Common use of Damage Clause in Contracts

Damage. Seller shall promptly notify Purchaser of any damage to the Property or any portion thereof. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaser.

Damage. Seller shall promptly notify Purchaser of any damage If prior to the Property Closing, all or any portion thereof. In the event of any material damage to or destruction of the Real Property is damaged, destroyed or any portion thereofcondemned (collectively the "Damage") by fire, Purchaser maynatural elements, at its optionor other causes beyond Seller's control, by notice to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary then the Closing Date following procedures shall be extended to give Purchaser the full ten day period to make such election): apply: (a) terminate this Agreement If the Damage is not Material (hereinafter defined), Buyer shall proceed to close and purchase the Deposit, other than Property as diminished by such Damage and Buyer shall be entitled to receive all insurance proceeds or condemnation proceeds received by or for Seller by the Independent Consideration date of Closing which shall be delivered paid by Seller to Buyer at Closing. If the amount of said casualty insurance or condemnation proceeds is not settled by the date of Closing, Seller shall execute at or after Closing all proofs of loss, assignments of claim and other similar instruments in order that Buyer may receive all of Seller's right, title and interest in and under said insurance or condemnation proceeds. Seller shall be immediately returned also give Buyer a credit against the balanced of the Sales Price due at Closing equal to Purchaser the deductible applicable to such destruction or damage under Seller's insurance policy. Further, to the extent the Buyer is not made whole after application of the insurance proceeds and a credit of the deductible at Closing, Seller shall pay to Buyer, within five (5) days of Buyer's demand, any additional amount necessary to complete the actual cost of repair, resulting from such casualty or condemnation. (b) proceed If the Damage is Material, then either Buyer or Seller may terminate and cancel the purchase of the Property, the ▇▇▇▇▇▇▇ Money will be returned to Buyer and neither party hereto shall have any further rights against or obligations to the other under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaser.

Damage. Seller shall promptly notify Purchaser of any damage to the Property or any portion thereof. In the event of any material damage to or destruction of the Property Improvements or any portion thereof, Purchaser may, at its option, option by notice to Seller given within ten (10) days after Seller notifies Purchaser receives notice of such damage or destruction (and and, if necessary necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election): ), either (ai) terminate this Agreement and Agreement, in which event the Deposit, other than ▇▇▇▇▇▇▇ Money (but not the Independent Consideration which shall be delivered to Seller, Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (bii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (includingincluding calculated rent loss insurance, without limitationif any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss and/or business interruption insurance insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration and costs estimates obtained by Seller exceeding ten percent (10%) of recoverythe Purchase Price to repair or (ii) and assume responsibility for that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such repairtenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and Purchaser shall receive a credit at closing for any deductible amount under (z) Seller, in Seller’s casualty insurancesole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. If Purchaser fails to exercise its option pursuant to For the purposes of the immediately preceding sentence, Purchaser an “uninsured loss” shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) aboveinclude, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will but not be unreasonably withheld limited to, any loss or delayed. In the event of any damage portion thereof that is not material damage, Purchaser shall not have covered by insurance or falls under or within the right to terminate this Agreement, but deductible amount of the relevant insurance policy or policies. Seller shall credit and/or assign make the election set forth in clause (z) above on or prior to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance date that is ten (but not more than 10) business days after Seller obtains knowledge of the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to repair in each case as reasonably determined by Purchaserextend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.

Damage. If, prior to the Closing Date, all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall promptly notify give notice to Purchaser of any damage such fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice to Seller given within thirty (30) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Property or any portion thereofSubject Property. In the event of any material damage to or destruction such termination of this Agreement, the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary the Closing Date E▇▇▇▇▇▇ Money shall be extended returned to give Purchaser the full ten day period to make such election): (a) terminate and thereafter neither party will have any further obligations under this Agreement and the Deposit, (other than the Independent Consideration Surviving Indemnity Obligations, which obligations shall be delivered to survive any such termination), that Purchaser shall, at the request of Seller, shall be immediately returned execute any document reasonably requested by Seller to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (evidence such termination including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurancequit claim deed. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this AgreementAgreement (in the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall not settle any casualty loss without Purchaser’s consentpromptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, which consent will then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be unreasonably withheld or delayed. In completely repaired prior to the event Closing Date, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of any damage all insurance related to such damage; provided, however, that is not material damage, Purchaser shall not have the right to terminate delay the Closing Date until repair is completed. For purposes of this AgreementSection 11, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). phrase “Material damagesubstantially damaged” means damage which will cost more than $500,000 that gives rise to repair or, the ability of the Tenant(s) leasing at least fifty percent (50%) of the rentable square feet in the case Subject Property (in the aggregate) to terminate such Tenants’ Lease(s) pursuant to the terms and conditions of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchasersuch Lease(s) and such Tenant(s) actually terminate such Lease(s).

Damage. If, at any time after the Effective Date and on or before the Closing Date, all or any portion of the Property is damages, destroyed or rendered inoperative (collectively, the “Damage”), by fire, flood, natural elements or other causes, Seller shall promptly notify Purchaser of any such Damage and then the following shall apply: (a) If the damage is not Material (hereinafter defined), Purchaser shall proceed to close and purchase the Property as diminished by such Damage, subject to a reduction in the Purchase Price equal to the Property full estimated cost of repairing or any portion thereof. In restoring the event of any material damage to or destruction of Damage. (b) If the Property or any portion thereofDamage is Material, Purchaser maythen Purchaser, at its sole option, may elect either (i) to terminate this Agreement by written notice to Seller given within ten days after at or prior to the Closing;, whereupon the Title Agent shall immediately return the ▇▇▇▇▇▇▇ Money to Purchaser receives notice and, upon Purchaser’s receipt thereof, neither party hereto shall have any further rights against, or obligations to, the other under this Agreement; or (ii) to agree to close and deduct from the Purchase Price the full estimated cost of such damage repairing or destruction restoring the Damage. (and if necessary c) If the Damage is covered by insurance, the purchaser shall have the right to elect to close the purchase of the Property in its condition (with respect to the Damage covered by insurance) on the Closing Date and to receive a credit against the Purchase Price in the amount of any deductible, and take an assignment of the insurance proceeds, in which event Seller shall be extended assign such insurance proceeds to give Purchaser the full ten day period Purchaser, remit to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive Purchase any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended received by Seller for restoration and costs of recovery) and assume responsibility for such repair, and shall permit Purchaser shall receive a credit at closing for to conduct any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant remaining settlement or other negotiations with the insurer as to the immediately preceding sentenceamount of proceeds payable on account of the Damage. (d) For the purposes of this Section 5.1, Purchaser Damage shall be deemed to have elected (b) abovebe “Material” if the cost of repairing the Damage equals or exceeds the Purchase Price. The cost of repairing the Damage shall be determined in the following manner: Within 10 days after the Damage occurs, each party shall designate an engineering firm to act on its behalf, and the firms designated shall promptly consult with each other in an attempt to mutually agree upon the cost of repairing the Damage. If Purchaser elects or is deemed the firms cannot agree on the cost within the 10-day period after they have both been designated, they shall, within five days after such 10-day period, designate a third engineering firm, which. shall be instructed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser determine the cost of repairing the Damage within 10 days after its designation. The cost of repairing the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case Damage as reasonably determined by Purchaserthe third engineering firm shall be conclusive.

Damage. Seller Except as hereinafter set forth, in the event the Premises or the Building is damaged from any cause, Landlord shall promptly notify Purchaser of any forthwith repair such damage to the Property or any portion thereofand this Lease shall remain in full force and effect. In the event of any material damage to or destruction such damage, Landlord will, within thirty (30) days following the date of the Property damage, deliver to Tenant an estimate of the time necessary to repair the damage in question such that the Premises may be used by and accessible to Tenant; such notice will be based upon the review and opinions of Landlord’s architect and contractor (“Landlord’s Repair Notice”). Provided such damage was not caused by Tenant’s, or any by its agents, employees, contractors, invitees or licensees, negligent or willful act, Tenant shall be entitled to a proportionate reduction of Rent while such repairs are being made in an amount not to exceed the applicable rental interruption insurance proceeds received by Landlord, and that is in the same proportion to the Rent as the rentable area of the portion thereofof the Premises so damaged and is unusable bears to the total rentable area of the Premises. In the event the cost of repairing such damage is not covered by Landlord’s insurance (and provided that Landlord maintained the insurance coverage required hereunder), Purchaser mayor in the event the cost of repairs exceeds the insurance proceeds payable (and provided that Landlord maintained the insurance coverage required hereunder), Landlord may elect, at its option, by notice to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period not to make such election): (a) terminate repairs, in which event this Agreement Lease may be terminated at the option of either party upon the giving of notice and without liability to the Depositother party. If, other pursuant to Landlord’s Repair Notice, the Premises or a material portion are to be rendered untenantable for more than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller 360 days as a result of any such damage, Landlord or Tenant may elect to terminate this Lease provided notice thereof is given to the other party hereto within 30 days following the date such party is notified that such damage may not be repaired within said 360 day period. Landlord shall under no circumstances be required to repair any damage to the property of Tenant, or destruction (less to any amounts expended improvements installed in, on or about the Premises by Seller for restoration and costs Tenant, unless the cost of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty repair thereto is covered by insurance. If Purchaser fails to exercise its option pursuant to Tenant hereby specifically waives the immediately preceding sentenceprovisions of Section 1932, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) aboveSubdivision 2 and Section 1933, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after Subdivision 4, of the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurersCalifornia Civil Code. In the event the Building or a material portion is damaged to the extent of any material damagemore than thirty three percent (33%) of the then replacement cost thereof, if Purchaser does not elect Landlord may elect, concurrently with Landlord’s delivery of Landlord’s Repair Notice, to terminate this Agreement, Seller Lease. A total destruction of the Building shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign Lease without liability to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by PurchaserLandlord or Tenant.

Damage. Seller shall promptly notify Purchaser In the event of any damage “damage” (as hereinafter defined) to the Property or any portion thereof, Seller shall promptly notify Purchaser thereof. In the event of any material such major damage to or destruction of the Property or any portion thereofis “major” (as hereinafter defined), Purchaser may, at its sole option, by notice elect to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary proceed with the Closing Date shall be extended (subject to give Purchaser the full ten day period to make such election): (aother provisions of this Agreement) or may terminate this Agreement and by delivering written notice thereof to Seller within fifteen (15) days after Purchaser's receipt of Seller's notice respecting the Depositdamage. If, other than the Independent Consideration which shall be delivered within fifteen (15) days of receipt of Seller's notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to Seller, this Agreement shall terminate, all ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser or (b) proceed under and, except for obligations of the parties which survive termination of this Agreement, receive any the parties shall have no further obligations hereunder. If Purchaser does not timely elect to terminate this Agreement, Purchaser shall have no further right to terminate this Agreement as a result of the damage and in such event, Seller shall assign to Purchaser at Closing all insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards paid or payable as a result of such damage or destruction (less and pay any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any insurance deductible amount due under Seller’s casualty insurance's insurance policy(ies). If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or damage is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreementmajor, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net all insurance proceeds for or condemnation awards paid or payable as a result of such damage and Purchaser pay any insurance deductible due under Seller's insurance policy(ies). In the event the damage is not major and prior to Closing sufficient insurance proceeds are not received or committed in writing by the insurance carrier sufficient to repair any damage, Seller shall receive repair such damage by Closing or give Seller a credit at closing Closing in an amount sufficient to pay for any deductible amount under Seller’s casualty insurance (but not more than the amount cost unpaid as of Closing for repair of the damageapplicable damage (i.e. to restore the Property to substantially the same condition as immediately before such casualty). “Material damage” means damage which will cost more than $500,000 , such amount to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably be determined by an architect or other appropriate professional selected by Seller and approved by Purchaser, such approval not to be unreasonably withheld, conditioned or delayed. Any assignment by Seller to Purchaser of insurance proceeds respecting loss of rental income shall be limited to that portion of such proceeds attributable to periods after Closing.

Damage. If, prior to the Closing Date, all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall promptly notify give notice to Purchaser of any damage such fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Property or any portion thereofSubject Property. In the event of any material damage to or destruction such termination of the Property or this Agreement, neither party will have any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) terminate further obligations under this Agreement and the Deposit, (other than the Independent Consideration Surviving Indemnity Obligations, which obligations shall be delivered to survive any such termination), that Purchaser shall, at the request of Seller, shall be immediately returned execute any document reasonably requested by Seller to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (evidence such termination including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurancequit claim deed. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this AgreementAgreement (in the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall not settle any casualty loss without Purchaser’s consentpromptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, which consent will then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be unreasonably withheld or delayed. In completely repaired prior to the event Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of any damage all insurance related to such damage; provided, however, that is not material damage, Purchaser shall not have the right to terminate delay the Closing Date until repair is completed. For purposes of this AgreementSection 11, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). phrase “Material damagesubstantially damaged” means damage which will (i) the cost more than $500,000 to repair orany damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject Property is adversely affected, (iii) the damage results in the case of an uninsured lossSubject Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Subject Property, or (iv) the damage which will cost more than $100,000 entitles the Tenant to repair in each case as reasonably determined by Purchaserterminate the Lease.

Damage. All risk of loss with respect to the Fee Property shall remain with Seller until the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Fee Property shall pass to Purchaser. Seller shall promptly notify give Purchaser written notice of any damage to the Fee Property or any portion thereofif the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. In If non-material damage occurs, then the event parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing out of any insurance proceeds received by Seller for the damage, and shall transfer and assign any remaining insurance proceeds or rights thereto to Purchaser at the Closing (subject to the Seller’s right under the New Leases to use such insurance proceeds for the cost of such repairs). To the extent any damage is material damage to or destruction of the Property or any portion thereof(as defined below), Purchaser may, at may elect (in its option, sole discretion) by notice to Seller given within ten (10) days after Purchaser receives notice is notified of such damage or destruction (and if necessary the Closing Date shall be extended extended, if necessary, to give Purchaser the full such ten (10) day period to make respond to such election): (anotice) terminate this Agreement and to proceed in the Deposit, other than same manner as in the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result case of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right or to terminate this Agreement. If Purchaser terminates this Agreement after material damage occurs, but Seller the ▇▇▇▇▇▇▇ Money shall credit and/or assign be returned to Purchaser at Closing Purchaser. Damage as to any one or multiple occurrences is material if the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under cost to repair the damage, as reasonably estimated by Seller’s casualty insurance contractor (but not more than if Seller has engaged a contractor to perform the amount of the damagework), and otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds Seven Hundred and Fifty Thousand Dollars ($750,000). “Material damage” means damage which will cost more than $500,000 An affiliate of Seller may be engaged as Seller’s contractor, provided Seller discloses the relationship of such affiliate to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaser.

