Common use of Casualty Clause in Contracts

Casualty. If the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreement.

Casualty. If Except as provided in Article 4, Seller assumes all risks and liability for damage to or injury occurring to the Property (by fire, storm, accident, or any part thereofother casualty or cause until Closing. If, between the Effective Date and the Closing Date, the Property suffers Material Damage, then Seller shall promptly notify Buyer. Buyer may elect, by written notice delivered to Seller within fifteen (15) shall sustain a loss or damage, Borrower shall give prompt notice days after receipt of such loss notice, either to (a) terminate this Agreement upon which neither party shall have any further obligation to the other except as may be expressly provided herein, or damage (b) continue to Lender Closing and shall cause Mortgage Borrower award any insurance proceeds resulting from the Material Damage to promptly commence and diligently prosecute Buyer (but only to the completion of extent that the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does proceeds do not exceed the Insurance ThresholdPurchase Price and provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date). The Closing Date may be extended as necessary to permit Buyer and Seller the full fifteen (15) days. “Material Damage” means damage costing in Seller’s Judgment [$_____________] or more to repair. If Buyer does not terminate this Agreement in the case of Material Damage, Borrower may Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage (but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date) and shall pay Buyer at the Closing the amount of the deductible or may cause Mortgage Borrower toother self-insured retention, if any. If between the Effective Date and the Closing Date, the Property suffers damage which is not Material Damage, Seller shall, at Seller’s option, either (i) settle and adjust repair such claim so long as no Event damage at its expense, to the reasonable approval of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In Buyer prior to the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may Closing (and may cause or permit Mortgage Borrower to) settle and adjust if such claim only with repair cannot reasonably be completed prior to the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participateClosing, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender Seller shall have the right to settle extend the Closing Date until such repairs are completed), or (ii) convey the Property to Buyer without making such repairs and adjust assign to Buyer all insurance proceeds payable on account of such claim at Borrower’s cost damage (but only to the extent that the proceeds do not exceed the Purchase Price and without Borrower’s consent. Notwithstanding provided that Seller shall be entitled to retain any loss or damage, Borrower shall continue business interruption insurance proceeds that are applicable to pay the Indebtedness at period prior to the time and in the manner provided for its payment in the Note and in this AgreementClosing Date).

Casualty. Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property (or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualty, then Seller shall sustain a loss or repair such damage, Borrower in which event the time for Closing shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered be extended by the Net Insurance Proceedslength of time reasonably necessary for Seller to complete such repairs. In the event of a loss or If such damage where the loss does not exceed the Insurance Thresholdis material, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender Purchaser shall have the opportunity option to: (a) terminate this Agreement whereupon the Xxxxxxx Money shall be returned to participatePurchaser, at Borrower’s costother man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in any such adjustmentwhich event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; provided, however, if Borrower fails or (b) elect to (and fails proceed to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender Closing whereupon Purchaser shall have the right option to settle and adjust either (i) require Seller to repair such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in the manner provided for its payment in the Note and in this Agreementconnection with any casualty.

Casualty. If Upon the Property (occurrence of any casualty loss, damage or any part thereof) destruction material to the operation of the Station prior to the Closing, Seller shall sustain a loss or damage, Borrower shall promptly give prompt Buyer written notice setting forth in detail the extent of such loss loss, damage or damage to Lender destruction and the cause thereof if known. Seller shall cause Mortgage Borrower use its reasonable efforts to promptly commence and thereafter to diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower proceed to pay all costs of Restoration (includingrepair or replace any such lost, without limitation, any applicable deductibles under the insurance policies) whether damaged or not such costs are covered by the Net Insurance Proceedsdestroyed property. In the event that such repair or replacement is not fully completed prior to the Closing Date, Buyer may elect to postpone the Closing until Seller's repairs have been fully completed or to consummate the transactions contemplated hereby on the Closing Date, in which event Seller shall assign to Buyer the portion of a loss the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs incurred by Seller to collect such amounts), if any, not previously expended by Seller to repair or damage where replace the loss does not exceed damaged or destroyed property (such assignment of proceeds to take place regardless of whether the Insurance Threshold, Borrower may (parties close on the scheduled or may cause Mortgage Borrower todeferred Closing Date) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out Buyer shall accept the damaged Sale Assets in a commercially reasonable and timely mannertheir damaged condition. In the event of a loss the loss, damage or damage where destruction causes or will cause the loss exceeds Station to be off the Insurance Threshold air for more than seven (7) consecutive days or if an Event of Default fifteen (15) total days, whether or not consecutive, then exists, Borrower Buyer may elect either (and may cause or permit Mortgage Borrower toi) settle and adjust such claim only with to consummate the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have transactions contemplated hereby on the opportunity to participate, at Borrower’s costClosing Date, in any which event Seller shall assign to Buyer the portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs, incurred by Seller to collect such adjustment; provided, howeveramounts), if Borrower fails any, not previously expended by Seller to repair or replace the damaged or destroyed property, and Buyer shall accept the damaged Sale Assets in their damaged condition, or (and fails ii) to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in terminate this Agreement.

Casualty. If any of the Property Purchased Assets are damaged or destroyed by casualty loss during the Interim Period, and the sum of (a) the cost of restoring such damaged or destroyed Purchased Assets to a condition reasonably comparable to their prior condition, and (b) the net present value (calculated using the Discount Rate) of the amounts of any part thereof) shall sustain lost net revenues reasonably expected to accrue after the Closing as a loss or damage, Borrower shall give prompt notice result of such loss damage or damage destruction to Lender such Purchased Assets, (a) and shall cause Mortgage Borrower (b) above as estimated by a qualified firm reasonably acceptable to promptly commence Buyer and diligently prosecute the completion of the Restoration of the Property in accordance Seller (and with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of such firm being paid by Buyer and Seller in equal proportion), and such sum being net of and after giving effect to any insurance proceeds available to the Acquired Companies for such restoration and lost profits and any Tax benefits to the Acquired Companies related thereto (such sum, the “Restoration (includingCost” and the date of such estimation, without limitationthe “Restoration Cost Estimation Date”), any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss is greater than $15,000,000 but does not exceed $131,303,723, Seller may elect either (i) to restore, repair or replace such damaged or destroyed Purchased Assets to a condition reasonably comparable to their prior condition (any of the Insurance Thresholdforegoing, Borrower may (or may cause Mortgage Borrower to) settle a “Restoration,” and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event Seller’s election of a loss Restoration, the “Restoration Option”), or damage where (ii) reduce the loss exceeds amount of the Insurance Threshold Purchase Price by such Restoration Cost. If Seller elects the Restoration Option, it shall notify Buyer of such election in writing, and Seller shall use its Commercially Reasonable Efforts to complete, or cause to be completed, such Restoration prior to the Closing, and if an Event the Restoration can be completed on or before the date that is one hundred eighty (180) days after the Outside Date (the “Extended Outside Date”), the Closing Date shall be postponed for the amount of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust time reasonably necessary to complete such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustmentRestoration; provided, however, that if Borrower fails the Closing Date is so extended and such Restoration is not completed in full by the Extended Outside Date, the Closing shall occur on or before the Extended Outside Date and the Purchase Price will be reduced by the amount of the remaining Restoration Cost as of the Closing (as estimated by a qualified firm reasonably acceptable to Buyer and Seller); provided, further, that if Seller elects the Restoration Option, Buyer shall be entitled to waive Seller’s obligation to complete the Restoration at any time within twenty (20) days following Seller’s written notice to Buyer of such election by written notice to Seller and fails proceed to cause Mortgage Borrower) settle Closing upon satisfaction or waiver of the conditions to Closing set forth in Article VII and adjust Article VIII, in which case Seller shall pay the applicable insurance proceeds with respect to such claim casualty to Buyer promptly upon receipt and such casualty loss shall not affect the Closing. If Seller elects the Restoration Option or to reduce the Purchase Price, such casualty loss shall not affect the Closing. If Seller does not provide Buyer written notice of its election within ninety forty-five (9045) days after the loss applicable Restoration Cost Estimation Date (but in any event at least twenty (20) days prior to the Closing Date), Buyer may elect to terminate this Agreement within ten (10) Business Days after the end of such forty-five (45) day period by written notice to Seller. If the Restoration Cost is in excess of $131,303,723, Seller may, by written notice to Buyer within forty-five (45) days after the applicable Restoration Cost Estimation Date (but in any event at least twenty (20) days prior to the Closing Date), elect to (i) reduce the Purchase Price by the estimated Restoration Cost or damage(ii) terminate this Agreement, Lender in each case by providing written notice to Buyer; provided, however, that if Seller does not elect to terminate this Agreement as provided in this sentence, then Buyer may elect, by written notice to Seller, to terminate this Agreement within ten (10) Business Days of receipt by Buyer of Seller’s notice regarding its election. If the Restoration Cost is $15,000,000 or less, (A) Seller shall not be obligated to repair or replace the damaged or destroyed Purchased Assets (but shall be obligated to cooperate in the pursuit of any applicable insurance proceeds in accordance with Section 6.10), (B) there shall be no reduction in the amount of the Purchase Price, and (C) neither Buyer nor Seller shall have the right or option to settle terminate this Agreement and adjust such claim at Borrower’s cost and without Borrower’s consentcasualty event shall not affect the Closing. Notwithstanding Any cash insurance proceeds received by the Acquired Companies with respect to any loss or damage, Borrower casualty subject to this Section 6.11 shall continue to pay the Indebtedness at the time and in the manner provided be disregarded for its payment in the Note and in this Agreementpurposes of any Aggregate Net Working Capital calculation hereunder.

Casualty. If Prior to the Property (or any part thereof) shall sustain a loss or damageClosing and notwithstanding the pendency of this Agreement, Borrower shall give prompt notice the entire risk of such loss or damage by earthquake, flood, landslide, fire, hurricane, tornado or other casualty shall be borne and assumed by Seller. If, prior to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration Closing any part of the Property is damaged or destroyed by earthquake, flood, landslide, fire, hurricane, tornado or other casualty (the "Casualty"), Seller shall immediately notify Buyer of such fact. In such event, Buyer shall have the option to terminate this Agreement in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower preceding section upon written notice to pay all costs of Restoration Seller given not later than thirty (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9030) days after receipt of any such notice from Seller. If Buyer does not elect to terminate this Agreement, Seller shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds payable with respect to such destruction (which shall then be repaired or not at Buyer's option and cost), plus Seller shall pay over to Buyer an amount equal to the loss or damagedeductible amount with respect to the insurance and the parties shall proceed to Closing pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction in the Purchase Price. If Buyer does not elect to terminate this Agreement by reason of any casualty, Lender Buyer shall have the right to settle participate in any adjustment of the insurance claim. At Buyer's sole option, if the Casualty causes less than $50,000 total damage, (a) Seller shall, at Seller's sole cost, restore the Property to at least the same condition as of the effective date of this Agreement, and adjust the Closing shall be postponed, or (b) Seller shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds payable with respect to such claim at Borrower’s cost destruction (which shall then be repaired), plus Seller shall pay over to Buyer an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to Closing pursuant to the terms hereof without modification of the terms of this Agreement and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and reduction in the manner provided for its payment in the Note and in this AgreementPurchase Price.

Casualty. If Prior to the Property (or any part thereof) shall sustain a loss or damageClosing and notwithstanding the pendency of this Agreement, Borrower shall give prompt notice the entire risk of such loss or damage by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty shall be borne and assumed by Transferor. If, prior to Lender and the Closing any “Material Damage” (as hereinafter defined) occurs, individually or in the aggregate, to any portion of any Project as a result of earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty, Transferor shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion immediately notify Transferee of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceedsfact. In the event of a loss or damage where the loss does not exceed the Insurance Thresholdsuch event, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender Transferee shall have the opportunity option to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails terminate this Agreement upon written notice to Transferor given not later than thirty (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9030) days after Transferee’s receipt of such notice from Transferor. Transferee shall have no right to terminate this Agreement as a result of any such damage or destruction that does not constitute Material Damage. If Transferee does not elect or has no right to terminate this Agreement, Transferor shall assign and turn over, and Transferee shall be entitled to receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at Transferee’s option and cost) and Transferee shall receive, as a credit against the loss Contribution Value, an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement. If Transferee does not elect or damagehas no right to terminate such affected portion of this Agreement by reason of any casualty, Lender Transferee shall have the right to settle participate in any adjustment of any insurance claim. As used herein, the term “Material Damage” shall mean damage or destruction, with respect to any Property, (a) the cost of repair of which is reasonably estimated to exceed the greater of $5,000,000.00 and adjust five percent (5%) of the value of the portion of the Contribution Value allocated to such claim at Borrower’s cost Property pursuant to Section 2 hereof and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue (b) which Transferor fails to pay repair in full prior to the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementClosing.

