Common use of Risk of Loss; Casualty Clause in Contracts

Risk of Loss; Casualty. (a) The risk of loss or damage to the Unit or the personal property included in this sale, by fire or other casualty, until the earlier of the Closing or possession of the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place any such loss or damage unless Seller elects to do so as herein-after provided. Seller shall notify Purchaser of the occurrence of any such loss or damage to the Unit or the personal property included in this sale within 10 days after such occurrence or by the date of Closing, whichever first occurs, and by such notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s notice shall set forth an adjourned date for the Closing, which shall be not more than 60 days after the date of the giving of Seller’s notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the Closing, Purchaser shall have the following options: (i) To declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract; or (ii) To complete the purchase in accordance with this Contract with- out reduction in the Purchase Price, except as provided in the next sent-ence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of such hazard insurance policies to the extent that they are attributable to loss of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller shall assign (without recourse to Seller) Seller’s right to receive any additional insurance proceeds which are at-attributable to the loss of or damage to any property included in this sale. (b) If seller does not elect to make such repairs and restorations, Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice given to Seller within 10 days after receipt of Seller’s notice. If Seller elects to make such repairs and restorations and fails to complete the same on or before the adjourned closing date, Purchaser may exercise either of the resulting options within 10 days after the adjourned closing date. (c) In the event of any loss of or damage to the Common Elements which materially and adversely affects access to or use of the Unit, arising after the date of this Contract but prior to the Closing, Seller shall notify Purchaser of the occurrence thereof within 10 days after such occurrence or by the date of Closing, whichever occurs first, in which event Purchaser shall have the following options: (i) To complete the purchase in accordance with this Contract without reduction in the Purchase Price; or (ii) To adjourn the Closing until the first to occur of (1) completion of the repair and restoration of the loss or damage to the point that there is no longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day after the date of the giving of Seller’s aforesaid notice. In the event Purchaser elects to adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s aforesaid notice, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without reduction in the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract. (d) In the event of any loss of or damage to the Common Elements which does not materially and adversely affect access to or use of the Unit, Purchaser shall accept title to the Unit in accordance with this Contract without abatement of the Purchase Price.

Risk of Loss; Casualty. (a) The risk of loss or damage to the Unit or the personal property included in this sale, by fire or other casualty, until the earlier of the Closing or possession of the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place any such loss or damage unless Seller elects to do so as herein-herein- after provided. Seller shall notify Purchaser of the occurrence of any such loss or damage to the Unit or the personal property included in this sale within 10 days after such occurrence or by the date of Closing, whichever first occurs, and by such notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s notice shall set forth an adjourned date for the Closing, which shall be not more than 60 days after the date of the giving of Seller’s notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the Closing, Purchaser shall have the following options: (i) To declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract; or (ii) To complete the purchase in accordance with this Contract with- out reduction in the Purchase Price, except as provided in the next sent-sent- ence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of such hazard insurance policies to the extent that they are attributable to loss of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller shall assign (without recourse to Seller) Seller’s right to receive any additional insurance proceeds which are at-attributable to the loss of or damage to any property included in this sale. (b) If seller does not elect to make such repairs and restorations, Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice given to Seller within 10 days after receipt of Seller’s notice. If Seller elects to make such repairs and restorations and fails to complete the same on or before the adjourned closing date, Purchaser may exercise either of the resulting options within 10 days after the adjourned closing date. (c) In the event of any loss of or damage to the Common Elements which materially and adversely affects access to or use of the Unit, arising after the date of this Contract but prior to the Closing, Seller shall notify Purchaser of the occurrence thereof within 10 days after such occurrence or by the date of Closing, whichever occurs first, in which event Purchaser shall have the following options: (i) To complete the purchase in accordance with this Contract without reduction in the Purchase Price; or (ii) To adjourn the Closing until the first to occur of (1) completion of the repair and restoration of the loss or damage to the point that there is no longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day after the date of the giving of Seller’s aforesaid notice. In the event Purchaser elects to adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s aforesaid notice, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without reduction in the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract. (d) In the event of any loss of or damage to the Common Elements which does not materially and adversely affect access to or use of the Unit, Purchaser shall accept title to the Unit in accordance with this Contract without abatement of the Purchase Price.

Risk of Loss; Casualty. (a) The risk of loss or damage (other than the risk of SABS-related Losses) with respect to the Unit or Assets shall remain with the personal property included in this sale, by fire or other casualty, Seller until the earlier of the Closing or possession of the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place any such loss or damage unless Seller elects to do so as herein-after providedClosing. Seller shall notify Purchaser of the occurrence of any such loss or damage to the Unit or the personal property included in this sale within 10 days after such occurrence or by the date of Closing, whichever first occurs, and by such notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s notice shall set forth an adjourned date for the Closing, which shall be not more than 60 days after the date of the giving of Seller’s notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the Closing, Purchaser shall have the following options: (i) To declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract; or (ii) To complete the purchase in accordance with this Contract with- out reduction in the Purchase Price, except as provided in the next sent-ence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of such hazard insurance policies to the extent that they are attributable to loss of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller shall assign (without recourse to Seller) Seller’s right to receive any additional insurance proceeds which are at-attributable to the loss of or damage to any property included in this sale. (b) If seller does not elect to make such repairs and restorations, Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice given to Seller within 10 days after receipt of Seller’s notice. If Seller elects to make such repairs and restorations and fails to complete the same on or before the adjourned closing date, Purchaser may exercise either of the resulting options within 10 days after the adjourned closing date. (c) In the event of any loss of (other than SABS-related Losses), damage, or damage destruction to the Common Elements which materially and adversely affects access to Assets (including the Leased Real Property or use the improvements thereon), resulting in losses of the Unit$50,000 or greater, arising after the date of this Contract but hereof and prior to the Closing, whether by fire, theft, vandalism, terrorism, flood, earthquake, force majeure or other cause or casualty (a “Casualty”), the Seller shall promptly notify the Purchaser of the occurrence thereof within 10 days thereof. Upon receipt of such notice, the Purchaser shall have the right to terminate this Agreement in accordance with the provisions of Section 11.1(d). In the event of such Casualty, if the Purchaser chooses not to terminate the Agreement, at the Seller’s option, the Seller shall have the right to (i) repair and restore the loss, damage or destruction before or after such occurrence or by the date of Closing, whichever occurs first, in which event (a) the Seller shall cause the Assets to be restored to substantially the condition in which they existed immediately prior to the Casualty, (b) the Seller shall be entitled, but not obligated, to postpone the Closing for up to thirty (30) Business Days upon written notice of such postponement to the Purchaser, which notice shall specify a new date for the Closing, and (c) if such repair and restoration work is not completed at Closing, the Purchaser shall have the following options: (i) To complete the purchase in accordance with this Contract without reduction in right to withhold that portion of the Purchase Price; or (ii) To adjourn Price equal to the Closing until estimated cost of repair and restoration for such Assets, which shall be paid to the first to occur of (1) Seller promptly upon completion of the repair and restoration work, or (ii) without repairing the Casualty, and without recourse or warranty, assign to the Purchaser at the Closing all of the loss or damage Seller’s right, title and interest, if any, in and to all insurance proceeds payable with respect to the point that there is no longer a materially adverse effect on Casualty, and pay the access to or use Purchaser the amount of the Unit deductible (or (2the self-insured retainage) under the 60th day after the date of the giving of Seller’s aforesaid notice. In insurance policy covering the event Purchaser elects to adjourn Assets, whereupon the Closing shall take place as aforesaid if no Casualty had occurred and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s aforesaid notice, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without any reduction in the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract. (d) In the event of any loss of or damage to the Common Elements which does not materially and adversely affect access to or use of the Unit, Purchaser shall accept title to the Unit in accordance with this Contract without abatement of the Purchase Price.