Damage. Seller Risk of loss up to and including the Closing Date shall promptly notify Purchaser of any damage to the Property or any portion thereofbe borne by Sellers except as expressly set forth herein. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser Buyer may, at its option, by notice to Seller Sellers (with a copy to Escrow Holder) given within ten days (10) Business Days after Purchaser receives notice Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten 10-day period to make such election): (ai) terminate this Agreement Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the Depositparties shall have no further obligations hereunder (except the indemnity obligations of each party, other than the Independent Consideration which shall be delivered to Sellersurvive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), shall be immediately returned to Purchaser or (bii) proceed under this AgreementAgreement with no adjustment of the Purchase Price, receive any insurance proceeds (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller Sellers as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser Buyer shall receive a credit at closing Closing for any deductible amount under Seller’s casualty insurancesaid insurance policies and any uninsured or underinsured loss. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected Buyer elects (b) above. If Purchaser elects or is deemed to have elected (bii) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and Sellers will cooperate with Purchaser after the Closing to assist Purchaser Buyer in obtaining the insurance proceeds and such agreements from Seller’s Sellers’ insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Property is not material damagematerially damaged, Purchaser then the parties shall not have the right proceed to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance as provided in clause (but not more than the amount of the damage)ii) above. “Material damage” and “Materially damaged” means damage which will cost more than (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $500,000 300,000 or (y) that entitles any tenant of the Property to repair orterminate its Lease, or (z) which, in the case of an uninsured lossBuyer’s or Sellers’ reasonable estimation, damage which will cost more take longer than $100,000 120 days to repair in each case as reasonably determined by Purchaserrepair.

Damage. Seller shall promptly notify Purchaser of any damage to the Property or any portion thereof. (a) In the event of any material damage casualty loss, Tenant shall give Landlord prompt notice thereof. Tenant shall adjust, collect and compromise any and all such claims. Landlord shall be entitled to or destruction participate with Tenant in any adjustment, collection and compromise of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice property insurance claim payable for the Improvements in connection with a casualty. The rights of such damage or destruction (and if necessary the Closing Date Landlord under this Section 6.03(a) shall be extended to give Purchaser the full ten day period holder of any mortgage pertaining to make the Premises ("Lender") if and to the extent that any such election): mortgage so provides. (ab) terminate this Agreement and If the Depositestimated costs of Restoration or repair shall be $300,000 or less, other all Net Proceeds of any property insurance required under Article 10 shall be payable to Tenant. If the estimated cost of Restoration or repair shall be more than the Independent Consideration $300,000, all Net Proceeds of any property insurance required under Article 10 shall be payable to a trustee which shall be delivered a federally insured bank, title insurance company or other financial institution, selected by Landlord and Tenant and reasonably satisfactory to SellerLender, shall be immediately returned to Purchaser or if any (the "Trustee"). Notwithstanding anything in this subsection (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentencecontrary, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) aboveif the Premises are covered by a mortgage, Seller will assign without recourse Lender may require all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event Net Proceeds of any material damageproperty insurance required under Article X be payable to the Trustee, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event regardless of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of such Net Proceeds, and disbursed in accordance with Section 6.04. If the damage)Premises are covered by a mortgage, Lender, if it so desires, may elect to be the Trustee. “Material damage” means damage which will cost more than $500,000 Each insurer is hereby authorized and directed to repair ormake the proceeds under said policies for the Improvements directly to Tenant or such Trustee, in as the case may be. If the proceeds are delivered to the Trustee in accordance with this subsection (b), Tenant hereby appoints such Trustee as Tenant's attorney-in-fact to endorse any draft therefor for the purposes set forth in this Lease after approval by Tenant of an uninsured losssuch Trustee, damage which will cost more if Trustee is other than $100,000 Lender, such approval not to repair in each case be unreasonably withheld, delayed or conditioned. "Restoration" shall mean the restoration of the Premises after any Condemnation or Casualty as reasonably determined by Purchasernearly as possible to their value, condition and character existing immediately prior to such Condemnation or Casualty.

Damage. Risk of loss up to and including the Closing Date shall be borne by Seller shall promptly notify Purchaser of any damage to the Property or any portion thereofexcept as expressly set forth herein. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser Buyer may, at its option, by notice to Seller (with a copy to Escrow Holder) given within ten days (10) Business Days after Purchaser receives notice Seller notifies Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten 10-day period to make such election): (ai) terminate this Agreement Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit (less the Independent Contract Consideration) to Buyer and the Depositparties shall have no further obligations hereunder (except the indemnity obligations of each party, other than the Independent Consideration which shall be delivered to Sellersurvive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), shall be immediately returned to Purchaser or (bii) proceed under this AgreementAgreement with no adjustment of the Purchase Price, receive any insurance proceeds (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser Buyer shall receive a credit at closing Closing for any deductible amount under Seller’s casualty insurancesaid insurance policies and any uninsured or underinsured loss. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected Buyer elects (b) above. If Purchaser elects or is deemed to have elected (bii) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Property is not material damagematerially damaged, Purchaser then the parties shall not have the right proceed to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance as provided in clause (but not more than the amount of the damage)ii) above. “Material damage” and “Materially damaged” means damage which will cost more than (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $500,000 300,000 or (y) that entitles any tenant of the Property to repair orterminate its Lease, or (z) which, in the case of an uninsured lossBuyer’s or Seller’s reasonable estimation, damage which will cost more take longer than $100,000 120 days to repair in each case as reasonably determined by Purchaserrepair.

Damage. All risk of loss with respect to the Building F Property shall remain with the Building F Owner until the Building F Closing and delivery of a deed vesting title in Purchaser, when full risk of loss with respect to the Building F Property shall pass to Purchaser. Seller shall promptly notify give Purchaser written notice of any damage to the Building F Property or to the extent known to Seller, if the cost to repair such damage, as reasonably estimated by Seller, exceeds Fifteen Thousand Dollars ($15,000). Such notice shall describe, to the extent known to Seller, the scope of such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. With respect to any portion thereof. In damage that is not material (as defined below), the event parties shall proceed to close on the Building F Property, and Seller shall, to the extent required under Section 9 of the Existing Building F Lease, begin repairs prior to the Building F Closing out of any material insurance proceeds received by Seller for the damage, and Seller shall transfer and assign any remaining insurance proceeds or rights thereto to Purchaser at the Building F Closing (subject to Seller’s right under the Building F Lease to use such insurance proceeds for cost of such repairs). To the extent any damage to or destruction of the Property or any portion thereofis material, Purchaser may, at may elect (in its option, sole discretion) by notice to Seller given within ten (10) days after Purchaser receives notice is notified of such damage or destruction (and if necessary provided that such notice period shall not extend the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Building F Closing Date) due Seller to proceed in the same manner as a result in the case of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right or to terminate this AgreementAgreement with respect to the Building F Property, but provided, however, if Purchaser terminates this Agreement with respect to the Building F Property, Seller shall credit and/or assign may elect to Purchaser at Closing the net cover any shortfall in insurance proceeds for and reaffirm its intention to: (i) lease the Building F Property; (ii) pay all Rent (as defined in the Building F Lease) as such damage Rent becomes due and owing under the Building F Lease; and (iii) waive any claim to offsets, defenses or abatement of such Rent, in which event Purchaser shall receive a credit at closing for proceed to close on the Building F Property. Damage as to any deductible amount under one or multiple occurrences is material if the cost to repair the damage, as reasonably estimated by Seller’s casualty insurance contractor (but not more than if Seller has engaged a contractor to perform the amount of the damagework), and otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds Seven Hundred and Fifty Thousand Dollars ($750,000). “Material damage” means damage which will cost more than $500,000 In the event the Closing occurs pursuant to repair orSection 9.1, in the case foregoing obligations shall survive the termination of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserthis Agreement and the Closing.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly notify Purchaser give Buyer written notice of any damage to the Property or any portion thereofFacility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Property Facility or any portion thereof, Purchaser Buyer may, at its option, by notice to Seller given within ten (10) business days after Purchaser receives Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten (10) business day period to make such election): (ai) terminate this Agreement Agreement, in which event the Deposit and the Deposit, other than the Independent Consideration which all interest earned thereon shall be delivered to Seller, shall be immediately returned to Purchaser Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (bii) proceed under this AgreementAgreement as to all of the Property, receive any insurance proceeds (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser Buyer fails to exercise its option pursuant to the immediately preceding sentencetimely make such election, Purchaser Buyer shall be deemed to have elected to proceed under clause (bii) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Facility is not material damagematerially damaged, Purchaser then (A) Buyer shall not have the right to terminate this Agreement, but (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall credit and/or assign to Purchaser at Closing the net be paid a portion of such insurance proceeds for in an amount equal to such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage)costs. “Material damage” means and “materially damaged” means, with respect to the Facility, damage which (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will cost more take longer than $500,000 ninety (90) days to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaseror restore.

Damage. Seller If the premises are damaged from any cause prior to the closing, the SELLER shall have the option to repair or not to repair the same, and shall give written notice of SELLER'S election to the BUYER within five (5) days after the damage, or on the date of closing, whichever occurs first. If the SELLER elects to repair the same, SELLER shall promptly notify Purchaser and in good faith undertake to do so. If the repairs cannot be completed by the closing date but can be completed, according to reasonable expectations, within thirty (30) days thereafter, the SELLER shall have the right, on written notice to the BUYER on or before the closing date, to an adjournment of any the closing for a period not exceeding thirty (30) days for such purpose. If the premises are not in or restored to substantially their present condition, reasonable wear and tear excepted, and subject to minor casualty damage to the Property real property or improvements other than buildings, on the closing date, or adjourned closing date, the BUYER shall have the option of: a) Accepting title to the premises in their damaged condition and receiving a credit on the purchase price equal to any portion thereof. In insurance monies paid or to be paid to the event SELLER on account of any material damage to such loss, or destruction an assignment of the Property or SELLER'S rights to receive same; or b) Canceling this contract, in which event the SELLER shall refund to the BUYER all payments made on the purchase price, and neither party shall have any portion thereoffurther liability under this contract and the same shall become void and of no effect. If the SELLER has notified the BUYER of SELLER'S election not to repair, Purchaser may, at its option, by notice to Seller given within ten the BUYER shall have five (5) days after Purchaser receives such notice of such damage or destruction (and if necessary within which to notify the Closing Date shall be extended SELLER that BUYER will accept title pursuant to give Purchaser the full ten day period to make such election): Subparagraph (a) terminate this Agreement and above; otherwise the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall BUYER will be deemed to have elected canceled this contact under Subparagraph (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaser.

Damage. Seller Risk of loss up to and including the Closing Date shall promptly notify Purchaser of any damage to the Property or any portion thereofbe borne by Sellers except as expressly set forth herein. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser Buyer may, at its option, by notice to Seller Sellers (with a copy to Escrow Holder) given within ten days (10) Business Days after Purchaser receives notice Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten 10-day period to make such election): (ai) terminate this Agreement Agreement, in which event Escrow Holder shall, upon receipt of Buyer's notice to terminate this Agreement, return the Deposit to Buyer and the Depositparties shall have no further obligations hereunder (except the indemnity obligations of each party, other than the Independent Consideration which shall be delivered to Sellersurvive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), shall be immediately returned to Purchaser or (bii) proceed under this AgreementAgreement with no adjustment of the Purchase Price, receive any insurance proceeds (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller Sellers as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser Buyer shall receive a credit at closing Closing for any deductible amount under Seller’s casualty insurancesaid insurance policies and any uninsured or underinsured loss. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected Buyer elects (b) above. If Purchaser elects or is deemed to have elected (bii) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and Sellers will cooperate with Purchaser after the Closing to assist Purchaser Buyer in obtaining the insurance proceeds and such agreements from Seller’s Sellers' insurers. In If the event Property is damaged, but not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. "Material damage" and "Materially damaged" means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $200,000 or (y) that entitles any tenant of any material damage, if Purchaser does not elect the Property to terminate this Agreementits Lease, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair orz) which, in the case of an uninsured lossBuyer's or Sellers' reasonable estimation, damage which will cost more take longer than $100,000 90 days to repair in each case as reasonably determined by Purchaserrepair.

Damage. If, prior to the Closing Date, all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall promptly notify immediately give notice to Purchaser of any damage to the Property or any portion thereof. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser maysuch fact and, at its option, by notice Purchaser's option (to Seller given be exercised within ten thirty (30) days after Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) terminate Seller's notice), this Agreement and the Depositshall terminate, in which event neither party will have any further obligations under this Agreement (other than the Independent Consideration obligations set forth in Section 3(b) and Article 13 hereof, which obligations shall survive any such termination) and the ▇▇▇▇▇▇▇ Money shall be delivered to Seller, shall be immediately returned refunded to Purchaser provided Purchaser is not in breach or (b) proceed under this Agreement, receive default hereunder beyond any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage grace or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurancecure period. If Purchaser fails to exercise elect to terminate despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Improvements to substantially its option pursuant condition prior to such damage. If such damage shall be completely repaired prior to the immediately preceding sentenceClosing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreementdelay the Closing Date until repair is completed for a period not to exceed thirty (30) days, but and if any damage remains unrepaired at Closing, Seller shall credit and/or assign all of its right, title and interest in and to Purchaser at Closing the net any insurance claims and proceeds for relating to such damage and shall deliver to Purchaser shall receive a credit at closing for an amount equal to any deductible amount under Seller’s portion of any applicable casualty insurance policy, and the Purchase Price shall not be reduced. For purposes of this Section, the words "substantially damaged" mean damage that would cost Seven Hundred Fifty Thousand and 00/100 Dollars (but not $750,000.00) or more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserrepair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Seller shall promptly notify Purchaser of any damage to the Property or any portion thereofexcept as expressly set forth herein. In the event of any material damage Material Damage to or destruction of the Property or any portion thereof, Purchaser Buyer may, at its option, by notice to Seller (with a copy to Escrow Holder) given within ten days (10) Business Days after Purchaser receives notice Seller notifies Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten 10-day period to make such election): (ai) terminate this Agreement Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the Depositparties shall have no further obligations hereunder (except the indemnity obligations of each party, other than the Independent Consideration which shall be delivered to Sellersurvive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), shall be immediately returned to Purchaser or (bii) proceed under this AgreementAgreement with no adjustment of the Purchase Price, receive any insurance proceeds (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser Buyer shall receive a credit at closing Closing for any deductible amount under Seller’s casualty insurancesaid insurance policies and any uninsured or underinsured loss. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected Buyer elects (b) above. If Purchaser elects or is deemed to have elected (bii) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Property is not material damagematerially damaged, Purchaser then the parties shall not have the right proceed to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance as provided in clause (but not more than the amount of the damage)ii) above. “Material damage” and “Materially damaged” means damage which will cost more than (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $500,000 300,000 or (y) that entitles any tenant of the Property to repair orterminate its Lease, or (z) which, in the case of an uninsured lossBuyer’s or Seller’s reasonable estimation, damage which will cost more take longer than $100,000 120 days to repair in each case as reasonably determined by Purchaserrepair.