Casualty. If If, prior to the Closing, there is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice insurance proceeds received by Seller on account of such loss damage or damage destruction have been applied to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion restoration of the Restoration Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Property Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with with, and subject to, the applicable terms and conditions of the Mortgage Loan this Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and fails all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damageProperty as set forth on Exhibit D attached hereto. Further, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in the Note and in this Agreementan amount equal to such proceeds so applied.

Casualty. If The risk of loss or damage or destruction to the Property (Premises by fire or other casualty is assumed by Seller until the Closing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any part thereof) shall sustain a such loss or damage. In the event of fire or other casualty, Borrower Seller shall give prompt notice have thirty (30) days to notify Purchaser whether it intends to rebuild the Premises prior to the Closing Date, but if Seller shall fail to notify Purchaser of its election within such thirty (30) day period Seller shall be deemed to have elected not to rebuild. If Seller elects (or is deemed to have elected) not to repair or replace any such loss or damage to Lender the Premises then both Seller and Purchaser shall cause Mortgage Borrower have the option of declaring this Contract of Sale terminated within thirty (30) days of Seller's election not to promptly commence rebuild, in which event Seller or Purchaser (as the case may be) shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and diligently prosecute all rights of Purchaser hereunder and to the completion of Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the Restoration of the Property other; provided that if neither party shall have elected to terminate this Contract as aforesaid then Purchaser shall close title in accordance with this Contract and pay in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, except for a credit to the Purchase Price for the amount of any deductible under Seller’s policies, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable terms and conditions hazard insurance policies, if any, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace such loss, damage or destruction. If Seller elects to repair or replace any such loss or damage, Seller shall be entitled to reasonable adjournments of the Mortgage Loan AgreementClosing Date in which to perform the work, not exceeding one hundred twenty (120) days in the aggregate, and in no event beyond the expiration of Purchaser’s mortgage commitment or rate lock. Borrower shall cause Mortgage Borrower If Seller elects to pay all costs of Restoration (including, without limitation, repair or replace any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where to the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle Premises and adjust if such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where is not repaired (substantial completion thereof) prior to the Closing Date, as adjourned by Seller pursuant to this Paragraph, Purchaser shall have the option (to be exercised within ten (10) days of Seller's notice thereof to Purchaser) of: (a) declaring this Contract of Sale terminated, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other or (b) closing title in accordance with this Contract of Sale and paying in full the Purchase Price, without any abatement thereof, except for a credit to the Purchase Price for the amount of any deductible under Seller’s policies, or claim against Seller for such loss exceeds or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the Insurance Threshold Closing not expended to repair or replace such loss, damage or destruction; provided that if Purchaser shall have failed to timely make an Event of Default then exists, Borrower may election it shall be deemed to have chosen (and may cause b) above. Seller shall not settle or permit Mortgage Borrower to) settle and adjust such compromise any insurance claim only with without the prior written consent of Lender (Purchaser which consent shall not be unreasonably withheld or delayed) . Notwithstanding the foregoing, if the cost of the repairs and Lender replacements is less than $25,000, as determined by an independent third party professional chosen by Seller and reasonably acceptable to Purchaser, Purchaser shall have close title with a credit against the opportunity purchase price in such amount which shall not exceed $25,000 and Seller shall retain the rights to participatethe insurance proceeds, at Borrower’s costif any, in respect of such casualty. This Paragraph shall govern to the extent inconsistent with any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreementapplicable law.

Casualty. If Other than when any of the Property assets of any Acquired Company are damaged or destroyed by casualty loss during the Interim Period for each Acquired Companies Acquisition and such loss would constitute a Material Adverse Effect (after taking into account the provisions of this Section 7.5), if any of the assets of any Acquired Company are damaged or destroyed by casualty loss during such Interim Period, the sum of (a) the cost of restoring such damaged or destroyed assets to a condition reasonably comparable to their prior condition (net of and after giving effect to any part thereofinsurance proceeds received by any of the applicable Acquired Companies for such restoration) and (b) to the extent not included in the preceding clause (a), the amount of any lost net revenues reasonably expected to accrue after the applicable Closing as a result of such casualty loss of assets of such Acquired Company shall sustain be estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith promptly after the date of the event giving rise to the casualty loss (the “Casualty Value”). Seller shall either (i) repair or damagereplace such damaged or destroyed assets to a condition reasonably comparable to their prior condition and, Borrower if applicable, reduce the applicable Purchase Price by the portion of the Casualty Value attributed to any lost net revenues reasonably expected to accrue after the applicable Closing as a result of such casualty loss (net of and after giving effect to any insurance proceeds received by any of the applicable Acquired Companies related thereto) or (ii) reduce the amount of the applicable Purchase Price by such Casualty Value. Seller shall give prompt provide Purchaser notice of such loss or damage its election within five (5) Business Days after the qualified firm selected to Lender determine the Casualty Value notifies Seller and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion Purchaser of the Restoration amount of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance ProceedsCasualty Value. In the event absence of a Material Adverse Effect, whether Seller elects to proceed under clause (i) or (ii) above, such casualty loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) affect the applicable Closing. Seller and Lender Purchaser shall have use reasonable efforts to cause the opportunity qualified firm that is selected to participatedetermine the Casualty Value to make such determination promptly following such firm’s selection, at Borrower’s cost, but in any such adjustment; provided, however, if Borrower fails to event not later than ten (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9010) days after the loss or damage, Lender shall have the right to settle and adjust following such claim at Borrowerfirm’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreementselection.

Casualty. If the Property any act or occurrence of any kind or nature (including any casualty for which insurance was not obtained or any part thereofobtainable) shall sustain result in material damage to or destruction of the Project (such event being called a loss or damage“Casualty Loss”), Borrower shall give prompt written notice of thereof to Lender. All insurance proceeds paid or payable in connection with such loss or damage Casualty Loss shall be paid to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan AgreementLender. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity right either to participate(a) place all insurance proceeds received in connection with such Casualty Loss in the Loss Proceeds Account for the benefit of Lender and Borrower to be used to restore, at Borrower’s costrepair or replace and rebuild the Project as nearly as possible to its value, condition and character immediately prior to such Casualty Loss, or (b) apply all insurance proceeds in any connection with such adjustmentCasualty Loss to the payment of the Obligations in such order as Lender may elect; provided, however, that if (i) no Potential Default or Event of Default shall have occurred and be continuing, (ii) Borrower provides evidence satisfactory to Lender of Borrower’s ability to pay all amounts becoming due under this Loan Agreement during the pendency of any restoration or repairs to or replacement of the Project, and (iii) Lender determines, in its reasonable discretion, that either (x) the cost of restoring the Project, as reasonably estimated by Xxxxxx, will not exceed $50,000.00 or (y) if the cost of restoring the Project, as reasonably estimated by Xxxxxx exceeds $50,000.00, that the proceeds are sufficient to restore, repair, replace and rebuild the Project as nearly as possible to its value, condition and character immediately prior to such Casualty Loss, or, if the insurance proceeds are insufficient for such purpose, if Borrower fails provides additional sums to (Lender’s satisfaction so that the aggregate of such sums and fails to cause Mortgage the insurance proceeds will be sufficient for such purpose, the insurance proceeds, together with additional sums provided by Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and be placed in the manner provided Loss Proceeds Account for the benefit of Lender and Borrower to be used to restore, repair, replace and rebuild the Project as nearly as possible to its payment value, condition and character immediately prior to such Casualty Loss, and any withdrawals from such Loss Proceeds Account shall be subject to the satisfaction of all conditions imposed by Xxxxxx using Lender’s standard construction loan advance procedures. Borrower hereby covenants to diligently prosecute any restoration, repairs or replacement of the Project undertaken by or on behalf of Grantor pursuant to this Section 4.23, and agrees that all such work shall be conducted pursuant to written contracts, subject to Xxxxxx’s prior written approval of such contracts, and free and clear of all mechanic’s or materialmen’s or other liens or lien claims arising from such work. In the event any insurance proceeds remain following the restoration, repair or replacement of the Project, such proceeds shall be applied against the Obligations in accordance with the Note and in terms of this Loan Agreement.

Casualty. If Risk of loss up to and including the Property (or any part thereof) Closing Date shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered be borne by the Net Insurance ProceedsSeller. In the event of any immaterial damage or destruction to the Property or any portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing Seller's rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a loss result of such damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “immaterial damage where or destruction” shall mean such instances of damage or destruction: (i) which can be repaired or restored at a cost of $1,000,000.00 or less; (ii) which can be restored and repaired within one hundred eighty (180) days from the loss does date of such damage or destruction; and (iii) which are not exceed the Insurance Threshold, Borrower may (so extensive as to allow any Major Tenant to terminate its Lease on account of such damage or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely mannerdestruction. In the event of a loss any material damage or damage where destruction to the loss exceeds the Insurance Threshold Property or if an Event of Default then existsany portion thereof, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participatePurchaser may, at Borrower’s costits option, in any such adjustment; provided, however, if Borrower fails by notice to Seller given within the earlier of twenty (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9020) days after Purchaser is notified by Seller of such damage or destruction, or the loss Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or damagedestruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement, Lender whereupon Escrow Agent shall have immediately return the right Xxxxxxx Money to settle Purchaser, or (ii) proceed to close under this Agreement, receive (and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue Seller will assign to pay the Indebtedness Purchaser at the time Closing Seller's rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the manner provided for its payment preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the Note and in insurance proceeds from Seller's insurers. For purposes of this AgreementAgreement “material damage or destruction” shall mean all instances of damage or destruction that are not immaterial, as defined herein.

Casualty. If The risk of loss or damage or destruction to the Real Property (by fire or other casualty is assumed by Seller until the Closing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any part thereof) shall sustain a such loss or damage. In the event of fire or other casualty, Borrower Seller shall give prompt have thirty (30) days to notify Purchaser (such notice is hereinafter referred to as the “Non-Election Notice”) whether it intends to rebuild the Real Property, but if Seller shall fail to notify Purchaser of its election within such [thirty (30)] day period Seller shall be deemed to have elected not to rebuild. If Seller elects (or is deemed to have elected) not to repair or replace any such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Real Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender Purchaser shall have the opportunity option of declaring this Contract of Sale terminated within thirty (30) days of receipt of the Non-Election Notice (“Purchaser’s Election Period”)Seller's election not to participate, at Borrower’s costrebuild, in which event Seller and Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Real Property shall terminate and neither Seller nor Purchaser shall have any such adjustmentfurther claim against the other; provided, however, that if Borrower fails Purchaser shall not have elected to terminate this Contract as aforesaid during Purchaser’s Election Period then Purchaser shall close title in accordance with this Contract (and fails except that Closing shall be extended to cause Mortgage Borrower) settle and adjust such claim within ninety the date which is ten (9010) days after the date that Purchaser elects to close notwithstanding the Non-Election Notice) and pay in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, Lender shall have and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies, if any, together with any payments under such policies made to Seller prior to the right Closing not expended to settle and adjust repair or replace such claim at Borrower’s cost and without Borrower’s consentloss, damage or destruction. Notwithstanding If Seller elects to repair or replace any such loss or damage, Borrower Seller shall continue be entitled to pay reasonable adjournments of the Indebtedness at Closing Date in which to perform the time work, not exceeding sixty (60) days in the aggregate. If Seller elects to repair or replace any such loss or damage to the Real Property and if such loss or damage is not repaired (substantial completion thereof) prior to the Closing Date, as adjourned by Seller pursuant to this Paragraph, Purchaser shall have the option (to be exercised within ten (10) days of Seller's notice thereof (the “Incomplete Restoration Notice”) to Purchaser) of: (a) declaring this Contract of Sale terminated, in which event Seller or and Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other or (b) closing title in accordance with this Contract of Sale (except that Closing shall be extended to the date which is twenty (20) days after Purchaser’s receipt of the Incomplete Restoration Notice) and paying in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace such loss, damage or destruction; provided, however, that if Purchaser shall have failed to timely make an election it shall be deemed to have chosen (b) above. If Seller elects to repair or replace any such loss or damage to the Real Property, then substantial completion thereof will not be considered to have occurred unless such work has been substantially completed in a good and workmanlike manner and in accordance with all applicable laws and regulations within the manner provided for its payment requisite time period. Notwithstanding the foregoing, if the cost of the repairs and replacements is less than $25,000, as determined by an independent third party construction professional chosen by Seller and acting reasonably, Purchaser shall close title with a credit against the Purchase Price in such amount which shall not exceed $25,000 and Seller shall retain the Note and rights to the insurance proceeds, if any, in this Agreementrespect of such casualty. This Paragraph shall govern to the extent inconsistent with any applicable law.