Risk of Loss; Casualty. (A) Until the Closing Date, the risk of loss with respect to the Property and the Truck Plaza Assets shall remain with the Seller. (B) If, at or prior to the Closing Date, there is any casualty, loss, damage or destruction to the Property and any of the Truck Plaza Assets which has an aggregate value less than $75,000, then this Agreement shall continue in full force and effect, and Sellers shall have the option either (i) to restore the Property and/or Truck Plaza Assets to substantially the same condition as existed immediately prior to such casualty, which restoration shall be prosecuted with due diligence and without regard to the amount of insurance proceeds, if any, paid or payable on account thereof, or (ii) decline to restore the Property and/or Truck Plaza Assets, in which event the parties shall proceed to Closing as and when provided hereunder, except that Seller shall (a) The risk assign to Purchaser at Closing all of loss or damage its rights to and interest in all proceeds of casualty insurance and business interruption and other applicable insurance relating to the Unit or the personal property included in this sale, by fire or other casualty, until the earlier of the Closing or possession of the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place any such loss or damage unless Seller elects to do so as herein-period from and after provided. Seller shall notify Purchaser of the occurrence of any such loss or damage to the Unit or the personal property included in this sale within 10 days after such occurrence or by the date of Closing, whichever first occursClosing payable on account of such casualty, and by (b) pay to Purchaser at Closing an amount equal to the full amount of the deductible applicable under such notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may beinsurance policies. If Seller elects to make such repairs and restorationsrestore the Property and/or Truck Plaza Assets, Seller’s notice shall set forth an adjourned date for the Closing, which Closing Date shall be not more extended to that date which is five (5) days after such restoration is substantially completed, but in no event later than 60 90 days after the date Closing Date (the "Outside Closing Date"), and in such event, Purchaser shall proceed with Closing hereunder in accordance with the terms hereof upon the earlier to occur of five (5) days after substantial completion of such restoration or the Outside Closing Date (in which case Purchaser's obligation to complete such restoration shall survive Closing and continue as a post-closing obligation). (C) If, at or prior to the Closing Date, there is any casualty, loss, damage or destruction to the Property and/or any of the giving Truck Plaza Assets which have an aggregate value in excess of Seller’s notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the Closing$ 75,000, Purchaser shall have the following options: (i) To declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights againstoption, or obligations or liabilities to, the other exercisable by reason of this Contract; or (ii) To complete the purchase in accordance with this Contract with- out reduction in the Purchase Price, except as provided in the next sent-ence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of such hazard insurance policies to the extent that they are attributable to loss of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller shall assign (without recourse to Seller) Seller’s right to receive any additional insurance proceeds which are at-attributable to the loss of or damage to any property included in this sale. (b) If seller does not elect to make such repairs and restorations, Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by written notice given to Seller within 10 ten (10) business days after receipt Purchaser receives Seller's written notice of Seller’s notice. such casualty and the estimated cost of restoration (as provided in Section 6.7(F), below) to (i) terminate this Agreement, in which event the Initial Payment shall be returned to Purchaser and the parties shall be relieved of further liability hereunder, or (ii) proceed with the Closing subject to such casualty, in which event this Agreement shall not be terminated and the parties shall proceed to Closing as provided hereunder, except that Sellers shall (a) assign to Purchaser at Closing all of its rights to and interest in all proceeds of casualty insurance and business interruption and other applicable insurance payable on account of such casualty, and (b) pay to Purchaser at Closing an amount equal to the full amount of the deductible applicable under such insurance policies. (D) If Seller elects to make such repairs and restorations and fails go to complete Closing as provided in Section 6.7(B) above or Purchaser elects to go to Closing as provide in Section 6.7(C), above, the same on insurance claim (except for business interruption or before the adjourned closing date, Purchaser may exercise either of the resulting options within 10 days after the adjourned closing date. (c) In the event of any loss of or damage other applicable insurance relating to the Common Elements which materially and adversely affects access to or use of the Unit, arising after the date of this Contract but period prior to the Closing, Seller shall notify Purchaser of the occurrence thereof within 10 days after such occurrence or by the date of Closing) shall be assigned to Purchaser, whichever occurs first, in which event Purchaser and there shall have the following options: (i) To complete the purchase in accordance with this Contract without reduction in the Purchase Price; or (ii) To adjourn the Closing until the first to occur of (1) completion of the repair and restoration of the loss or damage to the point that there is be no longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day after the date of the giving of Seller’s aforesaid notice. In the event Purchaser elects to adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s aforesaid notice, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without reduction in the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract. (d) In the event of any loss of or damage to the Common Elements which does not materially and adversely affect access to or use of the Unit, Purchaser shall accept title to the Unit in accordance with this Contract without abatement of the Purchase Price. Sellers shall cooperate reasonably with Purchaser before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty. Sellers shall not settle or adjust any such insurance claim without Purchaser's prior written consent. (E) If Purchaser elects to terminate under Section 6.7(C), above, the Initial Payment shall be returned to Purchaser and Sellers and Purchaser shall have no further liability to each other. (F) Promptly after any casualty described in this Section 6.7, Sellers shall provide Purchaser with written notice of such casualty, which notice will include a description of the nature, extent and estimated amount of damage or loss to the Property and/or Truck Plaza Assets in connection with such casualty. If, within twenty (20) business days after Purchaser's receipt of such written notice, Section 6.7 (C) is applicable and Purchaser has not delivered to Sellers a written notice of Purchaser's election to terminate this Agreement, Purchaser shall be deemed to have elected to proceed to Closing pursuant to Section 6.7(C).