Damage. All risk of loss with respect to the Property shall remain with Seller until the Closing and delivery of the deed vesting title in Purchaser, when full risk of loss with respect to the Property shall pass to Purchaser. Seller shall promptly notify give Purchaser written notice of any damage to the Property or any portion thereofProperty, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. In If such damage is not material, then (i) Seller shall, to the event extent possible, begin repairs prior to the Closing out of any material damage to or destruction insurance proceeds received by Seller for the damage, (ii) at Closing, Purchaser shall receive a credit, net of any proceeds placed in escrow for such purpose established with Prudential as the lender of the Property or Parcel B Loan, for one hundred and twenty-five percent (125%) of the remaining cost to complete the restoration, as reasonably estimated by Seller's contractor (which shall be subject to Purchaser's reasonable approval) and Seller's contractor will be allowed to complete its work, if done so in a commercially reasonable manner, and (iii) Purchaser shall assume the responsibility for the repair after the Closing (it being understood that upon such completion and the payment of any portion thereofamounts incurred in connection therewith, Purchaser mayshall return to Seller any excess amounts credited to Seller at Closing for such restoration work, at its optionto the extent not required to be applied to effect the completion of the restoration). If such damage is material, Purchaser may elect by notice to Seller given within ten 10 days after Purchaser receives notice is notified of such damage or destruction (and if necessary the Closing Date shall be extended extended, if necessary, to give Purchaser the full ten such 10 day period to make respond to such election): (anotice) terminate this Agreement and to proceed in the Deposit, other than same manner as in the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser case of damage that is not material or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. If damage constituting material damage is not covered by Seller's existing insurance, then Seller shall not settle be obligated to restore the damage or to credit Purchaser for the cost of restoration. Damage as to any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld one or delayed. In multiple occurrences is material if the event of any damage that is not material cost to repair the damage, as reasonably estimated by Seller's contractor (if Seller has engaged a contractor to perform the work), and otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds $500,000. Purchaser further shall not have the right to characterize damage as material if the damage entitles any tenant to terminate this Agreement, but its Lease. An affiliate of Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under may be engaged as Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaser's contractor.

Damage. Seller shall promptly notify Purchaser Please note the distinction between “defect” and “damage” as used in this Limited Warranty: “Defect” means the failure of any damage the workmanship performed and/or materials used to conform with the design and manufacturing specifications and tolerances of Xtreme Outdoors. Defects are covered because Xtreme Outdoors is responsible; on the other hand, Xtreme Outdoors has no control over “damage” caused by such things as collision, misuse and lack of maintenance which occurs after the RV is delivered to the Property owner. Therefore, “damage” for any reason which occurs after the RV is delivered is not covered under this warranty. Maintenance services are also excluded from the warranty because it is the owner’s responsibility to maintain the RV. The following are obligations which must be performed by the Authorized Xtreme Outdoors Independent Dealership (“dealer”) ● To properly maintain the RV until retail sold to the purchaser ● To perform a comprehensive pre-retail delivery inspection (“PDI”) ● To repair or replace any portion thereof. In the event of any material damage defective parts ● To correct defects in workmanship which are identified prior to or destruction initial retail purchaser taking delivery of the Property or RV ● To present the initial retail purchaser with this Limited Warranty prior to the initial retail purchaser entering into any portion thereof, Purchaser may, at its option, by written contract to purchase a RV ● To submit the signed Xtreme Outdoors RV Warranty Registration Form and the signed Limited Warranty The purchaser shall give notice to Seller given Xtreme Outdoors or dealer within ten Thirty (30) days after Purchaser receives notice of such damage it is or destruction (should have been discovered, and if necessary the Closing Date any action to enforce it shall be extended to give commenced not more than three (3) months thereafter; otherwise the Purchaser the full ten day period to make will have waived any such election): (a) terminate this Agreement defect and the Depositclaim, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive and any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller all damages arising as a result thereof. The Purchaser is responsible to maintain the camper in accordance with the instructions provided in the Owner’s Manual and/or any other care and maintenance manuals supplied with the RV. Failure to follow proper procedures and seasonal maintenance schedules may void your warranty. The Purchaser must inspect the RV at the time of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repairdelivery to ensure that it is acceptable as delivered. This RV has been sold to an independent dealer, and not an agent of Xtreme Outdoors, for resale in the ordinary course of the dealer's business, on terms and conditions and equipped as the dealer and the initial retail purchaser determine, and the initial retail purchaser’s agreement is solely with the dealer, not Xtreme Outdoors does not participate in retail sales or retail contracts. Among the other requirements under this Limited Warranty, the Purchaser shall receive a credit at closing must also: ● Maintain the RV in accordance with the maintenance requirements contained in the Owner’s Manual; ● Make minor adjustments including (but limited to) doors, drawers, latches, regulators, controls, mechanisms, etc. after 90 days of ownership; ● Maintain all exterior seals and sealant, which must be inspected every 6 months to assure there are no gaps or voids, and correcting as necessary; and ● Return their vehicle to an authorized dealer for any deductible amount under Seller’s casualty insurancerepairs. If Purchaser fails As stated above, some components, accessories or equipment are not covered by this Base Limited Warranty. Examples include tires, batteries, optional generators, and some appliance & electronic entertainment equipment. However, those items may have coverage provided by the component manufacturer. These warranties are completely separate from this Limited Base Warranty, and in some cases may be longer and/or have specific coverage provisions and requirements. In order to exercise its option pursuant activate these warranties you may have to complete registration forms, postcards or some other form of notification to the immediately preceding sentencecomponent manufacturer within a specific time period. These forms and documents will be located with the Owner’s Materials provided with your new vehicle. You must complete and submit them to the respective manufacturer as quickly as possible, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing and within the time periods required by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserthose warranties.

Damage. Seller shall promptly notify Purchaser of any damage If, prior to the Property closing date, all or any portion thereof. In the event of any material damage to or destruction part of the Property is substantially damaged by fire, casualty, the elements or any portion thereofother cause, Purchaser may, at its option, by Seller shall immediately give notice to Seller given Buyer of such fact and at Buyer's option (to be exercised within ten (10) business days after Purchaser receives notice such Seller's notice), this Agreement shall terminate, in which event neither party will have any further obligations under this agreement and the ▇▇▇▇▇▇▇ Money, together with any accrued interest, shall be refunded to Buyer. If Buyer fails to elect to terminate despite such damage, or if the Property is damaged but not substantially, Seller shall perform the prompt repair of such damage or destruction (and if necessary the return of the Property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be extended no reduction in the purchase price, and Seller shall retain the proceeds of all insurance related to give Purchaser such damage. If such damage shall not be completely repaired prior to the full ten day period Closing Date but Seller is diligently proceeding to make repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such election): (a) terminate this Agreement damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage, then Buyer shall have the right to require closing to occur and the Deposit, other than purchase price (and specifically the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after cash portion payable at the Closing Date) due Seller as a result shall be reduced by the cost of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, or at Buyer's option, Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and Purchaser the purchase price shall remain the same (except that Buyer shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of any deductible under the damageapplicable insurance policy). “Material damage” For purposes of this paragraph, the words "substantially damaged" means damage which will that would cost $1,000,000 or more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserrepair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Seller; provided, however, that Seller shall promptly notify Purchaser of any damage have no obligation to rebuild the Property or any portion thereofProperty. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser Buyer may, at its option, by notice to Seller given within ten thirty (30) days after Purchaser receives notice Buyer is notified of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten 30 day period to make such election, which election shall be deemed irrevocable): (ai) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, E▇▇▇▇▇▇ Money (plus interest earned thereon) shall be immediately returned to Purchaser Buyer, (ii) if Seller agrees to rebuild the Property, extend the date of Closing by up to three hundred sixty-five (365) days to permit Seller to restore the Property to its previous condition (provided that, if the Property is not fully restored and repaired at the end of such three hundred sixty-five (365) day period, Buyer shall have the options provided in (i) and (iii) at such time), or (biii) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of any such damage or destruction (less any amounts expended by Seller for which have not been applied to the cost of restoration and costs repair of recovery) the Property and Buyer shall assume responsibility for all such repairrepairs, and Purchaser Buyer shall receive a credit at closing Closing for any deductible or coinsured amount under Seller’s casualty insurancesaid insurance policies. If Purchaser fails Buyer elects to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected proceed under provision (b) above. If Purchaser elects or is deemed to have elected (biii) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser Buyer after the Closing to assist Purchaser Buyer in obtaining the insurance proceeds from Seller’s insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Property is not material damagematerially damaged, Purchaser then Buyer shall not have the right to terminate this AgreementAgreement if Seller agrees, but at its cost, repair the damage before the Closing and restore the Property to its previous condition or, if repair and restoration cannot reasonably be completed before the Closing, Buyer shall elect by written notice to Seller shall credit and/or assign given at least ten (10) business days prior to Purchaser the scheduled date of Closing, either to extend the date of Closing by up to ninety (90) days to permit Seller to restore the Property to its previous condition or to receive an assignment from Seller at the Closing the net of all insurance proceeds for due Seller as a result of any such damage or destruction which have not been applied to the cost of restoration and Purchaser repair of the Property and Buyer shall receive assume responsibility for all such repairs, with Buyer receiving a credit at closing for Closing in an amount equal to any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage)applicable deductible. “Material damage” and “materially damaged” means damage which will cost more than reasonably exceeding $500,000 1,000,000.00 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserrepair.

Damage. Seller shall promptly notify Purchaser agrees to give Buyer prompt written notice of any fire or other casualty affecting the Property occurring during the term of this Agreement or of any actual or threatened taking or condemnation of all or any portion of the Property which occurs during the term of this Agreement and of which Seller has actual knowledge. If prior to the Closing, there shall occur: (a) damage to the Property caused by fire or other casualty which Seller's insurer reasonably estimates would cost $100,000.00 or more to repair; or (b) the taking or condemnation of all or any portion thereof. In the event of any material damage to or destruction of the Property or any portion as would materially interfere with Buyer's proposed use thereof; then, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice in either of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) events, Buyer may terminate this Agreement by written notice given to Seller within five (5) days after Buyer has received the notice referred to above or at the Closing, whichever is earlier. If Buyer does not elect to so terminate this Agreement, then the Closing shall take place as provided herein, except that the Purchase Price shall be reduced by the amount of any deductible, and there shall be assigned to Buyer at the DepositClosing all right, other than title and interest of Seller in and to all insurance proceeds or condemnation awards which may be payable on account of such occurrence, less such amounts as are paid by Seller to pay costs related to the Independent Consideration collection of such proceeds and/or the repair of the damage, which shall be delivered retained by or paid to Seller, shall be immediately returned . If prior to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Datethere shall occur: (i) due Seller damage to the Property caused by fire or other casualty which Seller's insurer reasonably estimates would cost less than $100,000.00 to repair; or (ii) the taking or condemnation of a portion of the Property which is not material to Buyer's proposed use thereof; then, and in such event, Buyer shall not have any right to terminate this Agreement pursuant to this Section 5.1 as a result of such damage damage, taking or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repaircondemnation, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to except that the immediately preceding sentence, Purchaser Purchase Price shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing reduced by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of any deductible, but there shall be assigned to Buyer at the Closing all right, title and interest of Seller in and to all insurance proceeds or condemnation awards which may be payable on account of any such occurrence, less such amounts as are paid by Seller to pay costs related to the collection of such proceeds and/or the repair of the damage). “Material damage” means damage , which will cost more than $500,000 shall be retained by or paid to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by PurchaserSeller.

Damage. Seller All risk of loss with respect to the Leased Land shall promptly notify Purchaser remain with Eastview until the Lease Closing, when full risk of loss with respect to Leased Land shall pass to BPA. Eastview shall give BPA written notice of any damage to the Property or any portion Leased Land, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage within 3 business days after the occurrence thereof. In If the event of cost to repair any material damage to or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice of such damage is less than or destruction equal to $3,000,000 ("Immaterial Damage"), then Eastview shall credit BPA at Lease Closing in an amount equal to the applicable deductible under Eastview's insurance policy that will insure the Immaterial Damage and if necessary assign to BPA the Closing Date shall be extended right to give Purchaser the full ten day period to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any collect all insurance proceeds (including, without limitation, any rent loss and/or business interruption payable under such insurance applicable policy. If the cost to any period on and after the Closing Date) due Seller repair such damage is greater than $3,000,000 or a Major Tenant terminates its material Lease as permitted therein as a result of such damage or destruction (less any amounts expended "Material Damage"), BPA may elect by Seller for restoration notice to Eastview given within 10 business days after BPA is notified of such damage (and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser Closing shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damageextended, if Purchaser does not elect necessary, to give BPA such 10 day period to respond to such notice) to proceed in the same manner as in the case of Immaterial Damage or to terminate this Agreement, Seller in which event the ▇▇▇▇▇▇▇ Money shall be returned to BPA and the parties hereto shall have no further rights or obligations under this Agreement except for such rights and obligations as expressly survive the expiration or earlier termination hereof. If Material Damage is not covered by Eastview's existing insurance, then Eastview shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld obligated to restore the Material Damage or delayed. In to credit BPA for the event cost of any damage that is not material damage, Purchaser restoration and BPA shall not have the right to terminate this Agreement and obtain a refund of the ▇▇▇▇▇▇▇ Money with the parties hereto having no further rights or obligations under this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds except for such damage rights and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than obligations that expressly survive the amount expiration or earlier termination of this Agreement. An affiliate of Eastview may be engaged as Eastview's contractor so long as BPA approves the damage)engagement of such contractor. “Material damage” means damage which will cost more than $500,000 This Paragraph is intended to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchasersupplement and supercede New York General Obligations Law Section 5-1311.

Damage. Seller shall promptly notify give Purchaser written notice of any damage to any of the Property Properties, describing such damage, whether such damage is covered by insurance, and the estimated cost of repairing such damage. Seller shall, to the extent possible, begin repairs prior to the Closing. If at Closing the repairs have not been completed, then at Purchaser's election, one (1) of the following shall occur: (a) Seller will remain obligated to complete the repairs after Closing, holding back funds in an amount adequate to cover any unfunded portion of the repair(s) or (b) Purchaser will assume responsibility for completing the uncompleted portion of the repair(s) and Seller will provide Purchaser with cash in an escrow in an amount adequate to cover any unfunded portion thereof. In of the event repair(s), in which instance Purchaser will assume the Seller's responsibility under any work contract and Seller will assign Purchaser the benefit of any material warranty for said work, if any such warranty shall exist. Under either (a) or (b), Seller will also provide Purchaser with a credit at Closing for any lost rent that occurs during the repair(s) period. If such damage to or destruction of the Property or any portion thereofis material, Purchaser may, at its option, may elect by notice to Seller given within ten 10 days after Purchaser receives notice is notified of such damage or destruction (and if necessary the Closing Date shall be extended extended, if necessary, to give Purchaser the full ten such 10-day period to make respond to such election): (anotice) terminate this Agreement and to proceed in the Deposit, other than same manner as in the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result case of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right or to terminate this Agreement, but Seller shall credit and/or assign Contract as to Purchaser at Closing the net insurance proceeds for particular Property which was damaged. Damage as to any one or multiple occurrences is material if such damage and Purchaser shall receive would permit a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than Tenant to terminate its Lease or the amount of cost to repair the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined estimated by Purchaser, plus lost rent after Closing resulting from the damage, exceeds Five Hundred Thousand and 00/100 dollars ($500,000.00) per Property for Eastpark II, Shelby 4, 5 and 18 and Seven Hundred Fifty Thousand and 00/100 Dollars ($750,00.00) per Property for Eastpark I, Shelby 19 and Technicolor II.