Casualty. In the event that the Property is damaged or destroyed by any fire, flood or other casualty after the date of this Agreement and prior to the Closing, Seller shall give Buyer prompt written notice of the damage. If the Property damage is not material, then at Closing (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or any part credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof) shall sustain a loss or . If the casualty causes material damage, Borrower shall give prompt then Buyer may elect by notice to Seller within thirty (30) days after Buyer is notified of such loss or damage to Lender either (i) elect to terminate this Agreement, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (a) Seller shall cause Mortgage Borrower all collected insurance proceeds, plus the cash amount of all associated deductibles, to promptly commence be paid over to Buyer (or credited against the Purchase Price) at Closing, (b) Seller shall assign to Buyer all right, title and diligently prosecute the completion interest in and to all claims and proceeds Seller may have with respect to all policies of the Restoration of insurance relating to the Property in accordance with at Closing, and (c) Seller shall pay over to Buyer all insurance proceeds collected after the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered Closing by the Net Insurance ProceedsSeller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement unless Buyer receives a credit against the Purchase Price equal to the cost of a loss repairs. Damage as to any one or damage where more occurrences is “material” if the loss does not exceed cost to repair the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender as reasonably estimated by Seller’s engineer or expert, exceeds Fifty Thousand Dollars ($50,000.00). Buyer shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and participate in the manner provided for its payment negotiations and settlement of any casualty-related claim in the Note and in event Buyer elects or is otherwise obligated to proceed with the Closing. The provisions of this AgreementSection 15.1 shall survive the Closing.

Casualty. If Except as otherwise provided herein, if the Property (Premises are -------- damaged by fire or any part thereof) other insured casualty, the damage shall sustain a loss be repaired by Landlord or damage, Borrower the Association to the extent of the insurance proceeds available therefor and the extent to which the Association is otherwise required to repair pursuant to the Master Deed. Tenant shall give prompt notice restore Tenant's improvements thereto to the extent of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the insurance proceeds therefor immediately upon the completion of Landlord's work or simultaneously with such work to the Restoration extent practicable. Until repairs to the Premises are completed by the Association or Landlord, Rentals shall be abated in proportion to the part of the Property Premises, if any, which is unusable by Tenant in accordance the conduct of its business, but if the damage is due to the fault or neglect of Tenant or its employees, agents or invitees, there shall be no abatement of rent. In the event that the Premises or other portions of the Regime are damaged to the extent that the Association, pursuant to the terms of the Master Deed, is not obligated to repair or restore the damage and the condominium owners do not elect to repair or restore, then this lease shall be terminated as of the date of such damage. If the Association and Landlord should elect or be obligated pursuant to this Section 6.1 to repair or rebuild because of any damage or destruction, their obligation shall be limited to the basic building and any other work or improvements which may have been originally performed or installed at Landlord's or Association's expense. If the cost of performing Landlord's or Association's obligation exceeds the actual proceeds of insurance paid or payable to Landlord or the Association on account of such casualty, together with any contribution which might be required of the Association or unit owners pursuant to the Master Deed, Landlord may terminate this Lease unless Tenant, within fifteen (15) days after demand therefor, deposits with Landlord a sum of money sufficient to pay the difference between the cost of repair and the proceeds of insurance available for such purpose. Provided that Landlord or the Association shall fulfill its repair obligations, Tenant shall replace all work and improvements originally installed or performed by Tenant at its expense to the extent of the insurance proceeds therefor. Upon the termination of this Lease pursuant to the provisions of this Section 6.1, the parties shall be released thereby without further obligations to the other party coincident with the applicable terms and conditions surrender of possession of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower Premises to pay all costs of Restoration (includingLandlord, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceedsexcept for items which have theretofore accrued and be then unpaid. In the event of a loss or damage where such termination, all of Tenant's insurance proceeds covering Tenant's leasehold improvements in excess of the loss does not exceed the Insurance Thresholdbook value (net of amortization) to Tenant of such improvements, Borrower may (or may cause Mortgage Borrower to) settle but excluding proceeds for trade fixtures, merchandise, signs and adjust such claim so long as no Event of Default has occurred other personal property, shall be disbursed and is continuingpaid to Landlord. Any such adjustment must security deposit paid by Tenant shall be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity refunded to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementTenant.

Casualty. If In the event that after the date of this Agreement and prior to the Closing Date any of the improvements on the Property are damaged by fire or other casualty, Seller shall notify Purchaser and Purchaser shall have the option either (or any part thereofa) shall sustain a loss or damage, Borrower shall give prompt to terminate this Agreement by notice given to Seller within 10 days after Purchaser receives the notice of such loss the casualty (but only if the right to terminate exists hereunder), or (b) to proceed to Closing, paying Seller the entire Purchase Price for the Property and (i) to the extent the damage has not been repaired prior to Lender and shall cause Mortgage Borrower the Closing, receiving a credit on the Purchase Price equal to promptly commence and diligently prosecute the completion amount of the Restoration deductible applicable to that casualty and receiving all of Seller’s rights with respect to recovery for such unrepaired damage caused by the fire or casualty under Seller’s existing insurance policies, without compromise, or (ii) if Seller and Purchaser agree at or prior to the Closing, receiving a credit on the Purchase Price of the Property in accordance with amount they estimate will be required to repair the applicable terms and conditions of the Mortgage Loan Agreement. Borrower damage (which shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceedsbe a final settlement). In the event of a loss or damage where Purchaser elects to terminate this Agreement as provided above, the loss does not exceed Deposit shall be returned to Purchaser by the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle Escrow Agent and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender neither party shall have any further liability or obligation to the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner other except as expressly provided for its payment in the Note and in this Agreement. The right of termination due to any such fire or other casualty shall only exist if the damage caused by the casualty is material and either has not been completely repaired prior to the Closing, or an amount sufficient to complete the repairs has not been deposited (which Seller shall have no obligation to do) with the Escrow Agent in escrow to be used for the purpose of making the repairs, or the parties have not agreed upon a credit against the Purchase Price for the amount of the deductible and an assignment to Purchaser of all of Seller’s rights with respect to recovery for such unrepaired damage under Seller’s existing insurance policies. A material casualty is one that results in damage to the improvements on any of the Property, the cost to repair of which is in excess of $250,000.00. If the casualty is not material and has not been completely repaired prior to the Closing, then at the Closing Purchaser shall receive a credit on the Purchase Price equal to the amount of the deductible applicable to that casualty under Seller’s existing insurance policies, and to the extent the damage has not been repaired prior to the Closing Purchaser shall receive all of Seller’s rights with respect to recovery for such unrepaired damage under Seller’s existing insurance policies, or if the damage or other casualty is not covered under Seller’s existing insurance policies, or if Seller and Purchaser so agree under this Section 5.1b(ii), then Purchaser shall receive a credit on the Purchase Price equal to the amount Seller and Purchaser agree it will cost to repair the damage.

Casualty. If All risk of loss with respect to the Property shall be with Seller until Closing. If any portion of the Property is damaged or destroyed prior to Closing, Seller shall promptly give notice thereof to Buyer. If any portion of the Property is damaged or destroyed prior to Closing and the cost to repair such damage is less than $100,000.00, then the parties shall proceed to closing, and Seller shall either (i) complete the repair of the damage prior to Closing at Seller’s sole cost and expense, or any part thereof(ii) shall sustain give Buyer a loss or credit against the Purchase Price in the amount required to repair the damage, Borrower which amount shall give prompt be agreed upon by Buyer and Seller. If any portion of the Property is damaged or destroyed prior to Closing, and the cost to repair such damage is at least $100,000.00, then Buyer may, within fifteen (15) days after receipt from Seller of written notice thereof, elect to terminate this Agreement, in which event the Escrow Deposit shall be immediately returned to Buyer and neither party shall have any further rights or obligations hereunder. If Buyer does not elect to terminate this Agreement , then Seller shall either (i) commence the repair of such loss or the damage to Lender at Seller’s sole cost and shall cause Mortgage Borrower to promptly commence expense, and diligently prosecute pursue the completion of the Restoration repair in a timely, diligent, and commercially reasonable manner, and the Closing Date shall be extended until the final completion of such repairs; or (ii) provided that Buyer, Seller, and Seller’s insurance carrier reach a satisfactory agreement with regard to the release of the Property in accordance with insurance proceeds and the applicable terms and conditions repair of the Mortgage Loan Agreement. Borrower damage, Seller shall cause Mortgage Borrower assign to pay Buyer at Closing all costs insurance proceeds (including rent loss and business interruption proceeds) payable in connection with such damage and shall provide Buyer with a credit against the Purchase Price in an amount equal to the sum of Restoration (including, without limitation, any applicable deductibles under Seller’s insurance policies plus any amount of the estimated repair costs (or loss of rents) which are not covered by Seller’s insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreement.

Casualty. If If, prior to the Closing Date, the Redemption Property (or any part thereofportion thereof is destroyed or damaged by fire or other casualty (a “Damage Event”), MC Owner will promptly notify the ROFO (RM) Parties of such Damage Event. If there is a Material Damage Event with respect to the Real Property, the ROFO (RM) Parties shall sustain a loss or damagehave the option, Borrower shall give prompt to be exercised within fifteen (15) days after receipt of notice of such loss or damage Material Damage Event, to Lender amend this Agreement to remove the Redemption Property and replace it with the Substituted Redemption Property and, if necessary, the Scheduled Closing Date shall cause Mortgage Borrower be automatically extended to promptly commence and diligently prosecute give the completion ROFO (RM) Parties the full fifteen (15) day period to make such election. If the ROFO (RM) Parties so elects to amend this Agreement, the Redemption Property Value shall be accordingly adjusted by the fair market value of the Restoration Substituted Redemption Property, and the parties shall enter into an amendment to this Agreement confirming the substitution of the Substituted Redemption Property as the Redemption Property and the applicable adjustment of the Redemption Property Value. “Material Damage Event” means a Damage Event with respect to the Redemption Property if: (i) the cost of restoration or repair exceeds the greater of (x) ten percent (10%) of the Redemption Property Value and (y) $500,000.00; (ii) the Damage Event, including any abatements of rent for a Major Tenant, is not covered by MC Owner’s or such Tenant’s insurance (excluding any deductible paid for by MC Owner or such Tenant); (iii) ingress or egress to, the parking for, or the current use and operation of the Redemption Property are materially and adversely affected with no viable alternative available in lieu thereof; or (iv) the Damage Event causes any Major Tenant’s Lease to automatically terminate by its terms or any Major Tenant terminates its Lease in accordance with its terms because of such Damage Event or any Major Tenant has not waived in writing any right which it has, if any, to terminate its Lease because of such Damage Event unless such right is not likely to arise. In addition to the applicable terms and conditions foregoing, in the event that there is a Damage Event or Damage Events with respect to the Redemption Property or any portions thereof, or the “Property” or any portion thereof under either of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs Other PSAs, where the cost of Restoration restoration or repairs, in the aggregate, exceeds twenty percent (including, without limitation, any applicable deductibles 20%) of the total Redemption Property Value under this Agreement and purchase price under the insurance policiesOther PSAs (a “Total Damage Event”), the ROFO (RM) whether Parties shall have the option to be exercised within fifteen (15) days after receipt of notice of any such Damage Event, to terminate this Agreement in its entirety, and the Closing Date shall be automatically extended to give the ROFO (RM) Parties the full fifteen (15) day period to make such election. Upon such termination, MC Owner and the ROFO (RM) Parties will have no further rights or not such costs are covered by obligations under this Agreement, except with respect to the Net Insurance ProceedsTermination Surviving Obligations. In the event of a loss Damage Event which is not a Material Damage Event or damage where a Total Damage Event, or if the loss does ROFO (RM) Parties do not exceed otherwise elect to remove an individual Property from the Insurance Thresholdterms of this Agreement with respect to a Material Damage Event or to terminate this Agreement in the event of a Total Damage Event in accordance with the terms hereof, Borrower may then (a) at Closing MC Owner will assign and turn over to the ROFO (RM) Parties MC Owner’s insurance proceeds, including, without limitation, business interruption insurance, net of reasonable collection costs (or may cause Mortgage Borrower toif such have not been awarded, all of its right, title and interest therein) settle payable with respect to the Damage Event (which right of the ROFO (RM) Parties shall survive Closing), (b) MC Owner will not be obligated to repair such damage or destruction, and adjust such claim so long as no Event (c) the parties will proceed to Closing pursuant to the terms hereof without abatement of Default has occurred and is continuing. Any such the Redemption Property Value (except for any adjustment must be carried out in thereto for any Substituted Redemption Property), except that the ROFO (RM) Parties will receive a commercially reasonable and timely mannercredit against the Redemption Property Value for any insurance deductible amount. In the event of a loss MC Owner elects to perform any work in an effort to make the Redemption Property safe and secure after the Damage Event and to protect the Redemption Property from further damage, MC Owner will be entitled to deduct its reasonable costs and expenses from any amount to which the ROFO (RM) Parties is entitled under this Section 11.1, which right shall survive the Closing. MC Owner shall not settle any claim with respect to any destruction, damage, fire or damage where Damage Event concerning the loss exceeds Redemption Property or any part thereof or spend any award or proceeds for repairs or restoration without obtaining the Insurance Threshold or if an Event of Default then exists, Borrower may ROFO (and may cause or permit Mortgage Borrower toRM) settle and adjust such claim only with the Parties’ prior written consent of Lender (in each case, which consent shall not be unreasonably withheld withheld, conditioned or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreement.