Risk of Loss; Casualty. (a) The risk of loss or damage to the Unit or the personal property included in this saleProperty, by fire or other casualty, until the earlier of the Closing or possession of the Unit Closing, except if caused by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place any restore such loss or damage unless Seller elects to do so as herein-after hereinafter provided. Seller shall notify Purchaser of the occurrence of any such loss or damage to the Unit or the personal property included in this sale Property within 10 ten (10) business days after such occurrence or by the date of Closing, whichever first occurs, and by such notice Notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may beProperty. If Seller elects to make such repairs repair and restorationsrestore the Property, Seller’s notice 's Notice shall set forth an adjourned date for the Closing, which shall be not more than 60 ninety (90) days after the date of the giving of Seller’s notice's Notice. If Seller either does not elect to do so repair and restore the Property or, having elected if Seller elects to make such repairs repair and restorations, restore the Property but fails to complete the same on or before said the adjourned date for the ClosingClosing date, Purchaser shall have the following optionseither: (i) To declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this ContractContract except as otherwise provided to the contrary herein; or (ii) To complete the purchase in accordance with this Contract with- out without reduction in the Purchase Purchaser Price, except as provided in the next sent-encesentence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of such hazard insurance policies to the extent that they are attributable to loss of or damage to any property included in this salethe Property, less any sums theretofore expended by Seller in repairing or replacing such loss or damage restoring the Property or in collecting such proceeds; and Seller shall assign (without recourse to Seller) Seller’s 's right to receive any additional insurance proceeds which are at-attributable to the loss of or damage to any property included in this salethe Property. (iii) If Purchaser fails to send Notice to Seller of which election Purchaser shall make within five (5) business days after the receipt of the Notice from Seller, Purchaser shall be deemed to have elected option (a)(ii). (b) If seller Seller does not elect to make such repairs repair and restorationsrestore the Property, Purchaser may shall exercise either of the resulting option options under subsection (ia)(i) or (ii) of (a) above only above, by notice Notice given to Seller within 10 five (5) business days after receipt of Seller’s notice's Notice. If Seller elects to make such repairs repair and restorations restore the Property and fails to complete the same on or before the adjourned closing date, Purchaser may exercise either of the resulting options within 10 five (5) business days after the adjourned closing datedate for Closing. (c) In the event of any loss of or damage to the Common Elements which materially and adversely affects access to or use of the Unit, arising after the date of this Contract but prior to the Closing, Seller shall notify Purchaser of the occurrence thereof within 10 days after such occurrence or by the date of Closing, whichever occurs first, in which event Purchaser shall have the following options: (i) To complete the purchase in accordance with this Contract without reduction in the Purchase Price; or (ii) To adjourn the Closing until the first to occur of (1) completion of the repair and restoration of the loss or damage to the point that there is no longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day after the date of the giving of Seller’s aforesaid notice. In the event Purchaser elects to adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s aforesaid notice, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without reduction in the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract. (d) In the event of any loss of or damage to the Common Elements which does not materially and adversely affect access to or use of the Unit, Purchaser shall accept title to the Unit in accordance with this Contract without abatement of the Purchase Price.

Risk of Loss; Casualty. (a) The risk of loss or damage to the Unit or the personal property included in this sale, by fire or other casualtycasually, until the earlier of the Closing or possession of the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place replace any such loss or damage unless Seller elects to do so as herein-after hereinafter provided. Seller shall notify Purchaser of the occurrence of any such loss or damage to the Unit or the personal property included in this sale within 10 days after such occurrence or by the date of Closing, whichever first occurs, and by such notice shall state slate whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s 's notice shall set forth an adjourned date for the Closing, which shall be not more than 60 days after the date of the giving of Seller’s 's notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the Closing, Purchaser shall have the following options: : (i1) To declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract; or or (ii) To complete the purchase in accordance with this Contract with- out reduction in the Purchase Price, except as provided in the next sent-encesentence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of such hazard insurance policies to the extent that they are attributable to loss of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller shall assign (without recourse to Seller) Seller’s 's right to receive any additional insurance proceeds which are at-attributable to the loss of or damage to any property included in this sale. (b) If seller does not elect to make such repairs and restorations, Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice given to Seller within 10 days after receipt of Seller’s 's notice. If Seller elects to make such repairs and restorations and fails to complete the same on or before the adjourned closing date, Purchaser may exercise either of the resulting options within 10 days after the adjourned closing date. (c) In the event of any loss of or damage to the Common Elements which materially and adversely affects access to or use of the Unit, arising after the date of this Contract but prior to the Closing, Seller shall notify Purchaser of the occurrence thereof within 10 days after such occurrence or by the date of Closing, whichever occurs first, in which event Purchaser shall have the following options: : (i) To complete the purchase in accordance with this Contract without reduction in the Purchase Price; or or (ii) To ii)To adjourn the Closing until the first to occur of (1) completion of the repair and restoration of the loss or damage to the point that there is no longer a materially adverse effect on the access to or use of the Unit or (2) the 60th 60lh day after the date of the giving of Seller’s 's aforesaid notice. In the event Purchaser elects to adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s 's aforesaid notice, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without reduction in In the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract. (d) In the event of any loss of or damage to the Common Elements which does not materially and adversely affect access to or use of the Unit, Purchaser shall accept title to the Unit in accordance with this Contract without abatement of the Purchase Price, 20. Internal Revenue Service Reporting Requirement: Each party shall execute, acknowledge and deliver to the other party such instruments, and take such other actions, as such other party may reasonably request in order to comply with IRC p 6045(e), as amended, or any successor provision or any regulations promulgated pursuant thereto, insofar as the same requires reporting of information in respect of real estate transactions. The provisions of this para. 20 shall survive the Closing. The parties designate Purchaser's Counsel as the attorney responsible for reporting this information as required by the Internal Revenue Code.