Damage. Seller Risk of loss up to and including the Closing Date shall promptly notify Purchaser of any damage to the Property or any portion thereofbe borne by Seller. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser Buyer may, at its option, by notice to Seller given within ten 10 days after Purchaser receives notice Seller notifies Buyer of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten 10-day period to make such election): (ai) terminate this Agreement by written notice to Seller and Escrow Agent and the Deposit, other than the Independent Consideration which shall be delivered to Seller, Deposit plus accrued interest shall be immediately returned to Purchaser Buyer, or (bii) proceed under this Agreement, receive any insurance proceeds (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser Buyer shall receive a credit at closing Closing for any deductible deductible, uninsured or coinsured amount under Seller’s casualty insurancesaid insurance policies. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected Buyer elects (b) above. If Purchaser elects or is deemed to have elected (bii) above, Buyer may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Property is not material damagematerially damaged, Purchaser then Buyer shall not have the right to terminate this Agreement, but Seller shall shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Buyer or if repairs cannot be completed before the Closing, credit and/or assign to Purchaser Buyer at Closing for the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than reasonable cost to complete the amount of the damage)repair. “"Material damage” " and "Materially damaged" means damage which will cost more than (x) reasonably exceeding Two Hundred Thousand Dollars ($500,000 200,000.00), (y) that entitles Tenant to repair orterminate the Lease, or (z) which, in the case of an uninsured lossBuyer’s reasonable estimation, damage which will cost more take longer than $100,000 90 days to repair in each case as reasonably determined by Purchaserrepair.

Damage. Seller Risk of loss up to and including the Closing Date shall promptly notify Purchaser of any damage to the Property or any portion thereofbe borne by Seller. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten 10 days after Seller notifies Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten 10-day period to make such election): (ai) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, E▇▇▇▇▇▇ Money shall be immediately returned to Purchaser Purchaser, or (bii) proceed under this Agreement, receive any insurance proceeds, or an assignment thereof if such proceeds are unavailable (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) ), due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing Closing for any deductible or coinsured amount under Seller’s casualty insurance. If Purchaser fails said insurance policies and any additional amounts necessary to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) abovecomplete such repairs. If Purchaser elects or is deemed to have elected (bii) above, Purchaser may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Property is not material damagematerially damaged, then Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing, assign to Purchaser at Closing the net any available insurance proceeds for such damage repair, and credit Purchaser shall receive a credit at closing for Closing an amount equal to the applicable deductible plus any deductible amount under Seller’s casualty insurance (but not more than additional cost to complete the amount of the damage)repair. “Material damage” and “Materially damaged” means damage which will cost more than $500,000 reasonably exceeding 1 percent of the Purchase Price to repair oror which, in the case reasonable estimation of an uninsured lossa mutually acceptable third party contractor, damage which will cost more take longer than $100,000 90 days to repair in each case as reasonably determined by Purchaserrepair.

Damage. Seller Risk of loss up to and including the Closing Date shall promptly notify Purchaser of any damage to the Property or any portion thereofbe borne by Sellers except as expressly set forth herein. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser Buyer may, at its option, by notice to Seller Sellers (with a copy to Escrow Holder) given within ten days (10) Business Days after Purchaser receives notice Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten 10-day period to make such election): (ai) terminate this Agreement Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the Depositparties shall have no further obligations hereunder (except the indemnity obligations of each party, other than the Independent Consideration which shall be delivered to Sellersurvive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), shall be immediately returned to Purchaser or (bii) proceed under this AgreementAgreement with no adjustment of the Purchase Price, receive any insurance proceeds (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller Sellers as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser Buyer shall receive a credit at closing Closing for any deductible amount under Seller’s casualty insurancesaid insurance policies and any uninsured or underinsured loss. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected Buyer elects (b) above. If Purchaser elects or is deemed to have elected (bii) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and Sellers will cooperate with Purchaser after the Closing to assist Purchaser Buyer in obtaining the insurance proceeds and such agreements from Seller’s Sellers’ insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Property is not material damage, Purchaser shall not have the right to terminate this Agreementdamaged, but Seller not materially damaged, then the parties shall credit and/or assign proceed to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance as provided in clause (but not more than the amount of the damage)ii) above. “Material damage” and “Materially damaged” means damage which will cost more than (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $500,000 200,000 or (y) that entitles any Tenant of the Property to repair orterminate its Lease, or (z) which, in the case of an uninsured lossBuyer’s or Sellers’ reasonable estimation, damage which will cost more take longer than $100,000 90 days to repair in each case as reasonably determined by Purchaserrepair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Seller. Seller shall promptly notify Purchaser of any damage to the Property or any portion thereof. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) terminate this Agreement and Agreement, in which event the entire Deposit, other than the Independent Consideration which shall be delivered to SellerConsideration, shall be immediately returned by Title Company to Purchaser Purchaser; or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any reasonable amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing Closing for any deductible amount under Seller’s casualty insurancesaid insurance policies. If Purchaser fails to exercise its option pursuant to with the time provided by the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In If the event of any Property is damaged but the damage that is not material damage, then Purchaser shall not have the right to terminate this Agreement, but Seller shall at its cost fully repair the damage before the Closing in a manner satisfactory to Purchaser or, if repairs cannot reasonably be completed before the Closing, credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing Closing for any deductible amount under Seller’s casualty said insurance policies (but not more than the amount of the damage). “Material damage” and “Materially damaged” means damage which will reasonably cost more than $500,000 1,000,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserrepair.

Damage. Seller shall promptly notify Purchaser If the Premises are damaged by fire or other cause covered by Landlord’s policy of any fire insurance with extended coverage or other property damage insurance carried by Landlord, all damage to the Property structural portions of use building required to be maintained by Landlord pursuant to this Lease shall be repaired by and at the expense of Landlord and the Rent and all Additional Rent reserved hereunder until such repairs shall have been made shall ▇▇▇▇▇ pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of “labor troubles” or any portion thereofother cause beyond Landlord’s control. In If, however, the event of any material damage Premises are rendered wholly untenantable by fire or other cause, and inadequate funds are made available to or destruction of Landlord through insurance proceeds to restore the Property or any portion thereofPremises and/or the Building, Purchaser Landlord may, at its option, cancel and terminate this Lease by notice to Seller given giving Tenant, within ten sixty (60) days after Purchaser receives notice from the date of such damage damage, notice in writing of its intention to cancel this Lease, whereupon the term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in none of the certain contingencies in this Article mentioned shall there be any liability on the part of Landlord to Tenant covering or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to in respect of any period on and after during which the Closing Date) due Seller as a result occupation of such said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Sellerto Tenant’s casualty insurancepersonal property. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser Landlord does not elect to terminate this AgreementLease as provided above, Seller Landlord shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In proceed in a commercially reasonable manner to repair the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount portions of the damage). “Material damage” means damage Premises which will cost more than $500,000 Landlord is required to restore in accordance with this Article 10 and, upon the completion of such repairs, Tenant shall use diligent and commercially reasonable efforts to repair or, in the case portions of an uninsured loss, damage the Premises which will cost more than $100,000 are the responsibility of Tenant to repair in each case as reasonably determined by Purchaserinsure under this Lease.

Damage. Seller shall promptly notify Purchaser The company will be the BMP, its associated companies and its responsible partners (both in general and limited), participants (both leading and other) and representatives (every person "reimburses) and against all measures, requirements, requirements and representatives ( every such person "harm and do not damage and do not damage. In this agreement in the context of any damage this agreement and BMP services or other services, this agreement was provided whether you are expected or endangered or not whether the rewarded party is half or not whether there is no responsibility, and whether one Case the requirements, measures, investigations or legal disputes are initiated by the public. The company reimburses reasonable costs and expenses for rewarded parties (including reasonable lawyers, expenditure and other litigation issues) that have arisen in determining, preparing, persecution, defense or support for claims, claims and claims. , An investigation or a legal dispute for which the compensator would have been claimed in accordance with the provisions of the previous judgment, regardless of whether a lawsuit or a process arise from this confession, regardless of whether this compensator party is half or not. The company agrees that it does not decide without the reimbursement, endangered or does not decide with unfinished or threatening lawsuit, measures or procedures with regard to the Property questions mentioned here (if the party reimburses). IS or any portion thereof. In threatens to become there), unless such an agreement, compromise or consent does not contain the event of any material damage to or destruction approval of the Property unconditional reward without obligation without further compensation or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice insurance that can occur or may occur. Outside of such damage a claim, the action or destruction (and if necessary procedure, the Closing Date shall be extended to give Purchaser recognition of the full ten day period to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser party's rewarded party does not elect to terminate this Agreementinclude. The company is not liable in accordance with the above claims for certain losses,Damage, Seller shall not settle any casualty loss without Purchaser’s consentliability, expenses or expenses of the compensated party, which consent will not be unreasonably withheld or delayed. In are determined by the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair orcourt, in the final decision that no other appeal can be confirmed, as if it were only from serious negligence or intentional guilt of this compensated part. The fee for a lawyer and other remuneration about the rewarded side will be paid by the company by the company, because in any case they arise upon receipt of an uninsured lossobligation or on behalf of the compensation side when paying these amounts, damage if this finally stipulated that the obligations on obligations that are considered obligations, about which It is considered, led only to serious negligence or intentional fault of this compensated part. Party rights compensation for compensation in accordance with these AIDS will cost more than $100,000 be added to repair all other rights and appeals that this person may have in accordance with any other agreement or tools that each case as reasonably determined by Purchaser.compensated party or becomes part or becomes otherwise the recipient or in accordance With which law or settlement. Article

Damage. If, at any time after the Effective Date and on or before the Closing Date, all or any portion of the Property is damaged, destroyed or rendered inoperative (collectively, the "Damage"), by fire, flood, natural elements or other causes, if such Damage is reasonably anticipated to exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00) Seller shall promptly notify Purchaser Buyer of any damage such Damage and then the following shall apply: (1) If the Damage is not Material (hereinafter defined), Seller may elect to repair the Property to substantially the same or better condition than existed prior to the Property or any portion thereofDamage, subject to the reasonable approval of Buyer. In If Seller does not elect to repair the event of any material damage Damage to or destruction the Property, Buyer shall close the purchase of the Property in its diminished condition on the Closing Date and receive a credit against the Purchase Price in the amount of any deductible, and take an assignment of the insurance proceeds, in which event Seller shall assign such insurance proceeds to the Buyer, remit to Buyer any insurance proceeds received by Seller and shall permit Buyer to conduct any remaining settlement or any portion thereofother negotiations with the insurer as to the amount of proceeds payable on account of the Damage. (2) If the Damage is Material, Purchaser maythen Buyer, at its sole option, may elect either (i) to terminate this Agreement by written notice to Seller given within ten days after Purchaser receives notice at or prior to the Closing, whereupon the Escrow Agent shall immediately return the ▇▇▇▇▇▇▇ Money to Buyer and, upon Buyer's receipt thereof, neither party hereto shall have any further rights against, or obligations to, the other under this Agreement; or (ii) to agree to close the purchase of such damage or destruction (and if necessary the Property in its diminished condition on the Closing Date and to receive a credit against the Purchase Price in the amount of any deductible, and take an assignment of the insurance proceeds, in which event Seller shall be extended assign such insurance proceeds to give Purchaser the full ten day period Buyer, remit to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive Buyer any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended received by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for permit Buyer to conduct any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant remaining settlement or other negotiations with the insurer as to the immediately preceding sentenceamount of proceeds payable on account of the Damage. (3) For the purposes of this Section 19, Purchaser Damage shall be deemed to have elected be "Material" if the cost of repairing the Damage equals or exceeds Two Hundred Fifty Thousand Dollars (b$250,000.00). The cost of repairing the Damage shall be determined in the following manner: Within ten (10) abovedays after the Damage occurs if in the reasonable estimation of Seller such Damage equals or exceeds One Hundred Twenty-Five Thousand Dollars ($125,000), each party shall designate an engineering firm to act on its behalf, and the firms designated shall promptly consult with each other in an attempt to mutually agree upon the cost of repairing the Damage. If Purchaser elects or is deemed to the firms cannot agree on the cost within the 10-day period after they have elected (b) aboveboth been designated, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser they shall, within five days after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damagesuch 10-day period, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consentdesignate a third engineering firm, which consent will not shall be unreasonably withheld or delayedinstructed to determine the cost of repairing the Damage within 10 days after its designation. In The cost of repairing the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case Damage as reasonably determined by Purchaserthe third engineering firm shall be conclusive.

Damage. Seller Risk of loss up to and including the Closing Date shall promptly notify Purchaser of any damage to the Property or any portion thereofbe borne by Seller. In the event of any material damage to or destruction of any of the Property Properties or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten 10 days after Seller notifies Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten 10-day period to make such election): (ai) terminate this Agreement as to the effected properties (and the Deposit, other than the Independent Consideration which shall be delivered to Seller, E▇▇▇▇▇▇ Money shall be immediately returned to Purchaser if this Agreement is terminated as to all of the properties), or (bii) proceed under this Agreement, receive any insurance proceeds, or an assignment thereof if such proceeds are unavailable (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) ), due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing Closing for any deductible or coinsured amount under Sellersaid insurance policies and any additional amounts necessary, in Purchaser’s casualty insurancereasonable judgment, to complete such repairs. If one but not all of the properties are affected, and Purchaser fails elects to exercise its option pursuant terminate as to the immediately preceding sentencethat property, Purchaser shall also elect whether to proceed with this Agreement as to the unaffected properties in accordance the Purchase Price allocations set forth on Exhibit I (in which event the E▇▇▇▇▇▇ Money shall be deemed applied at Closing as directed by Purchaser), or to have elected (b) aboveterminate this entire Agreement and receive a return of its E▇▇▇▇▇▇ Money. If Purchaser elects or is deemed to have elected (bii) above, Purchaser may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Property is not material damagematerially damaged, then Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing, assign to Purchaser at Closing the net any available insurance proceeds for such damage repair, and credit Purchaser shall receive a credit at closing for Closing an amount equal to the applicable deductible plus any deductible amount under Seller’s casualty insurance (but not more than additional cost to complete the amount of the damage)repair. “Material damage” and “Materially damaged” means damage which will cost more than reasonably exceeding $500,000 250,000 to repair oror which, in the case reasonable estimation of an uninsured lossa mutually acceptable third party contractor, damage which will cost more take longer than $100,000 90 days to repair in each case as reasonably determined by Purchaserrepair.