Casualty. If the Property (is damaged or any part thereof) shall sustain a loss destroyed by fire or damage, Borrower shall give prompt notice of such loss or damage other casualty prior to Lender and shall cause Mortgage Borrower to the Closing then promptly commence and diligently prosecute the completion after Seller becomes aware of the Restoration of damage or destruction Seller will notify Purchaser thereof (the Property “Damage Notice”). If the damage or destruction is not a Material Casualty (as defined below), Closing will proceed in accordance with the applicable terms and conditions of this Agreement for the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (includingfull Purchase Price, without limitation, any applicable deductibles under notwithstanding the insurance policies) whether damage or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustmentdestruction; provided, however, that Seller will pay or assign to Purchaser at Closing (i) all insurance proceeds, if Borrower fails any, resulting from such casualty damage and credit to Purchaser, (ii) any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned and fails (iii) any uninsured or underinsured loss relating to cause Mortgage Borrower) such Material Casualty including any loss of rent to be suffered or incurred by Purchaser following the Closing as a result of such damage or destruction; provided, however, Seller shall not compromise, settle and or adjust any claims to such claim insurance proceeds without Purchaser’s prior written consent. If damage or destruction is a Material Casualty, either Seller or Purchaser may elect to terminate this Agreement by delivering written notice to the other within ninety ten (9010) days after the loss date of the Damage Notice (and Closing will be extended as needed to provide for such 10-day period), in which event the Deposit will be refunded to Purchaser. If neither party terminates this Agreement within the 10-day period, Closing will proceed in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding the damage or damagedestruction and Seller will pay or assign to Purchaser at Closing all insurance proceeds, Lender if any, resulting from the casualty and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned. As used in this Section 9.1, a “Material Casualty” shall have mean damage or destruction to the Property which results in a cost of repair in excess of five percent (5%) of the Purchase Price and if repairs will, in Seller’s and Purchaser’s reasonable estimation, take less than six (6) months to effectuate, or if such damage or destruction (i) results in the right of any tenant(s) leasing the aggregate three percent (3%) or more of the rentable square footage of the Building having the right to settle terminate their Leases unless each such tenant shall expressly and adjust irrevocably waive such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss right in writing, (ii) restricts access to the Property or damagea reasonable location for Purchaser to place its generators, Borrower shall continue (iii) represents a portion of the Improvements related to pay the Indebtedness at conduct of the time and operation thereof as a datacenter, or (iv) results in the manner provided for its payment Property not being in the Note and in this Agreementcompliance with applicable zoning requirements.

Casualty. If the Property (is damaged or any part thereof) shall sustain a loss destroyed by fire or damage, Borrower shall give prompt notice of such loss or damage other casualty prior to Lender and shall cause Mortgage Borrower to the Closing then promptly commence and diligently prosecute the completion after Seller becomes aware of the Restoration damage or destruction Seller will notify Purchaser thereof (the “Damage Notice”). If the cost of the Property repair is less than $5,000,000, and repairs will, in Purchaser’s reasonable estimation, take less than six (6) months to effectuate, Closing will proceed in accordance with the applicable terms and conditions of this Agreement for the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (includingfull Purchase Price, without limitation, any applicable deductibles under notwithstanding the insurance policies) whether damage or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustmentdestruction; provided, however, that such fire or other casualty has been insured and Seller will pay or assign to Purchaser at Closing all insurance proceeds, if Borrower fails any, resulting from such casualty damage and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned. If the cost of repair is equal to or greater than $5,000,000, if the fire or other casualty is uninsured, or if repair will, in Purchaser’s reasonable estimation, take six (and fails 6) months or longer to cause Mortgage Borrower) settle and adjust such claim effectuate, Seller or Purchaser may elect to terminate this Agreement by delivering written notice to the other within ninety ten (9010) days after the loss date of the Damage Notice (and Closing will be extended as needed to provide for such 10-day period), in which event the Deposit will be refunded to Purchaser and the parties shall have no further obligations under this Agreement except for those obligations which expressly survive the termination of this Agreement. If Purchaser fails to terminate this Agreement within the 10-day period, Closing will proceed in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding the damage or damagedestruction and Seller will pay or assign to Purchaser at Closing all insurance proceeds, Lender if any, resulting from the casualty and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned. Notwithstanding anything herein to the contrary, if the fire or other casualty occurs due to the acts or omissions of Purchaser or Purchaser’s employees, subtenants, assignees or agents, then Closing will proceed in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding the damage or destruction, and Seller will pay or assign to Purchaser at Closing all insurance proceeds, if any, resulting from the casualty and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned. If Purchaser does not elect to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and Seller shall not compromise, settle and or adjust any such claim at Borrowerwithout Purchaser’s cost prior written consent (which consent may be withheld in Purchaser’s sole and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreementabsolute discretion).

Casualty. If In the event the Property (or should be damaged by any part thereof) shall sustain a loss or damagecasualty prior to Closing, Borrower Owner shall give prompt notice thereof to Lessee and Lessee shall have up to twenty (20) business days after receipt of such loss notice to make its election provided herein (and the Closing shall be extended accordingly). If the cost of repairing such damage is less than One Million Dollars ($1,000,000) as reasonably estimated by a contractor approved by Owner and Lessee, then Owner shall assign to Lessee at Closing all insurance proceeds payable for such damage (with the consent of the insurance company), or pay all such proceeds to Lessee when received (which obligation shall survive Closing), and Lessee shall receive a credit against the Purchase Price in the amount of any deductible required by Owner’s insurance policies and/or any uninsured amount (up to a maximum of $1,000,000), and the Closing shall occur and the Ground Lease shall commence, subject to the terms of this Agreement, without Owner’s repairing or being required to repair such damage; provided however, that Owner shall be obligated to make such emergency repairs as are necessary to prevent further damage to Lender the Property or injury to any person thereon and Owner may use insurance proceeds for this limited purpose. If the cost of repairing such damage is One Million Dollars ($1,000,000) or more, then Lessee may elect to terminate this Agreement and receive the Deposit (and any interest accrued thereon). If Lessee does not elect to terminate this Agreement, Owner shall cause Mortgage Borrower assign to promptly commence and diligently prosecute Lessee, at Closing, all insurance proceeds payable for such damage (with the completion consent of the Restoration insurance company) or pay all such proceeds to Lessee when received (which obligation shall survive Closing), and Lessee shall receive a credit against the Purchase Price in the amount of any deductible required by Owner’s insurance policies and/or any uninsured amount (up to a maximum of $1,000,000), and the Closing shall occur and the Ground Lease shall commence, subject to the terms of this Agreement, without Owner’s repairing or being required to repair such damage; provided however, that Owner shall be obligated to make such emergency repairs as are necessary to prevent further damage to the Property or injury to any person thereon and Owner may use insurance proceeds for this limited purpose. Owner represents, warrants and covenants to Lessee that the deductible under all property insurance policies maintained by Owner regarding the Property does not and will not exceed $1,000,000. If Owner is self-insuring the Property against casualty at the time any such damage occurs, and if Lessee does not terminate this Agreement pursuant to this Section 7.1, then Owner shall pay Lessee the proceeds of all such self-insurance in the same amount as would have been payable by a third-party insurer under an “all risk” property insurance policy insuring the Property in accordance with the applicable terms and conditions amount of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower Purchase Price for the full replacement value thereof, together with any deductible or uninsured amount under such self-insurance program (up to pay all costs a maximum of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreement$1,000,000).

Casualty. If the Property Improvements shall be destroyed or damaged at any time following the Effective Date but prior to the Closing Date by fire, flood, wind or other casualty, Seller shall give Purchaser prompt written notice (the “Casualty Notice”) thereof. If the cost of repair of such damage shall exceed $100,000 (as determined by an estimate of Seller’s insurer or an architect retained by Seller), Purchaser shall have the option to terminate this Agreement by giving Seller written notice thereof within ten (10) days of Purchaser’s receipt of the Casualty Notice, in which event the Xxxxxxx Money shall be immediately returned to Purchaser, and except as otherwise expressly provided herein to the contrary, neither Purchaser nor Seller shall have any further rights or liabilities accruing hereunder after said termination. If Purchaser receives a Casualty Notice and does not elect to terminate this Agreement within the time and in the manner described in the immediately preceding sentence (or does not have the right to terminate this Agreement), (i) Purchaser shall accept the Improvements as so damaged or destroyed, (ii) all of the proceeds of any part thereofinsurance paid prior to Closing as a result of such damage or destruction shall be assigned by Seller to Purchaser and delivered to Purchaser at Closing, (iii) the amount of the deductible with respect to the damage or destruction that resulted in such Casualty Notice shall be credited against the Purchase Price to be paid by Purchaser at the Closing; provided, if the amount of said proceeds exceeds the Purchase Price to be paid by Purchaser at the Closing, then the amount of said excess (after payment of the Purchase Price) shall sustain a be paid to and retained by Seller. Prior to the Closing Date, Seller may settle any loss or damagewith insurance companies of Seller with Purchaser’s prior consent, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or unduly delayed) , and Lender shall have receive the opportunity to participate, at Borrower’s cost, in any such adjustment; proceeds of insurance applicable thereto as hereinbefore provided, howeverand Purchaser shall execute all necessary proofs of loss, if Borrower fails assignments of claim and other items. In the event that such proceeds of insurance shall not be paid prior to (and fails the Closing Date, Seller shall pay said amount to cause Mortgage Borrower) settle and adjust Purchaser upon receipt of such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreementinsurance proceeds.

Casualty. If Upon the Property (occurrence of any casualty loss, damage or any part thereof) destruction material to the operation of the Station prior to the Closing, Seller shall sustain a loss or damage, Borrower shall promptly give prompt Buyer written notice setting forth in detail the extent of such loss loss, damage or damage to Lender destruction and the cause thereof if known. Seller shall cause Mortgage Borrower use its reasonable efforts to promptly commence and thereafter to diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower proceed to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether repair or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in replace any such adjustmentlost, damaged or destroyed property; provided, however, that if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender Seller shall have complied with Section 5.1 (b) hereof, Seller shall have no obligation to incur any costs or expenses for such repair or replacement not covered by insurance available therefore. In the right event that the repair or replacement of any such lost, damaged or destroyed property is not fully completed prior to settle the Closing Date, Buyer may elect to: (a) terminate this Agreement; (b) postpone the Closing until Seller's repairs have been fully completed; or (c) consummate the transactions contemplated hereby on the Closing Date, in which event Seller shall assign to Buyer the portion of the insurance proceeds (less all reasonable costs and adjust expenses, including without limitation attorney's fees, expenses and court costs incurred by Seller to collect such claim at Borrower’s cost amounts), if any, not previously expended by Seller to repair or replace the damaged or destroyed property (such assignment of proceeds to take place regardless of whether the parties close on the scheduled or deferred Closing Date) and Buyer shall accept the damaged Sale Assets in their damaged condition. In the event the loss, damage or destruction causes or will cause the Station to be off the air for more than seven (7) consecutive days or fifteen (15) total days, whether or not consecutive, then Buyer may elect either (i) to consummate the transactions contemplated hereby on the Closing Date, in which event Seller shall assign to Buyer the portion of the insurance proceeds (less all reasonable costs and expenses, including without Borrower’s consent. Notwithstanding any loss limitation attorney's fees, expenses and court costs, incurred by Seller to collect such amounts), if any, not previously expended by Seller to repair or damagereplace the damaged or destroyed property, Borrower and Buyer shall continue accept the damaged Sale Assets in their damaged condition, or (ii) to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in terminate this Agreement.