Risk of Loss; Casualty. (a) The risk of loss If, at or damage prior to the Unit Closing Date, there is any casualty, loss, damage or destruction to any of the assets of the Company or of any Subsidiary which have a value less than $1,000,000, then this Agreement shall continue in full force and effect, and Seller shall have the option either (i) to cause the Company or the personal property included in this sale, by fire or other Subsidiary to restore its assets to substantially the same condition as existed immediately prior to such casualty, until which restoration shall be prosecuted with due diligence and without regard to the earlier amount of insurance proceeds, if any, paid or payable on account thereof, or (ii) decline to restore its assets, in which event the Parties shall proceed to Closing or possession of the Unit by Purchaseras and when provided hereunder, is assumed by Seller, but without any obligation of Seller to repair or re- place any such loss or damage unless Seller elects to do so as herein-after provided. except that Seller shall notify Purchaser (A) assign to Buyer at Closing all of the occurrence its rights to and interest in all proceeds of any such loss or damage casualty insurance and business interruption and other applicable insurance relating to the Unit or the personal property included in this sale within 10 days period from and after such occurrence or by the date of Closing, whichever first occursClosing payable on account of such casualty, and by (B) pay to Buyer at Closing an amount equal to the full amount of the deductible applicable under such notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may beinsurance policies. If Seller elects to make such repairs and restorationsrestore its assets, Seller’s notice shall set forth an adjourned date for the Closing, which Closing Date shall be not more extended to that date which is five (5) days after such restoration is substantially completed, but in no event later than 60 90 days after the date of Closing Date (the giving of Seller’s notice. If Seller either does not elect to do so or"Outside Closing Date"), having elected to make and in such repairs and restorationsevent, fails to complete the same on or before said adjourned date for the Closing, Purchaser Buyer shall have the following options: (i) To declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract; or (ii) To complete the purchase proceed with Closing hereunder in accordance with this Contract with- out reduction in the Purchase Price, except as provided in terms hereof upon the next sent-ence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over earlier to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions occur of five (5) days after substantial completion of such hazard insurance policies restoration or the Outside Closing Date (in which case Seller's obligation to the extent that they are attributable to loss of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing complete such loss or damage or in collecting such proceeds; restoration shall survive Closing and Seller shall assign (without recourse to Seller) Seller’s right to receive any additional insurance proceeds which are atcontinue as a post-attributable to the loss of or damage to any property included in this saleclosing obligation). (b) If seller does not elect If, at or prior to make such repairs and restorationsthe Closing Date, Purchaser may exercise there is any casualty, loss, damage or destruction to any of the resulting option under (i) assets of the Company or (ii) any Subsidiary which have a value in excess of (a) above only $1,000,000, Buyer shall have the option, exercisable by written notice given to Seller within 10 ten (10) business days after receipt Buyer receives Seller's written notice of Seller’s notice. If such casualty and the estimated cost of restoration to (i) terminate this Agreement, in which event both Parties shall be relieved of further liability hereunder, or (ii) proceed with the Closing subject to such casualty, in which event this Agreement shall not be terminated and the Parties shall proceed to Closing as provided hereunder, except that Seller elects shall (A) assign to make Buyer at Closing all of its rights to and interest in all proceeds of casualty insurance and business interruption and other applicable insurance payable on account of such repairs casualty, and restorations and fails (B) pay to complete Buyer at Closing an amount equal to the same on or before the adjourned closing date, Purchaser may exercise either full amount of the resulting options within 10 days after the adjourned closing datedeductible applicable under such insurance policies. (c) In the event of any loss of or damage to the Common Elements which materially and adversely affects access to or use of the Unit, arising after the date of this Contract but prior to the Closing, Seller shall notify Purchaser cooperate reasonably with Buyer before and after Closing to file and process an insurance claim for all insured loss arising out of the occurrence thereof within 10 days after such occurrence casualty. Seller shall not settle or by the date of Closing, whichever occurs first, in which event Purchaser shall have the following options: (i) To complete the purchase in accordance with this Contract adjust any such insurance claim without reduction in the Purchase Price; or (ii) To adjourn the Closing until the first to occur of (1) completion of the repair and restoration of the loss or damage to the point that there is no longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day after the date of the giving of Seller’s aforesaid notice. In the event Purchaser elects to adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s aforesaid notice, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without reduction in the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this ContractBuyer's prior written consent. (d) In the event Promptly after any casualty described in this Section 6.6, Seller shall provide Buyer with written notice of any loss of or damage to the Common Elements such casualty, which does not materially and adversely affect access to or use notice will include a description of the Unitnature, Purchaser extent and estimated amount of damage or loss in connection with such casualty. If, within three (3) business days after Seller's receipt of such written notice, Buyer has not delivered to Seller a written notice of Buyer's election to terminate this Agreement, Buyer shall accept title be deemed to the Unit in accordance with this Contract without abatement of the Purchase Pricehave elected to proceed to Closing pursuant to Section 6.6(b).