Damage. Seller shall promptly notify Purchaser of any assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any portion thereofother casualty or cause until the Closing has been consummated. In If the event of any material damage to or destruction of the Property Property, or any portion part thereof, Purchaser may, at its option, by notice suffers any damage prior to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): from fire or other casualty that either (a) terminate this Agreement and the Deposit, other cost to repair or restore is equal to or greater than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser $1,000,000 or (b) proceed gives rise to a right of any tenant under this Agreementa Lease to terminate its Lease which is exercised, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentencenot waived, Purchaser shall be deemed may either at or prior to have elected Closing (bc) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller in which event the ▇▇▇▇▇▇▇ Money shall not settle be refunded to Purchaser, and neither party shall have any casualty loss without Purchaser’s consentfurther right or obligation hereunder (other than with respect to obligations hereunder that expressly survive the termination of this Agreement), or (d) consummate the Closing, in which consent will not be unreasonably withheld or delayed. In latter event all of Seller's right, title and interest in and to the event proceeds of any insurance covering such damage that is not material damage(including Seller's rent insurance, Purchaser to the extent assignable) plus an amount equal to Seller's deductible under its insurance policy (less any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which shall not have the right be payable to terminate this Agreement, but Seller Seller) shall credit and/or assign be assigned to Purchaser at the Closing. If the Property, or any part thereof, suffers any damage from a fire or other casualty prior to the Closing that the net cost to repair or restore is less than $1,000,000 and does not give rise to any tenant under a Lease to terminate its lease that is exercised or not waived , Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance proceeds for covering such damage and Purchaser shall receive a credit at closing for any plus an amount equal to Seller's deductible amount under its insurance policy (provided that Seller’s casualty insurance (but not more than insurer acknowledges and agrees to the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, assignment) and there shall be no reduction in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by PurchaserPurchase Price.

Damage. Seller If the Premises are damaged by any casualty or peril, Landlord shall promptly notify Purchaser of any damage restore the Premises to substantially the Property or any portion thereof. In the event of any material damage same condition as existed immediately prior to or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate unless this Agreement, Seller Lease is terminated by Landlord or Tenant as set forth below. Landlord and Tenant shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not each have the right to terminate this AgreementLease upon the occurrence of damage by any casualty or peril that cannot be repaired or reasonably restored within ninety (90) days after the occurrence of such damage. If the Storage Space is damaged by any casualty or peril, but Seller Landlord shall credit provide Tenant with alternative Storage Space within fifteen (15) days after the occurrence of such damage, and if alternative Storage Space is unavailable, Landlord shall notify Tenant in writing within such fifteen (15) day period and Tenant shall have the right to terminate this Lease with respect to the Storage Space and deduct the Storage Space Fee from Rent pursuant to Section 4.1 above. If the Premises and/or assign Storage Space are damaged due to Purchaser at Closing any peril, Tenant shall be entitled to an abatement of all Rent (and Storage Space Fee, if applicable) to the net insurance proceeds for extent of the interference with Tenant's use of the Premises and/or Storage Space occasioned thereby. If the Lease is not terminated pursuant to the terms hereof, Landlord shall diligently prosecute any such repairs required to restore the Premises and the Building to substantially the same condition as prior to the casualty or peril, in which event this Lease shall continue in full force and effect and the Rent shall be reduced by a proportionate amount based upon the extent to which such damage interfered with the business carried on by Tenant in the Premises during such period of repair. If Landlord commences any repair under this paragraph but has not restored the Premises to a tenantable condition by the date which is ninety (90) days after the casualty or peril, Tenant may terminate this Lease upon ten (10) days written notice to Landlord. Landlord and Purchaser shall receive a credit at closing for Tenant hereby waive any deductible amount under Seller’s casualty right that each may have against the other on account of any loss or damage arising in any manner which is covered by policies of insurance (but not more than or which policies are required to be maintained) for fire and extended coverage, public liability, workers’ compensation and other insurance existing during the amount Term of this Lease. Landlord and Tenant agree that neither party’s insurers shall hold any right of subrogation against the damage). “Material damage” means damage which will cost more than $500,000 other party, and Landlord and Tenant agree to repair orhave their respective insurers include such waiver in any policy of insurance that applies to the Building, in the case of an uninsured lossPremises or the Storage Space, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserthe contents therein or the use and occupancy thereof.

Damage. (a) If, prior to Closing, the Improvements or any portions thereof are totally or partially damaged by fire or other casualty ("Damage"), Seller shall promptly notify Purchaser deliver written notice thereof to Buyer. After the occurrence of any damage Damage, the following provisions shall apply. (b) Following any Damage, Seller shall have the right, but not the obligation, to repair any Damage and restore the Property substantially to the Property or any portion thereof. In condition existing prior to the event of any material damage to or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice date of such damage or destruction (and if necessary Damage, in which event the Closing Date shall be extended to give Purchaser the full ten day a reasonable time period to make permit Seller to complete such election): repairs and restoration. (ac) If Seller does not elect to repair and restore as provided above, then Seller shall so notify Buyer in writing, whereupon Buyer shall have the right, at its sole course of action, exercisable by written notice given to the Seller within thirty (30) days after receipt of such notice from Seller, to (i) terminate this Agreement and Agreement, in which event the Depositprovisions of Paragraph 19 below shall apply, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (bii) proceed under this Agreementto consummate the Closing, receive any in which event insurance proceeds (including, without limitation, any rent loss and/or business interruption from insurance applicable to any period on policies held and after the Closing Date) due maintained by Seller and payable as a result of such damage or destruction shall be assigned to Buyer on the Closing Date, and the Purchase Price shall be reduced by a sum equal to the applicable deductible amount, if any, under any such insurance policy. (less d) During the period from the date of the casualty until the Closing Date, Seller shall secure any amounts expended damaged portion of the Improvements and otherwise comply with applicable laws and requirements with respect to the damaged area. (e) Notwithstanding any provision of this Agreement to the contrary, if the cost of repair of any casualty, as determined by a contractor selected by Seller for restoration and costs reasonably acceptable to Buyer, exceeds Five Million Dollars ($5,000,000), or if a department store is damaged and such department store is not obligated to restore its building, then Buyer shall have the right, exercisable by delivering written notice to Seller within thirty (30) days following the date that either Party delivers written notice to the other that Buyer has the right to terminate this Agreement by reason of recovery) and assume responsibility for such repairthe existence of either of the conditions set forth in this Paragraph 13(e), and Purchaser to terminate this Agreement, in which event the provisions of Paragraph 19 below shall receive a credit at closing for any deductible amount under Seller’s casualty insuranceapply. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser Buyer does not elect to terminate this AgreementAgreement as provided in this subparagraph 13(e), Seller then Buyer shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not deemed to have the waived its termination right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserhereunder.

Damage. Risk of loss up to and including the Closing Date shall be borne by Seller. Seller shall promptly notify Purchaser give Buyer written notice of any damage to any Site, describing such damage, stating whether such damage and loss of rents is covered by insurance and the Property or any portion thereofestimated cost of repairing such damage. In the event of any “material damage damage” (described below) to or destruction of the Property or any portion thereofSite, Purchaser Buyer may, at its option, by notice to Seller given within ten (10) business days after Purchaser receives Seller has provided the above described notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten (10) business day period to make such its election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser Buyer; or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts sums expended by Seller for restoration to make repairs or restoration, and net of all other expenses incurred by Seller relating to such damage, including costs of recoverycollecting such awards or payments) and assume responsibility for such repair, and Purchaser shall receive a credit at closing Closing for any deductible amount under Seller’s casualty insurancesaid insurance policies, together with the amount of any uninsured repair costs. If Purchaser Buyer fails to exercise its option pursuant to the immediately preceding sentencetimely make such election, Purchaser Buyer shall be deemed to have elected (ba) above. If Purchaser Buyer elects or is deemed to have elected (b) above, Buyer may extend the Closing Date for the Property for up to an additional thirty (30) day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that applicable Site is not material damage, Purchaser materially (i) Buyer shall not have the right to terminate this AgreementAgreement in whole or in part pursuant to this Section 3.2; and (ii) at Closing, but Seller Buyer shall credit and/or assign to Purchaser at Closing the net receive any insurance proceeds for (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage (less any sums expended by Seller to make repairs or restoration, and Purchaser shall net of all other expenses incurred by Seller relating to such damage, including costs of collecting such awards or payments) and receive a credit at closing Closing for any deductible amount under Seller’s casualty said insurance (but not more than the amount of the damage)policies. “Material damage” means damage and “materially damaged” means, with respect to each Site, damage: (x) which will cost more than exceeds Five Hundred Thousand Dollars ($500,000 500,000) to repair orrepair; (y) that entitles tenants leasing, in the case of an uninsured lossaggregate, damage which will cost more than $100,000 ten percent (10%) of such Site to terminate its Lease; or (z) that is not fully covered by insurance proceeds, unless Seller provides Buyer with a credit at Closing equal to the uninsured repair costs. Seller has advised Buyer that the Paseo I and Paseo II Sites were damaged by hail (the “Paseo Damage”). Seller shall use commercially reasonable efforts to repair in each case as reasonably determined by Purchaserthe Paseo Damage prior to Closing and if Seller fails to complete the repair of the Paseo Damage on or prior to the Closing Date, the provisions of this Section 3.2 shall be applicable to the Paseo Damage.

Damage. If, prior to the Closing Date, all or any part of the Real Property is substantially damaged (to the extent that repairs are reasonably expected to exceed Five Hundred Thousand Dollars and no/100s ($500,000.00) by fire, casualty, the elements or any other cause, then Seller will promptly give notice to Buyer, and Buyer will have the right to terminate this Agreement by giving notice to Seller within five (5) days (or in any event prior to then targeted Closing Date) rafter Seller’s notice. During the notice period, Seller will promptly furnish Buyer such information regarding Seller’s insurance as Buyer may reasonably request and will consult and reasonably cooperate with Buyer with respect to the adjustment of insurance proceeds. If Buyer fails to give the termination notice, Seller shall promptly notify Purchaser commence repairs only to the extent actually covered by Seller’s insurance and to the extent of insurance proceeds received by Seller. At Closing, Seller will assign to Buyer all rights to insurance proceeds resulting from such event payable after closing (subject to Seller’s right to receive a credit at Closing in the amount of the reasonable costs incurred by Seller to obtain such proceeds and repair any damage repaired by Seller prior to Closing) and the Property or any portion thereofPurchase Price will be reduced by the amount of Seller’s deductible. In the event of any material damage to the Real Property by fire, casualty, the elements or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant cause that does not rise to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) level of “substantial” based on the definition above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser Buyer shall not have the right to terminate this AgreementAgreement and Seller will, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for extent actually covered by Seller’s insurance, repair such damage at its sole cost prior to Closing, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance Closing may be extended up to sixty (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 60) days to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserpermit such repair.

Damage. Seller shall promptly notify Purchaser of any damage to the Property or any portion thereof. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) terminate this Agreement If, prior to Closing, the Improvements or any portions thereof are totally or partially damaged by fire or other casualty and are not expected to be repaired or restored prior to Closing, such Seller shall give to Buyer, within five (5) days after the Depositoccurrence of such damage, other than written notice that such damage has occurred and whether Seller is insured against the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or casualty causing such damage. (b) proceed under If Seller is so insured and the proceeds of insurance are sufficient to cover the damage (or if Seller elects, in its sole discretion, to cover any uninsured damages) and if such proceeds of insurance are assignable to Buyer, this Agreementtransaction shall proceed, receive any and insurance proceeds (including, without limitation, any rent loss and/or business interruption from insurance applicable to any period on policies held and after the Closing Date) due maintained by Seller and payable as a result of such damage shall be assigned to Buyer on the Closing Date, in which event the Purchase Price shall be reduced by a sum equal to the applicable deductible amount, if any, under any such insurance policy, together with a sum equal to the cost to repair or destruction restore any uninsured damages that Seller may elect to cover as permitted above that have not, as of Closing, been paid by Seller. Each party shall have the right to extend the Closing Date for up to sixty (less any amounts expended by 60) days to permit Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails Buyer to exercise its option pursuant rights and perform its obligations as set forth in this Article XVI. (c) If any Seller is not so insured (or does not elect to cover any uninsured damages), Buyer shall have the right, exercisable by written notice given to the immediately preceding sentenceSellers within fifteen (15) days after Seller’s notice described in Section 16.1(a) above is delivered to Buyer, Purchaser to terminate this Agreement, in which event the provisions of Article XIX below shall be deemed apply. (d) No Seller shall adjust or settle any claim for insurance proceeds without the prior written approval of Buyer. During the period from the date of the casualty until the Closing Date, Seller shall secure any damaged portion of the improvements and otherwise comply with applicable laws and requirements with respect to the damaged area. (e) Notwithstanding any provision of this Agreement to the contrary, if the cost of repair of any casualty, as determined by a contractor selected by Seller and reasonably acceptable to Buyer, exceeds Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) per Property, then Buyer shall have elected the right, exercisable by delivering written notice to Seller within thirty (b30) abovedays following the date that either party delivers written notice to the other that Buyer has the right to terminate this Agreement by reason of the existence of either of the conditions set forth in this Section 16.1(e), to terminate this Agreement, in which event the provisions of Article XIX below shall apply. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser Buyer does not elect to terminate this AgreementAgreement as provided in this Section 16.1(e), Seller then Buyer shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not deemed to have the waived its termination right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserhereunder.

Damage. If, prior to the Closing, all or any portion of the Property is damaged by fire or any other cause whatsoever, Seller shall promptly notify Purchaser give Buyer written notice of such damage. i. If (i) the cost for repairing such damage is equal to or less than $100,000.00 (as reasonably determined by Seller's independent insurer), (ii) the damage does not result in the termination of a Lease by any Tenant, and (iii) the damage does not result in the loss of material access to the Property or any portion thereofof the Improvements , then Buyer shall have the right at Closing to receive the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller's rights to such insurance proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage or to replace the Property. ii. In If (i) the event cost for repairing such damage is greater than $100,000.00 (as reasonably determined by Seller's independent insurer), (ii) the damage results in the termination of a Lease by any Tenant, or (iii) the damage results in the loss of material damage access to or destruction of the Property or any portion thereofof the Improvements , Purchaser may, at its then Buyer shall have the option, exercisable by written notice delivered to Seller given within ten days after Purchaser receives notice of such damage or destruction five (5) Business Days (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period allow for such five (5) Business Day time period) after Seller's notice of damage to make such election): Buyer, either (a) terminate this Agreement and to receive the Deposit, other than amount of the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any deductible plus all insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due received by Seller as a result of such loss, or an assignment of Seller's rights to such insurance proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage or destruction to replace the Property; or (less any amounts expended by b) to terminate this Agreement. If Buyer elects to terminate this Agreement, Buyer shall give notice to Seller for restoration and costs of recovery) and assume responsibility for such repairthereof , the Deposit shall be returned to Buyer, and Purchaser shall receive a credit at closing thereafter neither party will have any further rights or obligations hereunder, except for any deductible amount under Seller’s casualty insuranceobligations that expressly survive termination. If Purchaser Buyer fails to exercise its option pursuant notify Seller within such five (5) Business Day period of Buyer's election to the immediately preceding sentenceterminate this Agreement, Purchaser then Buyer shall be deemed to have elected option (b) above. If Purchaser elects or is deemed a), and Buyer and Seller shall proceed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment in accordance with the terms and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event conditions of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaser.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly notify Purchaser give Buyer written notice of any damage to the Property or any portion thereofFacility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Property Facility or any portion thereof, Purchaser Buyer may, at its option, by notice to Seller given within ten five (5) business days after Purchaser receives Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten five (5) business day period to make such election): (ai) terminate this Agreement and the DepositAgreement, other than the Independent Consideration in which event no party shall be delivered to Sellerhave any further obligations hereunder, shall be immediately returned to Purchaser except as expressly set forth herein, or (bii) proceed under this AgreementAgreement as to all of the Property, receive any insurance proceeds (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser Buyer fails to exercise its option pursuant to the immediately preceding sentencetimely make such election, Purchaser Buyer shall be deemed to have elected to proceed under clause (bii) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Facility is not material damagematerially damaged, Purchaser then (A) Buyer shall not have the right to terminate this Agreement, but (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall credit and/or assign to Purchaser at Closing the net be paid a portion of such insurance proceeds for in an amount equal to such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage)costs. “Material damage” means and “materially damaged” means, with respect to the Facility, damage which (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will cost more take longer than $500,000 ninety (90) days to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaseror restore.