Casualty. If the improvements on the Property are substantially damaged prior to Closing, Seller will immediately notify Purchaser, in writing of such damage. Within twenty (or 20) days of Purchaser's receipt of Seller's notice Purchaser may, at Purchaser's option, terminate this Agreement in writing to Seller. If Purchaser does not terminate this Agreement within said twenty (20) day period, the Parties will fully perform their obligations under this Agreement, and Seller will assign to Purchaser Seller's rights to any part thereofand all insurance proceeds which Seller is entitled to receive on account of such casualty loss. If, prior to the Closing, the improvements on the Property are damaged less than substantially, then, at Purchaser’s option sole option: (1) Seller shall sustain a loss or repair such damage, Borrower and the Parties will proceed pursuant to the provisions of this Agreement with the Closing, extended for a period of time to accommodate such repair not to exceed one hundred twenty (120) days; or (2) the Parties shall give prompt notice proceed to Closing, the Parties will fully perform their obligations under this Agreement, and Seller will assign to Purchaser Seller's rights to any and all insurance proceeds which Seller is entitled to receive on account of such loss or casualty loss. For purposes of this Section the term "substantially damaged" will mean damage that requires repairs which cost more than twenty-five percent (25%) of the Purchase Price. At the request of either Party, the Parties will engage a real estate appraiser licensed in the state of Nevada to determine the cost of repairing damage to Lender the Property. Purchaser will select the appraiser from a list of three appraisers which Seller will prepare and shall cause Mortgage Borrower deliver to promptly commence and diligently prosecute the completion Purchaser within ten (10) days of the Restoration occurrence of damage to the improvements located on the Property. Each Party will pay one-half of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceedsappraiser's fee. In the event of a loss or damage where any conflict between the loss does not exceed provisions of this Section and the Insurance Thresholdprovisions of NRS 113.030 through NRS 113.050 (collectively, Borrower may (or may cause Mortgage Borrower to) settle the “Nevada Uniform Vendor and adjust such claim so long as no Event Purchaser Risk Act”), the provisions of Default has occurred and is continuingthis Section shall control in all respects. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreement./s/ BG /s/ BG Seller Initials Purchaser Initials

Casualty. If If, prior to the Closing Date, a material part (as defined in this Section 16.2) of any Property is destroyed or damaged by fire or other casualty (or any part thereof) a “Damaged Property”), Sellers shall sustain a loss or damage, Borrower shall give prompt notice promptly notify Buyer of such loss or damage fact and Buyer, at its option, may terminate the Agreement with respect to Lender and such Damaged Property. In such event, the Purchase Price shall cause Mortgage Borrower to promptly commence and diligently prosecute be adjusted by the completion amount of the Restoration of Purchase Price attributed to such Damaged Property on Schedule 5 attached hereto and the Property in accordance with the applicable terms and conditions of the Mortgage Loan AgreementDeposit shall be reduced on a prorata basis. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender Buyer shall have the right to settle terminate this Agreement with respect to such Damaged Property with by giving notice to Sellers not later than ten (10) Business Days after receipt of Sellers’ notice. In the event Buyer elects to terminate the Agreement with respect to the Damaged Property, Sellers shall have the right to terminate this Agreement in its entirety by written notice to Buyer within ten (10) Business Days after receipt of Buyer’s termination notice for the Damaged Property, in which event the Deposit shall be returned to Buyer and adjust no party shall have any further obligation to the other, unless such claim at Borrower’s cost obligation expressly survive the termination of this Agreement. For the purposes hereof, a “material part” of a Property shall mean any portion of the Property where the amount required to repair or restore the destruction or damage caused by fire or other casualty is reasonably estimated by Buyer and without Borrower’s consent. Notwithstanding Sellers to be more than two and one-half percent (2.5%) of the Purchase Price for such Property (as set forth on Schedule 5) or if any loss or damage, Borrower shall continue to pay the Indebtedness Tenant occupying more than 3,000 square feet terminates its Lease at the time Property as a result of the fire or other casualty. Provided, if any Tenant terminates its lease as a result of a casualty, the Purchase Price shall be reduced using the formula for calculation of an Earnout Payment and the terminated lease shall become an Earnout Space. If Buyer does not elect to terminate this Agreement as aforesaid, or if there is damage to or destruction of an “immaterial part” (i.e., anything other than a material part) of the Properties by fire or other casualty, there shall be no abatement of the Purchase Price and Sellers shall assign to Buyer (without recourse) on the Closing Date the rights of Sellers to any portion of the proceeds that has not been used by Sellers to repair such casualty under Sellers’ insurance policies, if any, covering the applicable Property with respect to such damage or destruction, and Buyer shall be entitled to receive and keep any such monies received from such insurance policies (and shall be entitled to applicable deductibles, if any). In furtherance hereof, in the manner provided for its payment event an “immaterial part” of the Properties is damaged after the date hereof, Sellers shall, in accordance with sound management practice, repair such damage and Buyer shall, on the Closing Date, reimburse to Sellers the cost thereof, less any amount of insurance proceeds received by Sellers (but not paid to Buyer) in connection therewith. Sellers shall not enter into any settlement with the insurance carrier without the consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed. Sellers shall not modify, terminate or otherwise permit any of Sellers’ existing insurance policies to lapse or terminate prior to the Closing Date. If any damage or destruction which occurs prior to the Closing Date is not covered by Sellers’ insurance, then Buyer’s sole remedy shall be to either (a) close and receive a credit against the Purchase Price in the Note and amount of such damage or destruction, or (b) terminate this Agreement in this Agreementaccordance with Section 16.3 hereof.

Casualty. If Risk of loss up to and including the Property (or any part thereof) Closing Date shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered be borne by the Net Insurance ProceedsSeller. In the event of any immaterial damage or destruction to the Property or any portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing Seller’s rights under insurance proceeds to 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 reasonably expended for restoration or collection of proceeds), and assume responsibility for such repair, and Purchaser will receive a credit at Closing against the Purchase Price for any deductible amount under said insurance policies. For purposes of this Agreement, the term “immaterial damage or destruction” means such instances of damage or destruction of the subject Property: (i) which can be repaired or restored at a cost equal to or less than Three Hundred Thousand and No/100 Dollars ($300,000.00); (ii) which can be restored and repaired within one hundred eighty (180) days from the date of such damage or destruction; and (iii) which are not so extensive as to allow either of the tenants under the Leases to terminate such tenant’s respective Lease or xxxxx or reduce rent payable thereunder (unless business loss or rent loss insurance shall be available in the full amount of such abatement or reduction, subject to applicable deductibles) on account of such damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely mannerdestruction. In the event of a loss any material damage or damage where destruction to the loss exceeds the Insurance Threshold Property or if an Event of Default then existsany portion thereof, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participatePurchaser may, at Borrower’s costits option, in any such adjustment; provided, however, if Borrower fails by notice to Seller given within the earlier of twenty (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9020) days after Purchaser is notified by Seller of such damage or destruction, or the loss Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or damagedestruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement, Lender whereupon Escrow Agent shall have immediately return the right Xxxxxxx Money to settle Purchaser, or (ii) proceed to close under this Agreement, receive (and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue Seller will assign to pay the Indebtedness Purchaser at the time Closing the rights of Seller under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and in the manner provided assume responsibility for its payment in the Note such repair, and in this Agreement.Purchaser will receive a credit at Closing for any deductible amount under said

Casualty. If If, prior to Closing, the Property (Property, or any part thereof, suffers any material damage (that is, any damage to the Property to the extent that the Tenant has the right terminate the Lease pursuant to the terms thereof) from fire or other casualty, then Seller shall sustain a loss promptly provide Buyer with written notice thereof and Buyer may either: (a) terminate this Agreement by notice to Seller and Escrow Agent, in which event the Deposit shall be promptly refunded to Buyer, and neither party shall have any further right or obligation hereunder, other than any obligations expressly surviving the termination hereof, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, Borrower and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, if payable, shall give prompt notice be assigned to Buyer at the Closing and Buyer shall receive a credit against the Purchase Price in an amount equal to the amount of such loss Seller’s deductible under its insurance policy which has not previously been paid out by Seller. If the Property, or any part thereof, suffers any non-material damage (that is, any damage to Lender the Property which obligates Tenant to continue the payment of rent without abatement) prior to the Closing, Buyer agrees that it will consummate the Closing and shall cause Mortgage Borrower to promptly commence and diligently prosecute accept the completion assignment of the Restoration proceeds of any insurance covering such damage, including without limitation any and all rent loss insurance proceeds relating to the Property in accordance with period from and after the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, howeverClosing Date, if Borrower fails payable (plus receive a credit against the Purchase Price in an amount equal to (the amount of Seller’s deductible under its insurance policy which has not previously been paid out by Seller), and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender there shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and be no other reduction in the manner provided for its payment in the Note and in this AgreementPurchase Price.

Casualty. If Risk of loss up to and including the Property (or any part thereof) Closing Date shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered be borne by the Net Insurance ProceedsContributor. In the event of any immaterial damage or destruction to the Property or any portion thereof, Contributor and GIPLP shall proceed to close under this Agreement, and GIPLP will receive (and Contributor will assign to GIPLP at the Closing Contributor’s rights under insurance policies to receive) any insurance proceeds due Contributor as a loss result of such damage or destruction and assume responsibility for such repair, and GIPLP shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “immaterial damage where or destruction” shall mean such instances of damage or destruction: (i) which can be repaired or restored at a cost of Fifty Thousand and No/100 Dollars ($50,000.00) or less; (ii) which can be restored and repaired within sixty (60) days from the loss does not exceed date of such damage or destruction; and (iii) in which Contributor’s rights under its insurance policy covering the Insurance Threshold, Borrower may (Property are assignable to GIPLP and will continue pending restoration and repair of the damage or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely mannerdestruction. In the event of a loss any material damage or damage where destruction to the loss exceeds the Insurance Threshold Property or if an Event of Default then existsany portion thereof, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participateGIPLP may, at Borrower’s costits option, in any such adjustment; provided, however, if Borrower fails by notice to Contributor given within the earlier of twenty (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9020) days after GIPLP is notified by Contributor of such damage or destruction, or the loss Closing Date, but in no event less than ten (10) days after GIPLP is notified by Contributor of such damage or damagedestruction (and if necessary the Closing Date shall be extended to give GIPLP the full 10-day period to make such election): (i) terminate this Agreement, Lender whereupon Escrow Agent shall have immediately return the right Xxxxxxx Money to settle GIPLP, or (ii) proceed to close under this Agreement, receive (and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue Contributor will assign to pay the Indebtedness GIPLP at the time Closing Contributor’s rights under insurance policies to receive) any insurance proceeds due Contributor as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and in the manner provided assume responsibility for its payment in the Note such repair, and in this Agreement.GIPLP shall receive a credit at Closing for any

Casualty. If If, prior to the Closing Date, the Real Property and the improvements thereon shall be destroyed or damaged in an amount in excess of the Material Damage Amount (as hereinbelow defined), by fire or other casualty, or if the premises of any part thereof) shall sustain tenant are damaged as a loss result of fire or damage, Borrower shall give prompt notice other casualty to such extent that the operations of such loss tenant are materially impaired, Purchaser shall have the option (to be exercised in the manner hereinafter provided) to terminate this Agreement, in which event all documents shall be returned to the respective parties, and the Deposit shall be promptly returned to Purchaser, and thereupon, this Agreement shall become null and void, and neither party shall have any further rights or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute obligations hereunder, except for any provisions of this Agreement that expressly survive the completion termination of the Restoration of the Property this Agreement in accordance with the applicable terms and conditions of the Mortgage Loan this Agreement. Borrower shall cause Mortgage Borrower Seller agrees to pay all costs give Purchaser notice of Restoration any fire or other casualty within seventy-two (including72) hours after any such event, without limitation, any applicable deductibles under and Purchaser may exercise such option by delivering written notice to Seller within ten (10) days following the insurance policies) whether or not receipt of such costs are covered by the Net Insurance Proceedsnotice. In the event of (a) fire or other casualty causing damage in an amount less than the Material Damage Amount, or (b) more than the Material Damage Amount or materially impairing the operation of a loss tenant's or damage where the loss more than one tenant's premises, but with respect to which Purchaser does not exceed elect to terminate this Agreement as aforesaid, then Purchaser shall have the Insurance Thresholdright after the Preliminary Approval Date and prior to the Closing Date, Borrower may (or may cause Mortgage Borrower to) settle to control the adjustment and adjust settlement of any insurance claim relating to said damage, and upon the Closing Date Seller shall assign to Purchaser the interest of Seller in and to any insurance proceeds with respect to said damage. In such claim so long as no Event event, Seller will also credit against the Purchase Price the amount of Default has occurred any deductible on Seller's casualty and is continuinginsurance policies covering said damage. Any such adjustment must For the purposes hereof, the term "Material Damage Amount" shall mean damage reasonably determined by Purchaser to be carried out in a commercially reasonable and timely mannerexcess of $500,000.00. In the event the parties hereto are unable to agree upon the dollar amount of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may aforesaid damages within ten (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9010) days after the loss date of such fire, vandalism or damageother casualty, Lender then the determination of said amount by Seller's property manager, Insignia Financial Group, shall have be binding upon the right parties hereto. If the Closing Date is less than twenty (20) days following the last day on which Purchaser is entitled to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue elect to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in terminate this Agreement, then closing shall be delayed until Purchaser makes such election.