Risk of Loss; Casualty. (a) The Notwithstanding any other provision hereof to the contrary, the risk of loss or damage to any of the Unit Assets, the Facilities and all other property, transfer of which is contemplated by this Agreement, shall be borne by Sellers until the Effective Time and by Buyers after the Effective Time. (a) If, prior to the Closing, all or the personal property included any part of a Hospital or other material tangible Assets is lost, destroyed or damaged, in this salewhole or in part, by fire or the elements, theft, vandalism or by any other casualtycause, until where such loss, damage or destruction is in the earlier aggregate (the “Aggregate Damage”) less than $19,000,000, the parties’ duties and obligations under this Agreement shall not be affected and the Closing shall proceed as scheduled; provided, however, at Buyers’ election, either (i) the Purchase Price shall be reduced by the fair market value of the Closing lost, damaged or possession destroyed Asset (determined immediately prior to the loss, damage or destruction), or (ii) Sellers shall assign, transfer and set over to Buyers or their designated Affiliate all of Sellers’ right, title and interest in and to any and all insurance proceeds (including business interruption insurance) and pay to Buyers the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place any such loss or damage unless Seller elects to do so as herein-after provided. Seller shall notify Purchaser of the occurrence amount of any deductibles under such loss insurance policies on account of such loss, damage or damage destruction and, if such insurance policy proceeds are insufficient to repair, restore and/or replace the Unit Hospital or other affected Assets, the personal property included in this sale within 10 days after difference between the cost to repair, restore and/or replace and the amount of such occurrence or by proceeds shall be deducted from the date of ClosingPurchase Price. If, whichever first occurs, and by such notice shall state whether or not Seller elects prior to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s notice shall set forth an adjourned date for the Closing, which shall be not more than 60 days after all or any part of a Hospital or other tangible Assets is lost, destroyed or damaged by fire or the date of elements, theft, vandalism or by any other cause where the giving of Seller’s notice. If Seller either does not Aggregate Damage equals or exceeds $19,000,000, Buyers may elect to do so or(x) purchase the Hospitals and Assets, having elected to make such repairs and restorationsthe Closing shall proceed as scheduled (provided, fails to complete the same on or before said adjourned date for however, at the Closing, Purchaser Sellers shall have assign, transfer and set over to Buyers all of Sellers’ right, title and interest in and to any insurance proceeds (including business interruption insurance) on account of such damage or destruction loss plus the following options: amount of any deductibles under such insurance policies), or (iy) To declare terminate this Contract cancelled and of no further force or effect and receive a refund Agreement as to all, but not less than all, of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities toHospitals and Assets by the delivery of a written notice to Sellers (the “Casualty Termination Notice”). If Xxxxxx and Sellers are unable to agree upon the amount of the Aggregate Damage, the other amount of the Aggregate Damage shall be determined by reason of this Contract; or (ii) To complete the purchase in accordance with this Contract with- out reduction an independent consulting firm experienced in the Purchase Price, except as provided in healthcare industry mutually selected by Sellers and Buyers (the next sent-ence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over “Independent Consultant”) pursuant to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of such hazard insurance policies to the extent that they are attributable to loss of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller shall assign (without recourse to Seller) Seller’s right to receive any additional insurance proceeds which are at-attributable to the loss of or damage to any property included in this saleSection 12.24(b). (b) If seller does not elect pursuant to make such repairs and restorationsSection 12.24(a), Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice given to Seller within 10 days after receipt of Seller’s notice. If Seller elects to make such repairs and restorations and fails to complete the same on or before the adjourned closing date, Purchaser may exercise either amount of the resulting options Aggregate Damage (and any applicable Purchase Price adjustment) is to be determined by the Independent Consultant, within 10 thirty (30) calendar days after the adjourned closing date. occurrence of the loss, damage or destruction at issue (c) In the event “Submittal Date”), each of any loss of or damage Buyers, on the one hand, and Sellers, on the other hand, shall submit to the Common Elements which materially other and adversely affects access to or use the Independent Consultant their proposed calculation of Aggregate Damage (and any applicable Purchase Price adjustment) as a result of the Unitevent(s) contemplated by Section 12.24(a), arising along with a reasonably detailed description of the basis for such amount and any applicable adjustment. Within ten (10) business days after the Submittal Date (or such longer date as may be agreed to by the parties) (the “Decision Date”), the Independent Consultant, acting as an expert and not as an arbitrator, shall determine the definitive amount of this Contract but prior the Aggregate Damage (and any applicable adjustment to the ClosingPurchase Price), Seller taking into account any submissions by Sellers or Buyers by the Submittal Date. If the Aggregate Damage equals or exceeds $19,000,000, Buyers shall notify Purchaser thereafter have the right to terminate this Agreement by delivery of a Casualty Termination Notice to Sellers as contemplated by Section 12.24(a). The decision of the occurrence thereof within 10 days after Independent Consultant shall be conclusive and binding as between Buyers and Sellers, and the costs of such occurrence or review shall be borne equally by Sellers and Buyers. Upon any such determination of the date of Closing, whichever occurs first, in which event Purchaser shall have adjustment to the following options: (i) To complete the purchase Purchase Price in accordance with this Contract without reduction in Section 12.24, the Purchase Price; or (ii) To adjourn the Closing until the first to occur of (1) completion of the repair and restoration of the loss or damage parties shall, subject to the point that there is no longer terms and conditions of this Agreement, consummate the transactions contemplated by this Agreement at a materially adverse effect on the access to or use of the Unit or (2) the 60th day after the date of the giving of Seller’s aforesaid notice. In the event Purchaser elects to adjourn the Closing as aforesaid mutually agreeable time and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s aforesaid noticeplace, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without reduction in the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason provisions of this ContractAgreement. (d) In the event of any loss of or damage to the Common Elements which does not materially and adversely affect access to or use of the Unit, Purchaser shall accept title to the Unit in accordance with this Contract without abatement of the Purchase Price.