Damage. Seller shall promptly notify Purchaser of 10.1 If any loss, damage by fire, or other casualty to any Property occurs prior to the Property or any portion thereofClosing Date, Contributor shall give prompt written notice to NM. In the event of any material damage to or destruction that, between the Effective Date and the expiration of the Diligence Period, any loss, damage by fire, or other casualty to any Property or any portion thereofoccurs, Purchaser may, NM at its option, election may terminate this Agreement by written notice to Seller Contributor given within ten days (10) Business Days after Purchaser receives the date of receipt of notice by NM of such damage or destruction (and if necessary the Closing Date shall be extended casualty damage. If NM elects to give Purchaser the full ten day period to make such election): (a) terminate this Agreement and pursuant to this Section, the Deposit, other than the Independent Consideration which shall be delivered refunded to SellerNM. If Contributor does not receive NM's written notice of termination or NM elects not to terminate the Agreement, NM shall be immediately returned deemed to Purchaser or (b) proceed under have waived its right to terminate. If NM elects not to terminate this Agreement, the Company shall receive at Closing an absolute assignment from Contributor of any interest Contributor may have otherwise had in the proceeds of any insurance proceeds on the Property (including, without limitation, including any rent loss and/or business interruption insurance applicable allocable to any the period on from and after the Closing Date) due Seller as a result less any amount of such insurance proceeds equal to Contributor's reasonable expenses, if any, incurred prior to Closing by Contributor in repairing the Property to the condition it was in prior to such damage caused by fire or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repairother casualty. At Closing, and Purchaser Contributor shall receive give NM a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant on the Transfer Value equal to the immediately preceding sentencelesser of the estimated cost of restoration of such Property to the condition it was in prior to any such casualty or the amount of any deductible, Purchaser shall be deemed unless Contributor has repaired the damage to have elected (b) above. If Purchaser elects the Property to the condition it was in prior to any such fire or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurersother casualty. In the event that, between the expiration of the Diligence Period and the Closing Date, any Improvements located upon any Property shall be damaged or destroyed by fire, storm or other casualty, the Company shall receive at Closing an absolute assignment from Contributor of any material damageinterest Contributor may have otherwise had in the proceeds of any insurance on the Property (including any rent loss insurance allocable to the period from and after the Closing Date) less any amount of such insurance proceeds equal to Contributor's reasonable expenses, if Purchaser does not elect any, incurred prior to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In Closing by Contributor in repairing the event of any damage that is not material damage, Purchaser shall not have Property to the right condition it was in prior to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser caused by fire or other casualty. At Closing, Contributor shall receive give NM a credit at closing for on the Transfer Value equal to the lesser of the estimated cost of restoration of such Property to the condition it was in prior to any deductible amount under Seller’s such casualty insurance (but not more than or the amount of any deductible, unless Contributor has repaired the damage)damage to the Property to the condition it was in prior to any such fire or other casualty. “Material damage” means damage which will cost more than $500,000 Contributor shall maintain "all risk" replacement value insurance coverage in place on the Property at all times prior to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by PurchaserClosing.

Damage. Risk of loss up to and including the Closing Date shall be borne by Seller shall promptly notify Purchaser of any damage to the Property or any portion thereofexcept as expressly set forth herein. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser Buyer may, at its option, by notice to Seller (with a copy to Escrow Holder) given within ten days (10) Business Days after Purchaser receives notice Seller notifies Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten 10-day period to make such election): (ai) terminate this Agreement Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the Depositparties shall have no further obligations hereunder (except the indemnity obligations of each party, other than the Independent Consideration which shall be delivered to Sellersurvive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), shall be immediately returned to Purchaser or (bii) proceed under this AgreementAgreement with no adjustment of the Purchase Price, receive any insurance proceeds (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser Buyer shall receive a credit at closing Closing for any deductible amount under Seller’s casualty insurancesaid insurance policies and any uninsured or underinsured loss. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected Buyer elects (b) above. If Purchaser elects or is deemed to have elected (bii) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Property is not material damagematerially damaged, Purchaser then the parties shall not have the right proceed to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance as provided in clause (but not more than the amount of the damage)ii) above. “Material damage” and “Materially damaged” means damage which will cost more than (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $500,000 300,000 or (y) that entitles any tenant of the Property to repair orterminate its Lease, or (z) which, in the case of an uninsured lossBuyer’s or Seller’s reasonable estimation, damage which will cost more take longer than $100,000 120 days to repair in each case as reasonably determined by Purchaserrepair.

Damage. Seller shall promptly notify Purchaser In the event of any damage "damage" to the Property or any portion thereof, which is "major" (as such terms are hereinafter defined) then Seller shall promptly notify Purchaser thereof. In the event of any material damage to or destruction of the Property or any portion thereofsuch major damage, Purchaser may, at its option, by notice may elect to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary proceed with the Closing Date shall be extended (subject to give Purchaser the full ten day period to make such election): (aother provisions of this Agreement) or may terminate this Agreement and by delivering written notice thereof to Seller within ten (10) days after Purchaser's receipt of Seller's notice respecting the Depositdamage. If, other than the Independent Consideration which shall be delivered within ten (10) days of receipt of Seller's notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to Seller, this Agreement shall terminate, all ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser or (b) proceed under and, except for obligations of the parties which survive termination of this Agreement, receive any the parties shall have no further obligations hereunder. If Purchaser does not timely elect to terminate this Agreement, Purchaser shall have no further right to terminate this Agreement as a result of the damage and in such event, Seller shall assign to Purchaser at Closing all insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage or destruction (less and pay any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any insurance deductible amount due under Seller’s casualty insurance's insurance policy(ies). If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or damage is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreementmajor, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net all insurance proceeds for or condemnation awards payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies). In the event the damage is not major and prior to Closing sufficient insurance proceeds are not received or committed in writing by the insurance carrier sufficient to repair any damage, Seller shall repair such damage by Closing or give Purchaser shall receive a credit at closing Closing in an amount sufficient to pay for any deductible amount under Seller’s casualty insurance (but not more than the amount cost unpaid as of Closing for repair of the damageapplicable damage (i.e. to restore the Property to substantially the same condition as immediately before such casualty). “Material damage” means damage which will cost more than $500,000 , such amount to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably be determined by an architect or other appropriate professional selected by Seller and approved by Purchaser, such approval not to be unreasonably withheld, conditioned or delayed. Any assignment by Seller to Purchaser of insurance proceeds respecting loss of rental income shall be limited to that portion of such proceeds attributable to periods after Closing.

Damage. Seller 28.2.1. If all or, in ▇▇▇▇▇▇▇▇'s opinion a significant portion, of the Demised Premises or of the Shopping Center shall promptly notify Purchaser be damaged by fire or other casualty, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of any damage such termination to Tenant within sixty (60) days following the Property occurrence of such fire or any portion thereofother casualty, and this Lease shall then terminate immediately upon Landlord's giving Tenant written notice of such termination. In the event of such termination of this Lease, Landlord and Tenant shall be relieved from any material and all further liability or obligation hereunder, but shall not be relieved from any liability or obligation that arose prior to such termination. Tenant hereby waives any all rights to terminate this Lease that it may have by reason of damage to the Demised Premises by fire or destruction of the Property other casualty, pursuant to any presently existing or hereafter enacted statute or pursuant to any other law. 28.2.2. If all or any portion thereofof the Demised Premises is damaged by fire or other casualty insured under Landlord's fire insurance policy, Purchaser mayand this Lease if not terminated in accordance with the provisions of Section 28.2.1, at its optionabove, by notice to Seller given then Landlord shall within ten one hundred twenty (120) days after Purchaser receives notice of such damage occurs (except for taking into account the time necessary to effectuate a satisfactory settlement with any insurance company which may delay Landlord's commencing of the repair or destruction rebuild) repair or rebuild the Demised Premises or such portion thereof to its condition immediately prior to such occurrence; provided, however, that in no event shall Landlord be obligated to expend in such repair or rebuilding any sums in excess of the proceeds of any insurance policy actually paid in hand to Landlord (and if necessary including insurance proceeds released for such purposes by holders of mortgages encumbering the Closing Date Demised Premises, it being understood that Landlord shall not be extended required to give Purchaser the full ten day period to rebuild as aforesaid unless such holders of mortgages make such election): (a) terminate proceeds available). Notwithstanding any other provision of this Agreement and the DepositLease, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser nothing contained herein shall be deemed to have elected (b) aboverequire Landlord, and in no event shall Landlord be required to repair, restore or rebuild any part or portions of the Demised Premises, or of Tenant's fixtures, equipment or appurtenances therein, constituting a part of Tenant's Work as defined in Section 3.2 hereof. 28.2.3. If Purchaser elects or The Minimum Rent shall be abated proportionately based on the extent to which ▇▇▇▇▇▇'s use of the Demised Premises is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after impaired during the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event period of any material damage, if Purchaser does not elect repair or restoration provided for in this Section 28.2. Tenant shall continue the operation of its business on the Demised Premises during any such period to terminate this Agreementthe extent reasonably practicable from the standpoint of prudent business management and any obligation of Tenant under the Lease Minimum Rent hereinabove provided, Seller Tenant shall not settle be entitled to any casualty compensation or damage for loss without Purchaser’s consent, which consent will not be unreasonably withheld in the use of the whole or delayed. In any part of the event of Demised Premises and/or any damage that is not material inconvenience or annoyance occasioned by any damage, Purchaser shall not have the right to terminate this Agreementdestruction, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaseror restoration.

Damage. Seller shall promptly notify Purchaser The risk of any loss or damage to the Property or any portion thereofAssets and Real Estate to be sold to Buyer hereunder shall be upon Seller and R/E Owner at all times prior to Closing. In the event of such loss or damage, Seller and R/E Owner shall promptly notify Buyer thereof and repair, replace or restore any material such Assets and Real Estate to their former condition as soon as possible after its loss and prior to the Closing Date. If damage has occurred and such repair or restoration of any such damage has not been completed prior to or destruction of the Property or any portion thereofClosing Date, Purchaser Buyer may, at its option: a. Elect to consummate the Closing, by notice in which event Seller and R/E Owner shall pay to Buyer the costs of such repair, replacement or restoration as is required to restore the Asset and/or Real Estate to its former condition and against such obligation shall assign to Buyer all of Seller's and R/E Owner's rights under any applicable insurance policies. Buyer shall, in such event, submit to Seller given within ten days after Purchaser receives notice and R/▇ ▇▇▇▇▇ ▇▇ ▇temized list of the cost of such damage repair, replacement or destruction (restoration. If the parties are unable to agree upon such costs, the matter shall be referred to a qualified architect mutually acceptable to Seller and if necessary R/E Owner and Buyer whose decision as to the costs shall be final and whose fees and expenses shall be paid one-half by R/E Owner/Seller and one-half by Buyer; or b. Elect to postpone the Closing Date shall be extended for a period of up to give Purchaser the full ten day period ninety (90) days to permit Seller to make such election): (a) terminate this Agreement and repairs, replacement or restoration as is required to restore the DepositAsset and/or Real Estate to its former condition. If, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result expiration of such damage the extension period granted by Buyer, the Asset and/or Real Estate has not been adequately repaired, replaced or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repairrestored, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to Buyer may terminate this Agreement. If the parties disagree as to whether the Asset has been adequately repaired, replaced or restored, the matter shall be referred to a mutually acceptable qualified expert whose decision shall be final, and whose fees and expenses shall be paid one-half by R/E Owner/Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined one-half by PurchaserBuyer.

Damage. Seller shall promptly notify Purchaser In the event of any damage “damage” to the Property or any portion thereof prior to Closing, which is “major” (as such terms are hereinafter defined) then Seller shall promptly notify Purchaser thereof. In the event of any material damage to or destruction of the Property or any portion thereofsuch major damage, Purchaser may, at its option, by notice may elect to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary proceed with the Closing Date shall be extended (subject to give Purchaser the full ten day period to make such election): (aother provisions of this Agreement) or may terminate this Agreement and by delivering written notice thereof to Seller within ten (10) days after Purchaser’s receipt of Seller’s notice respecting the Depositdamage. If, other than the Independent Consideration which shall be delivered within ten (10) days of receipt of Seller’s notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to Seller, this Agreement shall terminate, all ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser and neither party hereto shall have any further rights, obligations or (b) proceed liabilities hereunder, except those indemnities, rights and obligations which, under the terms hereof, expressly survive termination of this Agreement. If Purchaser does not timely elect to terminate this Agreement, receive any Purchaser shall have no further right to terminate this Agreement as a result of the damage and in such event, Seller shall pay over or assign to Purchaser at Closing all of Seller’s right, title and interest in and to all insurance claims with respect to the damage and all insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage that have not been paid on account of Monetary Liens. If the damage is not major, then Purchaser may not terminate this Agreement and Seller shall pay over or destruction (less any amounts expended by Seller for restoration assign to Purchaser at Closing all of Seller’s right, title and costs interest in and to all insurance claims with respect to the damage and all insurance proceeds or condemnation awards payable as a result of recovery) and assume responsibility for such repair, and damage that have not been paid on account of Monetary Liens. Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair orany deductible under any of Seller’s insurance policies, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserapplicable.