Casualty. If before the Property (or Closing any material part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of Assets (other than the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration Real Property) is damaged, lost, or destroyed (includingwhether by fire, without limitationtheft, any applicable deductibles under the insurance policies) whether vandalism, or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may other cause or permit Mortgage Borrower to) settle and adjust such claim only with casualty other than the prior written consent act or omission of Lender (which consent shall not be unreasonably withheld Buyer, its agents, or delayedrepresentatives) and Lender shall have the opportunity same can be replaced, repaired or restored within 90 days, Seller must promptly replace, repair, and/or restore the same to participate, at Borrower’s cost, in any such adjustmentsubstantially the same condition as before the damage; provided, however, that for the purposes of this Section, the Premises may not be replaced with other real property. If in Seller’s determination, the same cannot be replaced, repaired, or restored within 90 days, Seller must so notify Buyer within 30 days of the occurrence of the damage or destruction. Buyer will thereupon have 10 days to notify Seller in writing of its election either to (a) terminate this Agreement in its entirety; or (b) proceed to Closing and either (i) receive an assignment of insurance proceeds payable to Seller as a result of the damage or destruction, but the Purchase Price will not be reduced, or (ii) reduce the Purchase Price by the amount of insurance proceeds payable to Seller as a result of the damage or destruction, but Seller will retain all such proceeds. With respect to the Real Property, if Borrower a material part of the Real Property is damaged prior to the Closing by fire or other casualty, Buyer may cancel this Agreement by written notice to Seller within ten (10) days of the date of such casualty, in which event this Agreement shall terminate and neither party shall have any further rights or obligations under this Agreement other than those rights and obligations which are expressly stated to survive expiration or termination of this Agreement. In the event that Buyer fails to provide Seller with written termination notice within such ten (10) day period, then notwithstanding anything to the contrary, this Agreement shall remain in full force and fails effect and Buyer shall proceed to cause Mortgage Borrower) settle close and adjust take the Real Property as damaged, in which event Buyer shall be entitled to receive the insurance proceeds, if any, actually received by Seller as the result of such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreementloss.

Casualty. (a) If the Property (all or any part thereofSubstantial Portion (as defined in SECTION 9.2(B)) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then Purchaser may terminate this Contract by written notice thereof to Seller within fifteen (15) days after Purchaser receives notification of the casualty (which notice Seller shall deliver to Purchaser within ten (10) days of Seller's receipt thereof). If Purchaser does not terminate this Contract as aforesaid, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in SECTION 9.2(B) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property or held by or paid to the lender) and assign to Purchaser all of Seller's right, title and interest in and to any claims which Seller may have under the insurance policies covering the Property, and Purchaser shall receive a proration credit at Closing in the aggregate amount of any deductible or self-insurance and there shall be no reduction in the Purchase Price. In addition, Seller shall deliver to Purchaser at Closing any proceeds from its loss of rents insurance policy which are attributable to the time period after Closing and Seller shall assign its rights to receive any such loss of rents insurance proceeds after Closing. Provided, however, if the payment of such proceeds by the company writing the loss of rents insurance policy is contingent upon continuation of the payment of premiums after Closing, then Purchaser shall be responsible for such payments. Seller shall also assign to Purchaser at Closing any construction contracts for the repair of such damage to which Seller is a party. If less than a Substantial Portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and second sentence in this AgreementSECTION 9.2(A).

Casualty. If at any time prior to the Property (Closing Date all or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration portion of the Property is destroyed or damaged as a result of fire or any other casualty whatsoever and the cost of restoring such damage exceeds $3,500,000 or such casualty is not insured (and Sellers, in accordance with the applicable terms and conditions event of the Mortgage Loan Agreementabsence of insurance, elect not to restore the Property prior to the Closing or to give Purchasers a credit against the Purchase Price equal to the restoration costs, as estimated by a reputable contractor in consultation with Purchasers’ consultant, which contractor shall be selected by Sellers and reasonably acceptable to Purchasers), then, at the option of Purchasers, which option must be exercised within 20 days after receipt of such estimate of the restoration costs, this Agreement shall terminate and shall be canceled with no further liability of either party to the other (other than those provisions that expressly survive termination), and the Deposit shall be returned to Purchasers. Borrower Sellers shall cause Mortgage Borrower give Purchasers prompt written notice of any casualty. If there is any partial or total damage or destruction, and if Purchasers elect not to pay all terminate (or are not permitted to terminate) this Agreement as herein provided, then at the Closing, any insurance proceeds paid to Owners for the actual value of the property lost or destroyed up to but not in excess of the Purchase Price, less any costs of Restoration incurred by Owners in connection with such casualty (including, without limitationbut not limited to, legal fees and engineering fees) and the payment of any applicable deductibles under that shall have theretofore been used for restoration of the insurance policies) whether Property pursuant to a plan of restoration approved in writing by Purchasers, shall remain as an asset of the Owner who has received such payment or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may proceeds (and may cause or permit Mortgage Borrower to) settle any such proceeds shall remain an asset of such Owner and adjust such claim only with the prior written consent of Lender (which consent shall not be distributed to Sellers), and Purchasers shall be entitled to a credit against the Purchase Price for the amount of any deductible under Owners’ respective insurance policies. Sellers hereby agree that they will not permit Owners to settle or compromise any such insurance claims without Purchasers’ prior written consent, which consent will not be unreasonably withheld withheld, conditioned or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and anything contained in this AgreementSection 6.2 to the contrary, Sellers shall be under no obligation to repair or restore the Property.

Casualty. If the Property (there is damage or any part thereof) shall sustain destruction to all or a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration portion of the Property prior to the Closing Date by virtue of a fire or other casualty (either, a “Casualty”) then Seller shall as promptly as reasonably practicable after the date of the Casualty deliver to Buyer a notice to which is annexed an estimate that sets forth the cost to repair such damage and restore the Property to its condition immediately prior to the Casualty, which estimate shall be prepared by a reputable contractor or insurance adjuster. If such notice states that the estimated cost to repair such damage and restore the Property is less than Two Million Dollars and 00/100 Cents ($2,000,000.00), then this Agreement shall remain in accordance full force and effect, Seller shall assign to Buyer any and all claims under its insurance policies by reason of such damage or destruction attributable to the Property and Buyer shall take title with the applicable terms assignment of such claim or claims and conditions of subject to such damage or destruction. If such notice states that the Mortgage Loan Agreement. Borrower estimated cost to repair such damage and restore the Property is Two Million Dollars and 00/100 Cents ($2,000,000.00) or greater, then Buyer, at Buyer’s option, shall cause Mortgage Borrower have the right to pay all costs of Restoration terminate this Agreement by giving notice thereof to Seller no later than five (including5) business days after the date Buyer receives Seller’s aforesaid notice, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In and in the event of a loss or damage where such termination, neither Seller nor Buyer shall have any liability hereunder except for those obligations which expressly survive the loss termination of this Agreement and Buyer shall be entitled to the return of the Down Payment plus accrued interest thereon promptly after the giving of such notice terminating this Agreement. If Buyer does not exceed elect to terminate this Agreement or fails to give a notice to Seller terminating this Agreement as required by this Paragraph 12, then this Agreement shall remain in full force and effect, Seller shall assign to Buyer any and all claims under its insurance policies by reason of such damage or destruction attributable to the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle Property and adjust Buyer shall take title with the assignment of such claim so long or claims and subject to such damage or destruction. If there is a Casualty and Buyer does not elect to terminate this Agreement or has no right to terminate this Agreement, then, at Closing, Buyer shall be entitled to a credit against the balance of the Purchase Price due at Closing in the amount of Seller’s deductible under its applicable insurance policies less any amounts reasonably and actually expended by Seller to collect any of the insurance proceeds or to remedy any unsafe conditions at the Property or to repair or restore any damages. Seller agrees that the insurance coverage as no Event respects the Property shall not be reduced between the date hereof and the Closing without the express written consent of Default has occurred Buyer. Furthermore, Seller agrees that (with respect to the assigned claims described above) Buyer shall have the opportunity to participate in all settlement negotiations in connection with the Property, and is continuing. Any such adjustment must the assigned insurance claims shall not be carried out settled or the insurance proceeds used or disbursed in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then existsany manner without, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with in each case, the prior written consent of Lender (which consent Buyer. The provisions of this Paragraph 12 shall not be unreasonably withheld or delayed) and Lender shall have survive the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementClosing.

Casualty. If the Property Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred and eighty (180) days after the occurrence of such damage or any part thereofdestruction and Landlord notifies Tenant of same within thirty (30) days after the occurrence of such damage or destruction, then Landlord and Tenant shall sustain a loss or damage, Borrower shall give prompt each have the right to terminate this Lease by giving written notice of termination within sixty (60) days after the occurrence of such loss damage or damage destruction. If this Lease is terminated pursuant to Lender and this Article, then rent shall cause Mortgage Borrower to promptly commence and diligently prosecute be apportioned (based on the completion portion of the Restoration Premises which is usable after such damage or destruction) and paid to the date of termination. Notwithstanding the forgoing Landlord shall be under no obligation to repair or restore the EG or the Antenna in the event of any fire or other casualty, same being the sole responsibility of Tenant. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Property in accordance with Premises are substantially complete, Tenant shall be required to pay rent only for the applicable terms and conditions portion of the Mortgage Loan AgreementPremises that is used and usable while such repair and restoration are being made. Borrower Landlord shall cause Mortgage Borrower proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that Landlord shall not be required to pay all costs repair or restore any of Restoration contents of the Premises (including, without limitation, any applicable deductibles under Tenant's trade fixtures, furnishings, equipment or personal property). Notwithstanding anything herein to the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Thresholdcontrary, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender Landlord shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue terminate this Lease if: (1) insurance proceeds are insufficient to pay the Indebtedness at full cost of such repair and restoration; (2) the time holder of any Mortgage fails or refuses to make such insurance proceeds available for such repair and restoration; (3) zoning or other applicable Laws or regulations do not permit such repair and restoration; or (4) the Building is damaged by fire or casualty (whether or not the Premises has been damaged) to such an extent that Landlord decides, in its sole and absolute discretion, not to rebuild or reconstruct the manner provided for its payment in Building. Notwithstanding anything herein to the Note contrary, Tenant shall have the right to terminate this Lease by written notice to Landlord if Landlord does not complete any such repair and in this Agreementrestoration work within two hundred fifty (250) days after the occurrence of such damage and destruction, such notice to be given within ten (10) days after the expiration of said two hundred fifty (250) days.

Casualty. If If, prior to the Property (Closing, all or any part thereof) of any Property is destroyed or damaged by fire or other casualty, the Sellers shall sustain a loss or damage, Borrower shall give prompt notice promptly notify the Purchaser of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreementfact. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in If any such adjustment; providedcasualty shall damage all or any material portion of such Property, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after then the loss or damage, Lender Purchaser shall have the right to settle terminate this Agreement in its entirety or with respect to such affected Property by giving notice thereof to the Sellers not later than ten (10) days after the date on which the Purchaser receives the Sellers’ notice as aforesaid (and, if necessary, the Closing Date shall be extended until two (2) Business Days after the expiration of such ten-day period). If the Purchaser elects to terminate this Agreement in its entirety as aforesaid, then the Escrow Agent shall return the Deposit to the Purchaser, and, upon the Purchaser’s receipt of the Deposit, this Agreement shall terminate and adjust be of no further force and effect and neither party shall have any liability to the other hereunder. If the Purchaser elects to terminate this Agreement only with respect to the affected Property as aforesaid, then the Escrow Agent shall retain the entire Deposit (subject to the terms of this Agreement), the Sellers and the Purchaser shall reasonably agree upon the portion of the Purchase Price allocated to the affected Property and this Agreement shall terminate with respect to the affected Property only and all other terms and conditions of this Agreement shall remain in full force and effect, except that the Purchase Price hereunder shall be reduced by the portion of the Purchase Price allocated to the affected Property. If any such claim at Borrower’s cost casualty shall damage less than a material portion of any Property or if the Purchaser shall not elect to terminate this Agreement as aforesaid, then there shall be no abatement of the Purchase Price and without Borrower’s consent. Notwithstanding any loss or damage, Borrower the applicable Seller shall continue assign to pay the Indebtedness Purchaser at the time Closing all of such Seller’s rights to the insurance proceeds, if any, under such Seller’s insurance policies covering the Property with respect to such damage or destruction and in there shall be credited against the manner provided for its payment in Purchase Price following: (a) the Note amounts of any applicable insurance deductibles; (b) the amounts of any proceeds previously received by such Seller; and in this Agreement(c) the amounts of any deficiency of proceeds.