Risk of Loss; Casualty. All risk of loss to the Timber shall pass from Grantor to Grantee concurrently with the execution and delivery of this Timber Deed. Following a casualty that causes the average residual basal area of standing trees six inches (6”) dbh and greater to be less than thirty (30) square feet per acre for any portion of the Property (the “Casualty Property”), Grantee shall have the right to salvage or otherwise remove the Timber from such Casualty Property if Grantee provides Grantor with written notice, within thirty (30) days following the occurrence of such casualty, of Grantee’s intent to salvage or otherwise remove the Timber. If Grantee has timely delivered such notice of intent, (a) The risk of loss or damage to the Unit or the personal property included in this sale, by fire or other casualty, until the earlier of the Closing or possession of the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place any such loss or damage unless Seller elects to do so as herein-after provided. Seller Grantee shall notify Purchaser of have twelve (12) months following the occurrence of any such loss casualty to salvage or damage to otherwise remove the Unit or the personal property included in this sale within 10 days after Timber from such occurrence or Casualty Property, provided that if Grantee’s salvage operations are delayed by the date of Closinginclement weather, whichever first occurs, and by such notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s notice shall set forth an adjourned date for the Closing, which shall be not more than 60 days after the date of the giving of Seller’s notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the Closing, Purchaser Grantee shall have the following options: right, by delivering written notice to Grantor, to extend such deadline by a period of time equivalent to the length of such delay, not to exceed six (i6) To declare this Contract cancelled months; and (b) upon the expiration of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities tosuch twelve (12) month period (as may be extended pursuant to clause (a)), the Timber Rights shall terminate with respect to such Casualty Property, and such Casualty Property shall be released from the Timber Rights and shall become Released Property. If Grantee has not timely delivered such notice of intent to Grantor, then upon the expiration of such thirty (30) day period, the Timber Rights shall terminate with respect to such Casualty Property, and such Casualty Property shall be released from the Timber Rights and shall become Released Property. Not later than the expiration of either such thirty (30) day notice period or twelve (12) month salvage period (as may be extended pursuant to clause (a)), as applicable, Grantee shall execute and deliver to Grantor a release of such Casualty Property in the form of Exhibit D (and such other instruments as may be reasonably requested by reason of this Contract; or (ii) To complete Grantor to evidence such release), such release reserving, however, access over existing roads located on such Casualty Property that are reasonably necessary to access and harvest the purchase remaining Timber, all in accordance with the terms and conditions of this Contract with- out reduction in the Purchase Price, except as Timber Deed (provided in the next sent-ence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under that the provisions of such hazard insurance policies to the extent that they are attributable to loss form of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller release reserving access shall assign (without recourse to Seller) Seller’s right to receive any additional insurance proceeds which are at-attributable to the loss of or damage to any property included in this salebe deleted where not applicable). (b) If seller does not elect to make such repairs and restorations, Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice given to Seller within 10 days after receipt of Seller’s notice. If Seller elects to make such repairs and restorations and fails to complete the same on or before the adjourned closing date, Purchaser may exercise either of the resulting options within 10 days after the adjourned closing date. (c) In the event of any loss of or damage to the Common Elements which materially and adversely affects access to or use of the Unit, arising after the date of this Contract but prior to the Closing, Seller shall notify Purchaser of the occurrence thereof within 10 days after such occurrence or by the date of Closing, whichever occurs first, in which event Purchaser shall have the following options: (i) To complete the purchase in accordance with this Contract without reduction in the Purchase Price; or (ii) To adjourn the Closing until the first to occur of (1) completion of the repair and restoration of the loss or damage to the point that there is no longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day after the date of the giving of Seller’s aforesaid notice. In the event Purchaser elects to adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s aforesaid notice, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without reduction in the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract. (d) In the event of any loss of or damage to the Common Elements which does not materially and adversely affect access to or use of the Unit, Purchaser shall accept title to the Unit in accordance with this Contract without abatement of the Purchase Price.

Risk of Loss; Casualty. (a) The risk of loss or damage to the Unit or the personal property included in this sale, by fire or other casualty, until the earlier of the Closing or possession of the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place replace any such loss or damage unless Seller elects to do so as herein-after hereinafter provided. Seller shall notify Purchaser of the occurrence of any such loss or damage to the Unit or the personal property included in this sale within 10 days after such occurrence or by the date of Closing, whichever first occurs, and by such notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s 's notice shall set forth an adjourned date for the Closing, which shall be not more than 60 days after the date of the giving of Seller’s 's notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the Closing, Purchaser shall have the following options: (i) To declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract; or (ii) To complete the purchase in accordance with this Contract with- out without reduction in the Purchase Price, except as provided in the next sent-encesentence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of such hazard insurance policies to the extent that they are attributable to loss of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller shall assign (without recourse to Seller) Seller’s 's right to receive any additional insurance proceeds which are at-attributable to the loss of or damage to any property included in this sale. (b) If seller Seller does not elect to make such repairs and restorations, Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice given to Seller within 10 days after receipt of Seller’s 's notice. If Seller elects to make such repairs and restorations and fails to complete the same on or before the adjourned closing date, Purchaser may exercise either of the resulting options within 10 days after the adjourned closing date. (c) In the event of any loss of or damage to the Common Elements which materially and adversely affects access to or use of the Unit, arising after the date of this Contract but prior to the Closing, Seller shall notify Purchaser of the occurrence thereof within 10 days after such occurrence or by the date of Closing, whichever occurs first, in which event Purchaser shall have the following options: (i) To complete the purchase in accordance with this Contract without reduction in the Purchase Price; or (ii) To adjourn the Closing until the first to occur of (1) completion of the repair and restoration of the loss or damage to the point that there is no longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day after the date of the giving of Seller’s 's aforesaid notice. In the event Purchaser elects to adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s 's aforesaid notice, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without reduction in the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract. (d) In the event of any loss of or damage to the Common Elements which does not materially and adversely affect access to or use of the Unit, Purchaser shall accept title to the Unit in accordance with this Contract without abatement of the Purchase Price.