Damage. Seller The Property Owners shall promptly notify Purchaser give Regency written notice of any damage to their respective Properties, describing such damage whether such damage is covered by insurance and the estimated cost of repairing such damage. If such damage would not have a Material Adverse Effect on the damaged Property, (i) the respective Property Owner owning the Property or any portion thereof. In in question shall, to the event of any material damage extent possible, begin repairs prior to or destruction of the Property or any portion thereofFirst Closing, Purchaser may, (ii) at its option, by notice to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary the First Closing Date the Partnership shall be extended to give Purchaser the full ten day period to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any all insurance proceeds not applied to cure the damage with respect to such Property prior to the First Closing (including, without limitation, any including rent loss and/or business interruption insurance applicable to any period on from and after the Closing DateFirst Closing) due Seller as to a result Property Entity for the damage, together with an assignment of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repairunsettled insurance claim, and Purchaser in the case of a Property owned by a Joint Venture, such Joint Venture shall receive not assign, transfer or encumber any such unapplied proceeds and unsettled insurance claim, (iii) any uninsured damage, coinsurance or deductible and any rent abatement not covered by rent loss insurance proceeds delivered to a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant Property Owner, as reasonably estimated by Regency, shall be credited to the immediately preceding sentencePartnership at the First Closing, Purchaser shall be deemed to have elected and (biv) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair orand, in the case of a Property owned by a Property Entity, the Partnership shall assume the responsibility for the repair after the First Closing. The Partnership shall be entitled to any excess of the proceeds of the respective Property Entity's insurance over and above the actual cost of repair and restoration. If such damage is likely to have a Material Adverse Effect on the damaged Property which cannot be substantially remedied by applying insurance proceeds to cure the Material Adverse Effect ("Unremedied Material Damage"), Regency may elect, subject to the satisfaction or waiver by Regency of the condition to the First Closing set forth in Section 8.1.1 (aggregate assets), by notice to the respective Property Owner as to the Property in question given within 20 Business Days after Regency is notified of such damage (and the Closing as to such Property shall be extended, if necessary, to give Regency such 20 Business Day period to respond to such notice) to (i) proceed in the same manner as in the case of damage that is not material, receiving a credit at the Closing equal to the amount by which the Contribution Value of such Property as set forth on Schedule 2.1 is reduced by such damage, or (ii) elect not to acquire the Property in question and receive a credit for the Contribution Value of such Property as set forth in Schedule 2.1 against consideration required to be delivered by Regency at the Closing. In the case of damage that does not constitute an uninsured lossUnremedied Material Damage, damage Regency's remedy shall be limited to receiving a credit pursuant to clause (i) in the preceding sentence. Any Property which will cost more than $100,000 Regency so elects not to repair in each case as reasonably determined by Purchaseracquire pursuant to clause (ii) above shall be an Excluded Asset and shall no longer be subject to this Agreement.

Damage. Seller shall promptly notify Purchaser In case of any damage to the Property by fire, vandalism, malicious mischief or any portion thereofother casualty, Landlord shall (unless this Lease is terminated as provided below) diligently proceed to make all the repairs necessary to restore any damaged improvements on the Real Estate (excluding any personal property of Tenant) to the condition in which they existed immediately prior to the destruction or damage, subject to delays which may arise by reason of adjustment of loss under insurance policies and delays beyond the reasonable control of Landlord. In Within 60 days after the event of any material damage to or destruction date of the Property or any portion thereofdamage, Purchaser may, at its option, by Landlord shall deliver a written notice to Seller given within ten days after Purchaser receives notice of Tenant detailing the time estimated by ▇▇▇▇▇▇▇▇’s architect or general contractor to restore such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurancedamage. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not Landlord may elect to terminate this AgreementLease by notifying Tenant in writing of the termination within 60 days after the date of damage (the termination notice to include a termination date providing at least 90 days for Tenant to vacate the Property) if: (a) repairs to the Property cannot reasonably be completed within 180 days after the casualty without the payment of overtime or other premiums, Seller (b) more than 40% of the Property is affected by the damage, or (c) any mortgagee of Landlord shall not settle require that the insurance proceeds or any casualty loss without Purchaser’s consentportion of the proceeds be used to retire any mortgage debt, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damagefully covered by Landlord’s insurance policies; provided, Purchaser however, as a condition to Landlord’s termination of this Lease, it shall also terminate all other leases in the Building. If Landlord does not timely deliver a written notice electing to terminate this Lease as provided above and the estimate provides that the repairs to the Property cannot reasonably be completed within 180 days after the casualty without the payment of overtime or other premiums, Tenant shall also have the right to terminate this AgreementLease by written notice to Landlord within 30 days after Landlord’s notice that it is not terminating this Lease (or the date of expiration of said 60 day period if Landlord fails to timely deliver a written notice of termination). If a portion of the Property is damaged by fire or other casualty, but Seller shall credit and/or assign and this Lease is not terminated, Landlord shall, to Purchaser at Closing the net extent of available insurance proceeds for proceeds, restore the damaged improvements to as near the condition which existed immediately prior to such damage or destruction as is reasonably possible. In addition, Base Rent and Purchaser Additional Rent shall receive ▇▇▇▇▇ during such period of time as Tenant is not reasonably able to conduct its business in the Property. If Tenant is unable to reasonably conducts its business in a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount portion of the damage). “Material damage” means damage which will cost more than $500,000 to repair orProperty, then during such period, Base Rent and Additional Rent shall ▇▇▇▇▇ in the case proportion that the affected portion of an uninsured loss, damage which will cost more than $100,000 the Property bears to repair in each case as reasonably determined by Purchaserthe entire Property.

Damage. Seller shall promptly notify Purchaser If, at any time after the date hereof and on or before the Closing Date, all or a portion of any damage Property is damaged, destroyed or rendered inoperative (collectively, the "Damage"), by fire, flood, natural elements or other causes beyond Seller's control, then the following shall apply: (a) If the Damage is not Material (hereinafter defined), Buyer shall proceed to close and purchase the Property as diminished by such Damage, subject to a reduction in the Purchase Price equal to the Property cost of repairing or any portion thereof. In restoring the event of any material damage to or destruction of Damage, as determined under subparagraph (c) below. (b) If the Property or any portion thereofDamage is Material, Purchaser maythen Buyer, at its sole option, may elect either (i) to terminate this Agreement by written notice to Seller given within ten days after Purchaser receives notice of such damage at or destruction (and if necessary prior to the Closing Date Closing, whereupon the Title Company shall be extended immediately return the Escrow Deposit to give Purchaser Buyer and, upon Buyer's receipt thereof, neither party hereto shall have any further rights against, or obligations to, the full ten day period to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds ; or (including, without limitation, any rent loss and/or business interruption insurance applicable ii) require Seller to any period on agree to close and complete the repair or restoration of the Damage after the Closing DateClosing. (c) due Seller as a result For the purposes of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repairthis Paragraph 6.1, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser Damage shall be deemed to have elected be "Material" if (bi) abovethe cost of repairing the Damage equals or exceeds $250,000. The cost of repairing the Damage shall be determined in the following manner: Within 10 days after the Damage occurs, each party shall designate an engineering firm to act on its behalf, and the firms designated shall promptly consult with each other in an attempt to mutually agree upon the cost of repairing the Damage. If Purchaser elects or is deemed the firms cannot agree on the cost within the 10-day period after they have both been designated, they shall, within five days after such 10-day period, designate a third engineering firm, which shall be instructed to have elected determine the cost of repairing the Damage within 10 days after its designation. The cost of repairing the Damage as determined by the third engineering firm shall be conclusive. (bd) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller This Agreement shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In interpreted as including an agreement by the event of any damage parties that is not material damage, Purchaser they shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage rights and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount duties prescribed by Section 5.007 of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by PurchaserTexas Property Code.

Damage. Seller (a) If the Premises shall promptly notify Purchaser of any damage be damaged by fire or other cause, unless due to the Property gross negligence or willful misconduct of Tenant, its servants, employees, agents, visitors or licensees, the damage shall be diligently repaired within a reasonable time not to exceed 180 days by and at the expense of Landlord and the rent until such repairs shall have been made shall ▇▇▇▇▇ pro-rata according to the part of the Premises which is unusable by Tenant. Due allowances shall be made for reasonable delay which may arise by reason of adjustment of fire insurance by Landlord and for personnel delay on account of strike or labor disputes or any portion thereofother cause beyond Landlord's control. In If, however, the event Premises are rendered wholly untenantable by fire or other cause and Landlord shall decide not to rebuild the same, or if the entire Building be so damaged that Landlord shall decide to demolish it or not to rebuild it, then or in any of any material damage to or destruction of the Property or any portion thereofsuch events, Purchaser Landlord may, at its option, cancel and terminate this Lease by giving Tenant notice in writing of its intention to Seller cancel this Lease, whereupon the term of this Lease shall terminate upon the thirtieth (30th) day after such notice is given within ten days after Purchaser receives notice of such damage or destruction (and if necessary Tenant shall vacate the Closing Date Premises and surrender the same to Landlord; provided however, all rent hereunder shall be extended abated from and after the date of destruction. Except for the foregoing abatement of Rent, Landlord shall not be liable to give Purchaser Tenant for any period during which the full ten day period to make such election): (a) terminate this Agreement and occupation of said Premises by Tenant may not be possible because of the Deposit, matters herein above stated nor shall Landlord be liable for any damage incurred by Tenant other than Landlord's obligation to repair the Independent Consideration which Premises as aforesaid. Without limiting the foregoing, Landlord shall not be delivered responsible for consequential damages, lost profits or any damage to Seller, shall be immediately returned to Purchaser or Tenant's personal property. (b) proceed Upon any termination of this Lease under this Agreementany of the provisions of the Section 23, receive any the parties shall be released thereby without further obligation to the other, from the date possession of the Premises is surrendered to Landlord, except for items which have theretofore accrued and are then unpaid. In the event the Premises are damage, Tenant shall pay to Landlord its insurance proceeds relating to the Leasehold Improvements and alterations in the Premises. (includingc) Notwithstanding anything to the contrary herein, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after if the Closing Date) due Seller Premises are damaged as a result of the negligence or willful misconduct of Tenant or Tenant's employees, agents or invitees, Landlord shall have no obligation to restore the Building or the Premises, Tenant shall pay to Landlord, as additional rent, the amount by which the cost of repairing any damage exceeds the amount of insurance proceeds received by Landlord on account of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurancedamage. If Purchaser fails to exercise its option pursuant Notwithstanding anything to the immediately preceding sentencecontrary herein, Purchaser if the Premises are damaged as a result of the willful misconduct of Landlord or Landlord's employees, agents, or invitees, Landlord shall be deemed to have elected restore and repair the Premises at Landlord's cost. (bd) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event that (1) damage is due to any cause other than fire or other peril fully covered by any extended coverage insurance maintained by Landlord, (2) the holder of any material mortgage secured by the Building fails or refuses to make insurance proceeds available for repair, restoration and reconstruction, (3) zoning or other laws or regulations applicable to the site upon which the Building was constructed do not permit Landlord to repair, restore or reconstruct on such site a building substantially similar to the Building, or (4) Landlord is delayed or prevented from repairing or restoring any damage to the Building or the Premises within one hundred eighty (180) days after the occurrence of such damage, if Purchaser does not by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials or other cause beyond the control of Landlord, Landlord or Tenant may elect to terminate this AgreementLease by written notice to the other. (e) It is hereby understood that if Landlord is obligated or elects to repair or restore as herein provided, Seller Landlord shall be obligated to make repairs or restoration only of those portions of the Building and the Premises which were originally provided at Landlord's expense, or for which the Landlord has received insurance proceeds and the repair and restoration of items not settle any casualty loss without Purchaser’s consent, which consent will not provided at Landlord's expense shall be unreasonably withheld or delayedthe obligation of Tenant. In no event shall Landlord be obligated to repair or restore any trade fixtures, furnishings, equipment or personal property belonging to Tenant. (f) Notwithstanding anything to the event of any damage that is not material damagecontrary contained in this Section 23, Purchaser Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the right to terminate Premises when the damage resulting from any casualty covered under this Agreement, but Seller shall credit and/or assign to Purchaser at Closing Section 23 occurs during the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance last twelve (but not more than the amount 12) months of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case term of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserthis Lease or any extension thereof.

Damage. Risk of loss up to and including the Closing Date shall be borne by Seller; provided, however, that Seller shall promptly notify Purchaser of any damage have no obligation to rebuild the Property or any portion thereofProperty. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser Buyer may, at its option, by notice to Seller given within ten thirty (30) days after Purchaser receives notice Buyer is notified of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten 30 day period to make such election, which election shall be deemed irrevocable): (ai) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, ▇▇▇▇▇▇▇ Money (plus interest earned thereon) shall be immediately returned to Purchaser Buyer, (ii) if Seller agrees to rebuild the Property, extend the date of Closing by up to three hundred sixty-five (365) days to permit Seller to restore the Property to its previous condition (provided that, if the Property is not fully restored and repaired at the end of such three hundred sixty-five (365) day period, Buyer shall have the options provided in (i) and (iii) at such time), or (biii) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of any such damage or destruction (less any amounts expended by Seller for which have not been applied to the cost of restoration and costs repair of recovery) the Property and Buyer shall assume responsibility for all such repairrepairs, and Purchaser Buyer shall receive a credit at closing Closing for any deductible or coinsured amount under Seller’s casualty insurancesaid insurance policies. If Purchaser fails Buyer elects to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected proceed under provision (b) above. If Purchaser elects or is deemed to have elected (biii) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser Buyer after the Closing to assist Purchaser Buyer in obtaining the insurance proceeds from Seller’s insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Property is not material damagematerially damaged, Purchaser then Buyer shall not have the right to terminate this AgreementAgreement if Seller agrees, but at its cost, to repair the damage before the Closing and restore the Property to its previous condition or, if repair and restoration cannot reasonably be completed before the Closing, Buyer shall elect by written notice to Seller given at least ten (10) business days prior to the scheduled date of Closing, either to extend the date of Closing by up to ninety (90) days to permit Seller to restore the Property to its previous condition. If such repairs are not completed by Closing, the Buyer shall credit and/or assign have the remedies set forth in Section 4.1(i) or (iii), or to Purchaser receive an assignment from Seller at the Closing the net of all insurance proceeds for due Seller as a result of any such damage or destruction which have not been applied to the cost of restoration and Purchaser repair of the Property and Buyer shall receive assume responsibility for all such repairs, with Buyer receiving a credit at closing for Closing in an amount equal to any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage)applicable deductible. “Material damage” and “materially damaged” means damage which will cost more than reasonably exceeding $500,000 1,000,000.00 to repair or, in or Seller does not complete the case repair of an uninsured loss, the damage which will cost more than $100,000 prior to repair in each case as reasonably determined by PurchaserClosing.