Casualty. If All risk of loss with respect to the Property (until Closing shall be borne by Seller. In the event that any damage or destruction of the Property, or any part thereof) thereof by fire or other casualty occurs prior to the actual Closing, the Seller shall sustain a loss or damage, Borrower shall give prompt provide written notice of such loss casualty to Buyer within ten (10) business days following the date of such casualty, which notice shall include an election by Seller of whether it will repair or restore the casualty damage to Lender and shall cause Mortgage Borrower the Property, or elect to promptly commence and diligently prosecute terminate this Agreement due to such casualty. If Seller elects to repair or restore the completion of the Restoration of damage to the Property caused by such casualty, Seller shall repair and restore all such damage and complete the Improvements in accordance with the applicable terms requirements of Section 2.2 hereof, and conditions the Outside Completion Date shall be extended by the reasonable period necessary to repair and restore the Improvements due to such casualty, but in no event beyond October 15, 2007 without the prior consent of Buyer to a further extension beyond October 15, 2007. If Seller elects to terminate this Agreement due to such casualty, the Deposit shall be immediately refunded to the Buyer, and the parties shall have no further duties or obligations under this Agreement. If Seller elects to repair or restore all damage to the Improvements due to such casualty, but the time necessary to repair or restore the Improvements will extend beyond October 15, 2007, the Buyer shall elect, within ten (10) business days after it has received written notice from Seller of the Mortgage Loan existence of such casualty, and the time estimated by Seller as being necessary for completion of the Improvements, to either: (i) terminate this Agreement, in which event the Deposit shall be immediately refunded to Buyer and the parties shall have no further duties or obligations hereunder, or (ii) agree to the extension to the Outside Completion Date proposed by Seller. Borrower Notwithstanding the foregoing, in no event shall cause Mortgage Borrower the Buyer be required to pay all costs close this transaction at any time between August 1, 2007 and November 1, 2007 (“Closing Blackout Period”), unless Buyer specifically consents to a Closing Date within such period. Where there is Substantial Completion of Restoration (includingthe Improvements during the Closing Blackout Period, without limitationthe Closing Date shall be November 2, any applicable deductibles under 2007. If the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss Buyer does not exceed provide any written notice to Seller within ten (10) business days following receipt of the Insurance Thresholdwritten notice from Seller advising of the existence of the casualty, Borrower may (or may cause Mortgage Borrower to) settle the election by Seller to proceed with repair and adjust such claim so long as no Event restoration of Default has occurred the Improvements and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and estimated for completion, the Buyer shall be deemed to have elected the option provided in the manner provided for its payment in the Note and in this Agreementsubparagraph (ii) above.

Casualty. If the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of damage to the Property by fire or other casualty prior to the Closing Date, Seller shall promptly notify Purchaser of such fire or other casualty. If the fire or other casualty causes damage which (a) would cost in excess of $2,000,000.00 to repair, (b) materially and adversely affects access to the Property, or (c) entitles any Required Tenant to terminate its Lease as a loss result thereof, then Purchaser may elect, by written notice to be delivered to Seller on or before the sooner of (i) the 15th day after Purchaser's receipt of such notice, or (ii) the Closing Date, to either: (a) close the transaction contemplated by this Agreement and receive (x) all insurance claims and proceeds paid or payable to Seller as a result of such fire or other casualty, with the same being paid or assigned to Purchaser at Closing and (y) a credit against the Purchase Price of the deductible for any applicable insurance policies under which proceeds are to be paid to Purchaser or (b) terminate this Agreement and receive a return of the Deposit in which case the parties shall have no further obligations hereunder except for the Surviving Obligations. If the damage where to the loss Property by fire or other casualty prior to the Closing Date (a) would cost less than or equal to $2,000,000.00 to repair, (b) does not exceed materially and adversely affect access to the Insurance ThresholdProperty, Borrower may and (or may cause Mortgage Borrower toc) settle and adjust such claim so long does not entitle any Required Tenant to terminate its Lease as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then existsresult thereof, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent Purchaser shall not be unreasonably withheld or delayed) and Lender shall have the opportunity right to participateterminate its obligations under this Agreement by reason thereof, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender Seller shall have the right to settle elect to either (A) repair and adjust restore the Property if such claim at Borrower’s cost repair or restoration may be completed prior to the Closing Date or (B) to assign and without Borrower’s consent. Notwithstanding any loss transfer to Purchaser on the Closing Date all of Seller's right, title and interest in and to all insurance proceeds paid or damage, Borrower shall continue payable to pay Seller on account of such fire or casualty in which case Purchaser will receive a credit against the Indebtedness at the time and Purchase Price in the manner provided amount of the deductible for its payment any applicable insurance policies under which proceeds are to be paid to Purchaser and Seller shall deliver any rental insurance proceeds received by Seller for the period following Closing to Purchaser, and shall assist Purchaser in making any claims with respect to same. The provisions of this Section 7.1 shall survive the Note and in termination of this Agreement.

Casualty. If Except as otherwise provided in this Agreement, Seller assumes all risks for damage to or injury occurring to the Property (by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If before the Closing, the Property, or any part thereof, suffers any damage from fire or other casualty which in Seller’s reasonable estimate will (i) entitle any Major Tenant to rightfully terminate is Lease; (ii) require in excess of $500,000 or (iii) require more than 180 days to repair and restore, Seller will notify Purchaser of such fact (the “Seller’s Casualty Notice”), and either Seller or Purchaser may terminate this Agreement by notice to the other party given within ten (10) days following Seller’s Casualty Notice to Purchaser, in which case Purchaser shall sustain a loss be entitled to the return of the Deposit, and thereafter neither party shall have any rights or obligations under this Agreement, other than the Surviving Obligations . If neither party terminates this Agreement, it shall remain in full force and effect, Purchaser agrees that it will consummate the Closing and accept the assignment of Seller’s right, title and interest in and to the net proceeds (or rights under the policy) of any insurance covering such damage, Borrower shall give prompt notice including any rent loss insurance for the period after the Closing (less an amount equal to any expenses and costs incurred by Seller to collect or adjust such insurance or to secure the Improvements or initiate repairs or restoration of the Property, and any portion of such loss proceeds paid or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion be paid on account of the Restoration loss of rents or other income from the Property in accordance with for the applicable terms period prior to and conditions including the Closing Date shall be payable to Seller (collectively, “Seller Expenses”), to the extent the amount of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss net proceeds does not exceed the Insurance ThresholdPurchase Price, Borrower may plus an amount equal to Seller’s deductible or uninsured loss under its insurance policy applicable to such casualty, and there shall be no reduction in the Purchase Price or obligation of Seller to complete restoration. If prior to the Closing, the Property, or any part thereof, suffers any such damage which will not entitle a Major Tenant to terminate its Lease or in Seller’s reasonable estimate require less than $500,000 or 180 days to repair or restore, Purchaser agrees that it will consummate the Closing and accept the assignment of the net proceeds (or may cause Mortgage Borrower torights under the policy) settle and adjust of any insurance covering such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In damage, including any rent loss insurance for the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days period after the loss or damageClosing (less Seller Expenses), Lender to the extent the amount of such net proceeds does not exceed the Purchase Price, plus an amount equal to Seller’s deductible under its insurance policy applicable to such casualty, and there shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and be no reduction in the manner provided for its payment in the Note and in this AgreementPurchase Price or obligation of Seller to complete restoration.

Casualty. If Until Closing, Seller agrees to maintain the existing replacement cost property insurance covering the Assets (the “Property Insurance”). In the event any Property or Personal Property is damaged by fire or other casualty prior to Closing, then Buyer may elect to either: (i) terminate this Agreement prior to Closing by giving written notice to Seller and, in that event, all Exxxxxx Money shall be immediately refunded to Buyer, or (ii) elect to proceed with the Closing and, in that event, Seller shall pay to the Buyer an amount equal to the deductible under the Property Insurance (or any part thereofthe “Deductible Payment”) and Seller shall sustain validly assign to Buyer all insurance proceeds and other sums payable by third parties as a loss or damage, Borrower shall give prompt notice result of such loss fire or other casualty (“Third Party Payments”), including, but not limited to, business interruption insurance proceeds; provided if such assignment would impair recovery, Seller shall pay Buyer an amount equal to said insurance proceeds, Third Party Payments and the Deductible Payment at Closing. In the event the Property or Personal Property is damaged by fire or other casualty prior to Closing and such damage to Lender the Property or Personal Property is not fully covered by insurance and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion amount of the Restoration cost of repair or replacement, minus the insurance proceeds (the “Shortfall”) is less than $500,000, Seller shall pay Buyer, at Closing, the cost of fully restoring the portions of the Property in accordance with and the applicable terms Personal Property damaged by such fire or casualty. In the event the Property or Personal Property is damaged by fire or other casualty prior to Closing and conditions such damage to the Property or Personal Property is not fully covered by insurance and the amount of the Mortgage Loan Agreement. Borrower Shortfall is $500,000 or more, Seller shall cause Mortgage Borrower elect to either (x) pay all costs to Buyer, at Closing, the cost of Restoration fully restoring the portions of the Property and the Personal Property damaged by such fire or casualty, or (y) if the parties are able to agree upon an appropriate reduction to the Purchase Price, then Seller may retain the Convenience Store that was damaged or that contained the damaged Personal Property (and the portion of the Assets related to such Convenience Store (including, without limitation, any applicable deductibles under the insurance policiesProperty upon which the Convenience Store is located, the Personal Property at such Convenience Store, the Surviving Operating Agreements related to such Convenience Store, and the Merchandise Inventory, Fuel Inventory and Food Supplies Inventory at such Convenience Store)) whether or not such costs are covered and the Purchase Price shall be reduced by the Net Insurance ProceedsCarve Out Store Value of such Convenience Store (calculated as if such Convenience Store had been a Carve Out Store); provided that once Buyer receives written notice of Seller’s election, Buyer shall have the option of accepting the available insurance proceeds and the Deductible Payment as a credit against the Purchase Price and proceeding with the Closing. In Seller shall bear the event risk of a loss or damage where to the loss does not exceed Assets until the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementClosing.

Casualty. If the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice Risk of such loss or damage to Lender and the Improvements from the Effective Date through the Closing shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion be borne by Seller; provided that if either or both of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration Properties is damaged or destroyed by fire or other casualty (including, without limitation, any applicable deductibles under the insurance policies) whether or not the cause of such costs are covered by loss is insured or insurable) prior to the Net Insurance ProceedsClosing with a resulting loss or property damage of $100,000 or more in the aggregate, Buyer shall elect to either (a) proceed with the Closing subject to satisfaction of the Contingencies or (b) terminate this Contract. In the event of a loss any damage or destruction which is not de minimis in nature, Seller shall immediately notify Buyer thereof (the "Notice of Damage") and make such emergency and other repairs necessary to prevent exposure to the elements or other further damage where to the loss subject Property. Within 30 days after the Notice of Damage, Buyer shall determine whether the damage rises to the $100,000 level and, if so, make its election by notice to Seller, and the Closing shall be delayed as necessary to allow time for Buyer to make such election. Failure by Buyer to so notify Seller shall constitute an election to proceed with the Closing subject to satisfaction of the Contingencies. If Buyer elects (a) above or the casualty does not exceed result in at least $100,000 of property damage in the Insurance Thresholdaggregate, Borrower may then Seller shall pay to Buyer at Closing the estimated cost of the repairs or loss as reasonably determined by an independent insurance adjuster mutually selected by the parties less the amount of any insurance proceeds payable to Seller for the Property so damaged or destroyed (or may cause Mortgage Borrower tothe right to such proceeds shall be assigned by Seller to Buyer at Closing), and net of the cost of such repairs made by Seller before the Closing. If Buyer elects (b) settle and adjust above, then this Contract shall terminate upon delivery of such claim so long as no Event notice to Seller. If Seller would otherwise be obligated to pay more than $500,000 (exclusive of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then existsinsurance proceeds) under this paragraph, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender Seller shall have the opportunity option to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails terminate this Contract by notice delivered to (and fails to cause Mortgage Borrower) settle and adjust such claim Buyer within ninety (90) ten days after receipt of Buyer's election above. Seller's obligations under this Section shall survive the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementClosing.