Risk of Loss; Casualty. (a) The risk of loss or damage with respect to the Unit Purchased Assets shall remain with the Seller until the Closing. In the event of any loss, damage, or destruction to the Purchased Assets (including the Real Property or the personal property included improvements thereon), resulting in this salelosses of $500,000 or greater, after the date hereof and prior to the Closing, whether by fire fire, theft, vandalism, terrorism, flood, earthquake, force majeure or other casualtycause or casualty (a “Casualty”), until the earlier of the Closing or possession of the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place any such loss or damage unless Seller elects to do so as herein-after provided. Seller shall promptly notify the Purchaser of the occurrence thereof. Upon receipt of any such loss notice, the Purchaser shall have the right to terminate this Agreement in accordance with the provisions of Section 10.1(d). In the event of such Casualty, if the Purchaser chooses not to terminate this Agreement, at the Seller’s option, the Seller shall have the right to (a) repair and restore the loss, damage or damage destruction before or after the Closing, in which event (i) the Seller shall cause the Purchased Assets to be restored to substantially the condition in which they existed immediately prior to the Unit or Casualty, (ii) the personal property included in this sale within 10 days after Seller shall be entitled, but not obligated, to postpone the Closing for up to thirty (30) Business Days upon written notice of such occurrence or by postponement to the date of ClosingPurchaser, whichever first occurs, and by such which notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s notice shall set forth an adjourned specify a new date for the Closing, which shall be and (iii) if such repair and restoration work is not more than 60 days after the date of the giving of Seller’s notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the completed at Closing, the Purchaser shall have the following options: (i) To declare this Contract cancelled and of no further force or effect and receive a refund right to withhold that portion of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract; or (ii) To complete the purchase in accordance with this Contract with- out reduction in the Purchase Price, except as provided in the next sent-ence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of such hazard insurance policies Transaction Consideration equal to the extent that they are attributable to loss estimated cost of or damage to any property included in this salerepair and restoration for such Purchased Assets, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller which shall assign (without recourse to Seller) Seller’s right to receive any additional insurance proceeds which are at-attributable be paid to the loss of or damage to any property included in this sale. (b) If seller does not elect to make such repairs and restorations, Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice given to Seller within 10 days after receipt of Seller’s notice. If Seller elects to make such repairs and restorations and fails to complete the same on or before the adjourned closing date, Purchaser may exercise either of the resulting options within 10 days after the adjourned closing date. (c) In the event of any loss of or damage to the Common Elements which materially and adversely affects access to or use of the Unit, arising after the date of this Contract but prior to the Closing, Seller shall notify Purchaser of the occurrence thereof within 10 days after such occurrence or by the date of Closing, whichever occurs first, in which event Purchaser shall have the following options: (i) To complete the purchase in accordance with this Contract without reduction in the Purchase Price; or (ii) To adjourn the Closing until the first to occur of (1) promptly upon completion of the repair and restoration work, or (b) without repairing the Casualty, and without recourse or warranty, assign to the Purchaser at the Closing all of the loss or damage Seller’s right, title and interest, if any, in and to all insurance proceeds payable with respect to the point that there is no longer a materially adverse effect on Casualty, and pay the access to or use Purchaser the amount of the Unit deductible (or (2the self-insured retainage) under the 60th day after the date of the giving of Seller’s aforesaid notice. In insurance policy covering the event Purchaser elects to adjourn Purchased Assets, whereupon the Closing shall take place as aforesaid if no Casualty had occurred and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s aforesaid notice, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without any reduction in the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this ContractTransaction Consideration. (d) In the event of any loss of or damage to the Common Elements which does not materially and adversely affect access to or use of the Unit, Purchaser shall accept title to the Unit in accordance with this Contract without abatement of the Purchase Price.

Risk of Loss; Casualty. (a) The risk of loss or damage to the Unit or the personal property included in this sale, by fire or other casualty, until the earlier of the Closing or possession of the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place replace any such loss or damage unless Seller elects to do so as herein-after hereinafter provided. Seller shall notify Purchaser of the occurrence of any such loss or damage to the Unit or the personal property included in this sale within 10 days after such occurrence or by the date of Closing, whichever first occurs, and by such notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s notice shall set forth an adjourned date for the Closing, which shall be not more than 60 days after the date of the giving of Seller’s notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the Closing, Purchaser shall have the following options: (i) To declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract; or (ii) To complete the purchase in accordance with this Contract with- out without reduction in the Purchase Price, except as provided in the next sent-encesentence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of such hazard insurance policies to the extent that they are attributable to loss of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller shall assign (without recourse to Seller) Seller’s right to receive any additional insurance proceeds which are at-attributable to the loss of or damage to any property included in this sale. (b) If seller does not elect to make such repairs and restorations, Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice given to Seller within 10 days after receipt of Seller’s notice. If Seller elects to make such repairs and restorations and fails to complete the same on or before the adjourned closing date, Purchaser may exercise either of the resulting options within 10 days after the adjourned closing date. (c) In the event of any loss of or damage to the Common Elements which materially and adversely affects access to or use of the Unit, arising after the date of this Contract but prior to the Closing, Seller shall notify Purchaser of the occurrence thereof within 10 days after such occurrence or by the date of Closing, whichever occurs first, in which event Purchaser shall have the following options: (i) To complete the purchase in accordance with this Contract without reduction in the Purchase Price; or (ii) To adjourn the Closing until the first to occur of (1) completion of the repair and restoration of the loss or damage to the point that there is no longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day after the date of the giving of Seller’s aforesaid notice. In the event Purchaser elects to adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s aforesaid notice, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without reduction in the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract. (d) In the event of any loss of or damage to the Common Elements which does not materially and adversely affect access to or use of the Unit, Purchaser shall accept title to the Unit in accordance with this Contract without abatement of the Purchase Price.