Damage. Risk of loss up to and including the Closing Date shall be borne by Seller. Seller shall promptly notify Purchaser give Buyer written notice of any damage to the Property or any portion thereofProperty, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Property or any portion thereof, Purchaser Buyer may, at its option, by notice to Seller given within ten (10) business days after Purchaser receives Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser Buyer the full ten (10) business day period to make such election): (ai) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser Buyer, or (bii) proceed under this Agreement, receive any insurance proceeds (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller or Buyer under the insurance carried by Buyer as tenant of the Property as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to terminate this Agreement as provided above. If Buyer elects (ii) above, Buyer may extend the Closing Date for the Property for up to an additional thirty (30) day period in which to obtain insurance settlement agreements with Buyer's insurers, and Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller's insurers. If the Property is not materially damaged, then (i) Buyer shall not have the right to terminate this Agreement, (ii) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer, and (iii) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser Buyer shall receive a credit at closing Closing for any deductible deductible, uninsured or co-insured amount under Seller’s casualty insurancesaid insurance policies. If Purchaser fails to exercise its option pursuant to To the immediately preceding sentence, Purchaser shall be deemed to extent Seller has incurred reasonable market based costs in effecting the repairs requested and directed by Buyer (which costs have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing not been assumed by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this AgreementBuyer), Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event paid a portion of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net such insurance proceeds for in an amount equal to such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage)costs. “"Material damage” means damage which will cost more than $500,000 " and "Materially damaged" means, with respect to repair or, in the case of an uninsured lossProperty, damage which will cost more than in Buyer's reasonable estimation exceeds $100,000 to repair in each case as reasonably determined by Purchaser100,000.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall immediately give Buyer written notice of such fact and Buyer shall have the right (to be exercised within thirty (30) days after receipt of Seller’s notice) to terminate this Agreement. If this Agreement is so terminated, neither party will have any further obligations under this Agreement and the E▇▇▇▇▇▇ Money and all accrued interest thereon shall be refunded to Buyer. If Buyer fails to terminate this Agreement despite such damage, or if the Property is damaged but not substantially, Seller shall promptly notify Purchaser of any damage commence to the Property or any portion thereof. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice of repair such damage or destruction (and if necessary return the Property to its condition prior to such damage. If such damage shall be completely repaired prior to Closing Date, then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be extended entitled to give Purchaser receive the full ten day period proceeds of all insurance related to make such election): (a) terminate this Agreement damage after repair is completed; provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the DepositPurchase Price (specifically, other than first the Independent Consideration cash portion thereof, if applicable which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period is payable on and after the Closing Date) due Seller as a result shall be reduced by the cost of such damage repair (as estimated by Buyer’s contractor), or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repairat Buyer’s option, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the assign to Buyer all right to terminate this Agreement, but Seller shall credit and/or assign receive the proceeds of all insurance related to Purchaser at Closing the net insurance proceeds for such damage and Purchaser the Purchase Price shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than be reduced by the amount of any deductibles on such insurance. For purposes of this Section, the damage). words “Material damagesubstantially damaged” means mean damage which will that would cost $200,000 or more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserrepair.

Damage. Seller shall promptly notify Purchaser Seller, at Seller's sole expense, will maintain the Unit in the same condition and repair as of the date of Closing, normal wear and tear excepted. In order to document whether any damage has occurred to the Property or any portion thereof. In Unit between the event date of any material damage to or destruction Closing and the date Seller delivers possession of the Property or any portion thereofUnit to Purchaser, Seller will document prior to Closing the condition of the Unit with a video walk- through of the Unit. Further, Purchaser may, shall have the right to participate in one walk-through of the Unit ("Pre-Closing Walk-Through") with Seller's representative in order to confirm the condition of the Unit at its option, by notice to Seller given within ten days after Purchaser receives notice the time of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insuranceClosing. If Purchaser fails to exercise its option pursuant schedule a Pre-Closing Walk-Through with Seller prior to Closing, or if Purchaser declines or refuses to complete the immediately preceding sentence, Purchaser shall be deemed to Pre-Closing Walk-Through or have elected (b) above. If Purchaser elects or is deemed to have elected (b) abovePurchaser's designee do so on Purchaser's behalf at the scheduled time, Seller shall consider such failure by Purchaser to be a waiver of Purchaser's right to participate in a Pre-Closing Walk-Through. In no event will assign without recourse all applicable insurance proceeds to Purchaser at any difficulty in scheduling a Pre-Closing by assignment and will cooperate Walk-Through with Purchaser after be the Closing to assist Purchaser basis for a delay in obtaining the insurance proceeds from Seller’s insurersClosing. In the event that damage to Unit, normal wear and tear excepted, occurs between the date of any material damage, if Closing and the date Seller delivers possession of the Unit to Purchaser does not elect to terminate this Agreement(other than damage caused by or through Purchaser), Seller shall, as Purchaser’s sole and exclusive remedy, repair such damage at Seller's expense within sixty (60) business days after such date of delivery of possession, subject to Force Majeure. Purchaser may at its option also participate in a walk-through of the Unit with Seller's representative on December 18, 2021, to confirm the condition of the Unit. Purchaser acknowledges and agrees that Purchaser is purchasing the Unit in its “as-is” state of condition and repair at the time of Closing and this Section 7.b shall not settle be construed as granting Purchaser any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld warranty of construction or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreementobject to deficiencies in the Unit, but all as set forth in Section 6.a above, except as related to damage occurring between the date of Closing and the date Seller shall credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount delivers possession of the damage). “Material damage” means damage which will cost more than $500,000 Unit to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaser.

Damage. If, prior to the Closing Date, all or any part of the Improvements are damaged by fire or other casualty, then Seller shall promptly notify immediately give notice to Purchaser of any damage such fact and, if the Improvements are substantially damaged, then at Purchaser’s option (to the Property or any portion thereof. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given be exercised within ten thirty (30) days after Purchaser receives notice Purchaser’s receipt of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period to make such election): (a) terminate Seller’s notice), this Agreement and the Depositshall terminate, in which event neither party will have any further obligations under this Agreement (other than the Independent Consideration obligations of Purchaser set forth in Section 3(b) and the indemnity obligations of Purchaser set forth in Section 13 of this Agreement, and any other obligations that specifically survive the termination hereof in accordance with the terms of this Agreement, which obligations shall survive any such termination), and the ▇▇▇▇▇▇▇ Money shall be delivered to Seller, shall be immediately returned to Purchaser within two (2) business days of the date of such termination, provided Purchaser and Seller shall execute any document reasonably required by the other party to evidence such termination. If Purchaser fails to elect to terminate despite such damage, or (b) if the Improvements are damaged but not substantially, then Purchaser shall proceed under this Agreementto Closing and accept title to the Real Property in its then existing physical condition, receive without any abatement or reduction of, or credit against, the Purchase Price, but Seller shall assign to Purchaser any unapplied insurance proceeds (paid or payable to Seller in connection with such damage, subject to the rights of tenants under the Leases, and subject to the right of Seller to use the proceeds of all insurance related to such damage as herein provided. Seller shall have the right to commence restoration of the Improvements prior to Closing and to use the proceeds of all insurance related to such damage as hereinafter provided, and in such event the credit due to Purchaser at closing in respect of such casualty shall be reduced by the cost of the restoration work performed by Seller and approved by Purchaser. Seller shall have the right to negotiate with and adjust any claim with the insurance company insuring the Improvements so damaged, and to provide and effect the necessary restoration as and to the extent required under the Leases, including, without limitation, any rent loss and/or business interruption insurance applicable reducing the damaged Improvements to any period on grade and after clearing the Closing Date) due Seller Real Property and doing such other things as a result may be reasonably necessary for the protection of such damage or destruction (less any amounts expended all persons and property that may be endangered by Seller for restoration and costs the existing condition of recovery) and assume responsibility for such repairthe Real Property, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, which case Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign use the proceeds of all insurance related to Purchaser at Closing the net insurance proceeds such damage for such purposes. For purposes of this Section 11, the words “substantially damaged” mean damage and Purchaser shall receive a credit at closing for with respect to any deductible amount under Seller’s casualty insurance (but not Improvements that would cost $1,000,000.00 or more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by Purchaserrepair.

Damage. Seller Risk of loss up to and including the Closing Date shall promptly notify Purchaser of any damage to the Property or any portion thereofbe borne by Seller. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten 10 days after Seller notifies Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten 10-day period to make such election): (ai) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, E▇▇▇▇▇▇ Money shall be immediately returned to Purchaser Purchaser, or (bii) proceed under this Agreement, receive any insurance proceeds, or an assignment thereof if such proceeds are unavailable (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) ), due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing Closing for any deductible or coinsured amount under Sellersaid insurance policies and any additional amounts necessary, in Purchaser’s casualty insurance. If Purchaser fails reasonable judgment, to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) abovecomplete such repairs. If Purchaser elects or is deemed to have elected (bii) above, Purchaser may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Property is not material damagematerially damaged, then Purchaser shall not have the right to terminate this AgreementAgreement so long as Seller undertakes, but Seller shall credit and/or at its cost, to repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing, to assign to Purchaser at Closing the net any available insurance proceeds for such damage repair, and credit Purchaser shall receive a credit at closing for Closing an amount equal to the applicable deductible plus any deductible amount under Seller’s casualty insurance (but not more than additional cost to complete the amount of the damage)repair. “Material damage” and “Materially damaged” means damage which will cost more than reasonably exceeding $500,000 25,000 to repair oror which, in the case reasonable estimation of an uninsured lossa mutually acceptable third party contractor, damage which will cost more take longer than $100,000 30 days to repair in each case as reasonably determined by Purchaserrepair.

Damage. Seller Risk of loss up to and including the Closing Date shall promptly notify Purchaser of any damage to the Property or any portion thereofbe borne by Seller. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten 10 days after Seller notifies Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten 10-day period to make such election): (ai) terminate this Agreement and the Deposit, other than the Independent Consideration which shall be delivered to Seller, E▇▇▇▇▇▇ Money shall be immediately returned to Purchaser Purchaser, or (bii) proceed under this Agreement, receive any insurance proceeds (including, without limitation, including any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing Closing for any deductible deductible, uninsured or coinsured amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) abovesaid insurance policies. If Purchaser elects or is deemed to have elected (bii) above, Purchaser may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. In If the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that Property is not material damagematerially damaged, then Purchaser shall not have the right to terminate this Agreement, but Seller shall shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or if repairs cannot be completed before the Closing, credit and/or assign to Purchaser at Closing for the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than reasonable cost to complete the amount of the damage)repair. “Material damage” and “Materially damaged” means damage which will cost more than $500,000 (x) reasonably exceeding five (5%) percent (on a per property or cumulative basis) of the Purchase Price to repair orrepair, or (y) which, in the case of an uninsured lossPurchaser’s reasonable estimation, damage which will cost more take longer than $100,000 90 days to repair in each case as reasonably determined by Purchaserrepair.

Damage. Seller shall promptly notify Purchaser In the event of any damage "damage" to the Property or any portion thereof prior to Closing, which is "major" (as such terms are hereinafter defined) then Seller shall promptly notify Purchaser thereof. In the event of any material damage such major damage, Purchaser may elect to proceed with the Closing (subject to the other provisions of this Agreement) or destruction may terminate this Agreement by delivering written notice thereof to Seller within ten (10) days after Purchaser's receipt of Seller's notice respecting the damage. If, within ten (10) days of receipt of Seller's notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to Seller, this Agreement shall terminate, all E▇▇▇▇▇▇ Money shall be returned to Purchaser and, except for obligations of the Property parties which survive termination of this Agreement the parties shall have no further obligations hereunder. If Purchaser does not timely elect to terminate this Agreement (subject to any lender's refusal to pay insurance proceeds or any portion thereofcondemnation awards to Seller, in which event Purchaser may, at its option, by notice to Seller given within shall have ten ( 10) days after Purchaser receives from receipt of notice of such damage or destruction (and if necessary the Closing Date refusal to elect whether to terminate this Agreement), Purchaser shall be extended have no further right to give Purchaser the full ten day period to make such election): (a) terminate this Agreement as a result of the damage and the Depositin such event, other than the Independent Consideration which Seller shall be delivered to Seller, shall be immediately returned pay over or assign to Purchaser or (b) proceed under this Agreement, receive any at Closing all insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage or destruction (less and pay any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any insurance deductible amount due under Seller’s casualty insurance's insurance policy(ies). If the damage is not major, then Purchaser fails to exercise its option pursuant to the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does may not elect to terminate this Agreement, Agreement and Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld pay over or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign to Purchaser at Closing the net all insurance proceeds for or condemnation awards payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies). In the event the damage is not major and prior to Closing sufficient insurance proceeds are not received or committed in writing by the insurance carrier sufficient to repair any damage, Seller shall repair such damage by Closing to Purchaser's reasonable satisfaction to the condition that existed prior to such damage or give Purchaser shall receive a credit at closing Closing in an amount sufficient to pay for any deductible amount under Seller’s casualty insurance (but not more than the amount cost unpaid as of Closing for repair of the damageapplicable damage (i.e. to restore the Property to substantially the same condition as immediately before such casualty), such amount to be determined by an architect or other appropriate professional selected by Purchaser and approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed. “Material damage” means damage which will cost more than $500,000 Any assignment by Seller to repair orPurchaser of insurance proceeds respecting loss of rental income, shall be limited to that portion of such proceeds attributable to periods after Closing. Seller agrees that the assignment of insurance proceeds contemplated under this Section 7.1 shall include, without limiting the generality of the foregoing assignment, insurance proceeds from any loss of income or rents insurance policy maintained by Seller. The Closing shall be extended for a period of up to an additional thirty (30) days in the case of an uninsured loss, damage which will cost more than $100,000 event any lender fails to repair in each case as reasonably determined by Purchasermake a decision regarding any insurance proceeds or condemnation awards on or before the then scheduled Closing Date.

Damage. Seller Except as hereinafter set forth, in the event the Premises or the Building is damaged from any cause, Landlord shall promptly notify Purchaser forthwith repair such damage and this Lease shall remain in full force and effect. Provided such damage was not caused by Tenant’s, or by its agents, employees, contractors, invitees or licensees, negligent or willful act, Tenant shall be entitled to a proportionate reduction of any damage Rent while such repairs are being made in an amount not to exceed the applicable rental interruption insurance proceeds received by Landlord, and that is in the same proportion to the Property or any Rent as the rentable area of the portion thereofof the Premises so damaged and is unusable bears to the total rentable area of the Premises. In the event the cost of any material repairing such damage to is not covered by Landlord’s insurance, or destruction in the event the cost of repairs exceeds the Property or any portion thereofinsurance proceeds payable, Purchaser mayLandlord may elect, at its option, by notice to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten day period not to make such election): (a) terminate repairs, in which event this Agreement Lease may be terminated at the option of either party upon the giving of notice and without liability to the Deposit, other party. In the event the Premises are rendered untenantable for more than the Independent Consideration which shall be delivered to Seller, shall be immediately returned to Purchaser or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller 360 days as a result of any such damage, Landlord or Tenant may elect to terminate this Lease provided notice thereof is given to the other party hereto within 30 days following the date such party is notified that such damage or destruction (less may not be repaired within said 360 day period. Landlord shall under no circumstances be required to repair any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Purchaser fails to exercise its option pursuant damage to the immediately preceding sentenceproperty of Tenant, Purchaser shall be deemed or to have elected (b) aboveany improvements installed in, on or about the Premises by Tenant. If Purchaser elects or is deemed to have elected (b) aboveTenant hereby specifically waives the provisions of Section 1932, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment Subdivision 2 and will cooperate with Purchaser after Section 1933, Subdivision 4, of the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurersCalifornia Civil Code. In the event the Building is damaged to the extent of any material damagemore than twenty percent (20%) of the then replacement cost thereof, if Purchaser does not Landlord may elect to terminate this AgreementLease, Seller whether the Premises are damaged or not and without liability to Tenant. A total destruction of the Building shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not material damage, Purchaser shall not have the right to terminate this Agreement, but Seller shall credit and/or assign Lease without liability to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance (but not more than the amount of the damage). “Material damage” means damage which will cost more than $500,000 to repair or, in the case of an uninsured loss, damage which will cost more than $100,000 to repair in each case as reasonably determined by PurchaserLandlord or Tenant.