Risk of Loss; Casualty. (a) The Lessee hereby assumes all risk of loss loss, damage, theft, taking, destruction, confiscation, requisition or damage to the Unit condemnation, partial or the personal property included in this salecomplete, by fire or other casualty, until the earlier of the Closing Leasehold Improvements, during the Term hereof. In the event any Improvement is damaged, destroyed, lost, stolen, or possession title thereto requisitioned or taken by the owner of the Unit by PurchaserLeased Office where the Leasehold Improvements are located or any governmental authority under power of eminent domain or otherwise, is assumed by Seller, but without any obligation of Seller Lessee shall continue to repair or re- place any such loss or damage unless Seller elects to do so as herein-after provided. Seller shall notify Purchaser of pay the occurrence of any such loss or damage to the Unit or the personal property included Rent for said Improvement in this sale within 10 days after such occurrence or by the date of Closing, whichever first occurs, and by such notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s notice shall set forth an adjourned date for the Closing, which shall be not more than 60 days after the date of the giving of Seller’s notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the Closing, Purchaser shall have the following options: (i) To declare this Contract cancelled amount and of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract; or (ii) To complete the purchase in accordance with this Contract with- out reduction in the Purchase Price, except as provided in the next sent-ence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of same times as prescribed herein as if such hazard insurance policies to the extent that they are attributable to loss of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller shall assign (without recourse to Seller) Seller’s right to receive any additional insurance proceeds which are at-attributable to the loss of destruction or damage to any property included in this saletaking did not occur. (b) Further, Lessee hereby covenants that if Lessee receives insurance proceeds or condemnation awards relating to any damaged, destroyed or taken Leasehold Improvements, Lessee shall use such proceeds or awards to repair, replace or restore (to the extent practicable) such Leasehold Improvements. If seller does such Leasehold Improvements cannot elect to make such repairs and restorationspracticably be repaired, Purchaser may exercise the resulting option under replaced or restored, Lessee shall either (i) pay to Lessor an amount equal to the “Stipulated Loss Value” for such Leasehold Improvements, which amount shall be determined by multiplying the original fair market value of such Leasehold Improvements at the date of inception of the Initial Term of this Lease (as indicated on Exhibit A attached hereto) by the percentage amount identified on Exhibit B attached hereto that corresponds to the month in which such Leasehold Improvements were damaged, destroyed or taken, or (ii) contribute to this Lease replacement Leasehold Improvements of (a) above only by notice given equal value, in which event the parties shall amend Exhibit A attached hereto to Seller within 10 days after receipt of Seller’s notice. If Seller elects to make identify such repairs and restorations and fails to complete the same on or before the adjourned closing date, Purchaser may exercise either of the resulting options within 10 days after the adjourned closing datereplacement Leasehold Improvements. (c) In the event Lessor hereby assigns and transfers to Lessee all of Lessor’s right, title and interest in and to any and all insurance proceeds or condemnation awards that may be payable as a result of any loss of damage, destruction or damage to the Common Elements which materially and adversely affects access to or use taking of the UnitLeasehold Improvements. Lessor further authorizes and appoints Lessee as its attorney in fact to file all such claims, arising after demands, applications, pleadings or any documents that may be necessary or required to obtain such insurance proceeds or condemnation awards in either the date name of this Contract but prior to the Closing, Seller shall notify Purchaser of the occurrence thereof within 10 days after such occurrence Lessor or by the date of Closing, whichever occurs first, in which event Purchaser shall have the following options: (i) To complete the purchase in accordance with this Contract without reduction in the Purchase Price; or (ii) To adjourn the Closing until the first to occur of (1) completion of the repair and restoration of the loss or damage to the point that there is no longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day after the date of the giving of Seller’s aforesaid notice. In the event Purchaser elects to adjourn the Closing Lessee as aforesaid and such loss or damage is not so repaired and restored within 60 days after the date of the giving of Seller’s aforesaid notice, then Purchaser shall have the right either to (x) complete the purchase in accordance with this Contract without reduction in the Purchase Price or (y) declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contractmay be required. (d) In the event of any loss of or damage to the Common Elements which does not materially and adversely affect access to or use of the Unit, Purchaser shall accept title to the Unit in accordance with this Contract without abatement of the Purchase Price.

Risk of Loss; Casualty. (a) The Until the Closing Date, the risk of loss or ---------------------- damage to any of the Unit or the personal property included in this sale, Company's and its subsidiaries assets by fire or other casualtycasualty or any cause whatsoever shall be upon Sellers, until the earlier and Purchaser shall bear such risk thereafter. If any of the Closing or possession material assets of the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair Company or re- place any such loss or damage unless Seller elects to do so as herein-after provided. Seller shall notify Purchaser of the occurrence of any such loss or damage to the Unit or the personal property included in this sale within 10 days after such occurrence or by the date of Closing, whichever first occurs, and by such notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s notice shall set forth an adjourned date for the Closing, which shall be not more than 60 days after the date of the giving of Seller’s notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the Closing, Purchaser shall have the following options: (i) To declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract; or (ii) To complete the purchase in accordance with this Contract with- out reduction in the Purchase Price, except as provided in the next sent-ence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of such hazard insurance policies to the extent that they its subsidiaries are attributable to loss of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller shall assign (without recourse to Seller) Seller’s right to receive any additional insurance proceeds which are at-attributable to the loss of or damage to any property included in this sale. (b) If seller does not elect to make such repairs and restorations, Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice given to Seller within 10 days after receipt of Seller’s notice. If Seller elects to make such repairs and restorations and fails to complete the same on or before the adjourned closing date, Purchaser may exercise either of the resulting options within 10 days after the adjourned closing date. (c) In the event of any loss of or damage to the Common Elements which materially and adversely affects access to or use of the Unit, arising after the date of this Contract but damaged prior to the Closing, Seller Sellers shall cause such entity to notify Purchaser in writing thereof with complete details of the nature and extent thereof as soon as such details are available after the occurrence thereof within 10 days after of such occurrence or by the date of Closingdamage, whichever occurs first, in which event and Purchaser shall have an opportunity to review the following options: extent of such damage. In the event that the parties determine that the cost of repairing such can reasonably be expected not to exceed $100,000, then within five (5) business days after receipt of such notice from the Sellers, Purchaser may either (i) To complete by written notice to Sellers extend the purchase in accordance with this Contract Closing Date hereunder by a period of 45 days (or such lesser or greater period as the parties may determine by mutual agreement) and cause Sellers to have those repaired prior to Closing, and upon completion of such repair to Purchaser's reasonable satisfaction Purchaser shall promptly proceed to close; or (ii) by notice to Sellers elect to close without reduction in adjustment to the Purchase Price; or (ii) To adjourn the Closing until the first to occur of (1) completion of the repair and restoration of the loss or damage to the point that there is no longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day after the date of the giving of Seller’s aforesaid notice. In the event Purchaser elects to adjourn cause Sellers to cause the Closing as aforesaid Company or its subsidiaries to repair the damaged property and either (i) repairs or replacement of such loss damage are not fully covered by insurance or damage is (ii) such repairs cannot so repaired and restored reasonably be completed within 60 days after the date of the giving of Seller’s aforesaid noticeforty-five day period set forth above, then Purchaser shall have the right either option to (x) complete the purchase terminate this Agreement in accordance with this Contract without reduction in the Purchase Price or (y) declare this Contract cancelled and provisions of no further force or effect and receive a refund of the Downpayment, in which latter event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract. (d) Section 4.14 hereof. In the event that the parties determine that the cost of any loss of or repairing such damage can reasonably be expected to exceed $100,000 ("Major Damage"), then, either party may terminate this Agreement by written notice to the Common Elements which does not materially and adversely affect access other party if such notice to or use of the Unit, Purchaser shall accept title to the Unit terminate is given in accordance with the notice provisions of this Contract without abatement of Agreement within ten (10) business days after all details relating to such damage have been made available to such party although the Purchase Priceparties may mutually agree to extend such time period in writing if additional time is required to assess such damage.