Casualty. (a) If any of the Property Assets of an Acquired Company are damaged or destroyed by casualty loss after the date hereof and prior to the Closing (each such event, a “Casualty Loss”), and the sum of (x) the cost of restoring, repairing or replacing such damaged or destroyed Assets to a condition reasonably comparable to their prior condition, plus (y) the amount of any part thereof) shall sustain lost profits, in each case, to the extent such costs and lost profits are reasonably expected to accrue after the Closing as a loss or damage, Borrower shall give prompt notice result of such loss or damage Casualty Loss (net of and after giving effect to Lender any insurance proceeds actually received by the Acquired Companies for such restoration and shall cause Mortgage Borrower lost profits) (such costs and lost profits with respect to promptly commence any Purchased Assets as determined by an independent qualified firm reasonably acceptable to Purchaser and diligently prosecute Sellers, the completion “Restoration Cost”) is greater than $20,000,000 but does not exceed $130,000,000, Seller Representative may elect to (i) reduce the amount of the Purchase Price by the estimated Restoration Cost (as estimated by an independent qualified firm reasonably acceptable to Purchaser and Sellers) or (ii) restore, repair or replace the assets or properties relating to such Casualty Loss to a condition reasonably comparable to their prior condition, in each case by notice to Purchaser. If Seller Representative elects to reduce the Purchase Price pursuant to clause (i) above, such Casualty Loss shall not affect the Closing. If Seller Representative elects to restore, repair or replace the assets or properties pursuant to clause (ii) above, the Seller Representative will complete or cause to be completed, using good faith diligent efforts, the repair, replacement or restoration of the Property damaged assets or property in accordance with Good Industry Practice prior to the applicable terms Closing and conditions the Closing Date shall be postponed for the amount of time reasonably necessary to complete the restoration, repair or replacement of such property or assets as reasonably agreed among Purchaser and Seller Representative (provided that such postponement shall not extend beyond the date that is five (5) Business Days prior to the Termination Date). If Seller Representative does not make any such election within forty-five (45) days after the date of such Casualty Loss, Purchaser may elect to terminate this Agreement pursuant to Section 12.01(b)(iii) within ten (10) Business Days after the end of such forty-five (45) day period by written notice to Seller Representative. If the Restoration Cost is in excess of $130,000,000 then either Seller Representative or Purchaser may, by notice to the other Party terminate the Agreement pursuant to Section 12.01(b)(iii). If the Restoration Cost is $20,000,000 or less, (1) neither Purchaser nor Seller Representative shall have the right or option to terminate this Agreement pursuant to Section 12.01(b)(iii) and (2) subject to Purchaser’s rights under Article XI, there shall be no reduction in the amount of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance ProceedsPurchase Price. In the event of a loss Casualty Loss, Sellers shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to collect amounts due (if any) under available insurance arrangements in respect of any such Casualty Loss and shall cause any such insurance proceeds to be contributed or damage where assigned to the loss applicable Acquired Company that has suffered such Casualty Loss (provided that in the event the Purchase Price is reduced due to such Casualty Loss, and such Purchase Price reduction does not exceed the Insurance Thresholdtake into account such insurance proceeds, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails insurance proceeds that are received by the Acquired Companies following the Closing shall be promptly remitted to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementSellers).

Casualty. If Except as provided in any indemnity and non-disclosure provisions of this Agreement, Seller shall bear all risk of loss with respect to the Property up to and including the Closing Date. Notwithstanding the foregoing, in the event of damage to the Property by fire or other casualty on or prior to the Closing Date, repair of which would cost less than One Hundred Thousand and 00/100 Dollars ($100,000) (as determined by Seller in its reasonable, good faith estimation), such repairs that would take less than three (3) months to effectuate, and which repairs will not result in the termination of the Publix Lease, or any part more than seventy-five percent (75%) of the other leases or the abatement of rent pursuant to the Publix Lease, or more than seventy-five percent (75%) of the other leases, Buyer shall not have the right to terminate its obligations under this Agreement by reason thereof) , but Seller shall sustain a loss assign and transfer to Buyer, on the Closing Date, all of the Seller’s right, title and interest in and to all insurance proceeds paid or damage, Borrower shall give prompt notice payable to Seller on account of such loss fire or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration casualty, (including, without limitation, a credit on the closing statements equal to the amount of the deductible with respect thereto). In either case as provided in the preceding sentence, this transaction shall proceed to Closing and there shall be no reduction in the Purchase Price by reason of such damage (except for the credit to the Buyer for the amount of the Seller’s deductible). Seller shall promptly notify Buyer in writing of any applicable deductibles under such fire or other casualty, and Seller’s determination of the insurance policies) whether or not such costs are covered by cost to repair the Net Insurance Proceedsdamage caused thereby. In the event of a loss damage to the Property that would cost between Fifty Thousand and 00/100 Dollars ($50,000) and One Hundred Thousand and 00/100 Dollars ($100,000) (as determined by Seller in its reasonable, good faith estimation), and Seller receives no insurance proceeds, or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss damage to the Property by fire or damage where other casualty prior to the loss exceeds Closing Date, repair of which would cost in excess of One Hundred Thousand and 00/100 Dollars ($100,000) (as determined by Seller in its reasonable, good faith estimation), such repairs will take more than three (3) months to effectuate, or such repairs will result in the Insurance Threshold termination of the Publix Lease, or if an Event more than seventy-five percent (75%) of Default the other leases or the abatement of rent pursuant to the Publix Lease, or more than seventy-five percent (75%) of the other leases, then existsthis Agreement may be terminated at the option of Buyer, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent option shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, howeverexercised, if Borrower fails at all, by Buyer’s written notice thereof to Seller within ten (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9010) days after Buyer receives written notice of such fire or other casualty and Seller’s determination of the loss amount of such damages. Upon the exercise of such option by Buyer, this Agreement shall become null and void, the Deposit shall be promptly returned to Buyer and both parties shall be relieved from all further obligations hereunder, except as provided in any indemnity and non-disclosure provisions of this Agreement. If Buyer does not timely elect to terminate this Agreement, then Seller shall assign and transfer to Buyer on the Closing Date all of Seller’s right, title and interest in and to all insurance proceeds paid or damagepayable to Seller on account of such fire or casualty together with a credit at Closing equal to the amount of the deductible relating thereto, Lender in which case this transaction shall have the right proceed to settle Closing and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower there shall continue to pay the Indebtedness at the time and be no reduction in the manner provided Purchase Price by reason of such damage (except for its payment in the Note and in this Agreementcredit to Buyer for the amount of the deductible).

Casualty. If the Property (Notwithstanding any other provision of this Agreement, if all or any part thereof) shall sustain a loss any Property is damaged by fire or damageother casualty occurring following the Effective Date and prior to the Closing, Borrower shall give prompt notice of if such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion affects less than 25% of the Restoration rentable square feet of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (includingany Property, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender party shall have the right to settle terminate this Agreement, and adjust such claim at Borrower’s cost and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without Borrower’s consent. Notwithstanding any loss abatement of the Purchase Price or any liability or obligation on the part of any Seller by reason of said destruction or damage. In such event, Borrower shall continue to pay the Indebtedness at the time and or in the manner event that all or any part of any Property is damaged by fire or other casualty occurring following the Effective Date and prior to the Closing (regardless whether or what portion of any Property is rendered unusable) and this Agreement is not terminated pursuant to the terms hereof, the relevant Seller shall, on the Closing Date (and subject to the Closing having occurred), assign to Purchaser, and Purchaser shall have the right to make a claim for and to retain casualty insurance proceeds (less any costs or expenses incurred by the Sellers prior to Closing with respect to any repairs or rebuilding approved by Purchaser in its reasonable discretion (provided that no such approval shall be required for Sellers to take any action reasonably required pursuant to Leases or any documentation related to any indebtedness over the Properties), which such amounts shall not be assigned and shall be remitted to Sellers) received under, the casualty insurance policies in effect with respect to such Property on account of said physical damage or destruction as shall be necessary to perform repairs to the Improvements and/or to rebuild the Improvements to substantially the same condition as the same existed prior to the occurrence of such fire or other casualty, and Purchaser shall receive a credit against the cash due at Closing for the amount of the deductible on such casualty insurance policy. If such damage renders, or is reasonably expected to render, 25% or more of the rentable square feet of any Property, other than those Properties set forth on Schedule 18 hereof (collectively, the “Casualty Properties”), unusable for a period of more than six months, Purchaser shall have the right, in its payment in sole discretion to terminate this Agreement by written notice to the Note Sellers and in the Escrow Agent, at which point a portion of the Deposit equal to $3,000,000.00 shall be promptly paid to and retained by Sellers as compensation for the time, costs, expenses and other burdens associated with the negotiation and attempted execution of the transactions described herein and the balance of the Deposit shall be promptly paid to and retained by the Purchaser and the parties shall have no further obligations under this AgreementAgreement (except for the Surviving Termination Obligations).

Casualty. If Prior to the Closing, the entire risk of loss or damage to the Property (by fire, earthquake, flood, windstorm or other casualty shall be borne by Seller, except as otherwise provided in this Section 10(a). If, prior to the Closing, any part thereofof the Property is damaged or destroyed by fire or other casualty, Seller shall immediately notify Buyer of such fact. If such damage or destruction is Material Damage (defined below), Buyer shall have the option to terminate this Agreement upon notice to Seller given not later than ten (10) Business Days after receipt of Seller’s notice of such Material Damage. For purposes hereof, “Material Damage” shall be deemed to be any damage or destruction to the Property where the cost of repair or replacement is estimated by Seller to be One Hundred Thousand Dollars ($100,000) or more, or shall take more than sixty (60) days to repair, in Buyer’s good faith judgment, or whether such damage or destruction is covered by insurance or not. Seller shall promptly provide Buyer with all information and documentation in Seller’s possession or reasonably available to Seller relating to such damage or destruction, and any available insurance coverage, so that Buyer can make an informed decision as to whether or not it will proceed with the transaction or terminate the Agreement. If this Agreement is terminated pursuant to this Section 10(a), the provisions of Section 5(c) shall sustain a apply. If this Agreement is not terminated pursuant to this Section 10(a) or if the damage is not Material Damage, then Seller shall assign and turn over to Buyer all insurance proceeds payable to Seller with respect to such damage or destruction, provided Seller shall not be obligated to assign and turn over to Buyer any proceeds that exceed the cost to repair such loss or damage, Borrower and the parties shall give prompt notice of such loss or damage proceed to Lender and shall cause Mortgage Borrower the Closing pursuant to promptly commence and diligently prosecute the completion terms hereof without modification of the Restoration terms of this Agreement and without any reduction in the Property in accordance with the applicable terms and conditions of the Mortgage Loan AgreementPurchase Price. Borrower shall cause Mortgage Borrower If this Agreement is not terminated pursuant to pay all costs of Restoration (includingthis Section 10(a), without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender Buyer shall have the right to participate in any adjustment of the insurance claim, and Seller shall not adjust or settle and adjust any such claim at Borrowerwithout Xxxxx’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreementprior written approval.

Casualty. If If, prior to the Closing Date, the Real Property and the improvements thereon (or any part thereofother than the Non-Owned Buildings) shall sustain be destroyed or damaged in an amount in excess of the Material Damage Amount (as hereinbelow defined), by fire or other casualty, or if the premises of any tenant of the Building or of any Non-Owned Buildings are damaged as a loss result of fire or damageother casualty to such extent that such tenant is entitled pursuant to its Lease to terminate its Lease and does so as a result of such casualty loss, Borrower then either Seller or Purchaser shall give prompt have the option to terminate this Agreement by written notice to the other party within ten (10) days after such party has received notice of the casualty, in which event all documents shall be returned to the respective parties, and the Deposit shall be promptly returned to Purchaser, and thereupon, this Agreement shall terminate, and neither party shall have any further rights or obligations hereunder except any Surviving Obligations. Seller agrees to give Purchaser notice of any fire or other casualty within forty-eight (48) hours after learning of any such loss or damage event. The failure of either party to Lender and give such notice of termination within the aforesaid ten (10) day period shall cause Mortgage Borrower be conclusive evidence that such party has waived such option to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceedsterminate. In the event of a loss fire or other casualty causing damage where (a) in an amount less than the loss does not exceed Material Damage Amount, or (b) in an amount more than the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold Material Damage Amount or if an Event a tenant of Default then existsthe Building or of any Non-Owned Buildings terminates its Lease as a result of such casualty loss, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only but with the prior written consent of Lender (respect to which consent shall either party has not be unreasonably withheld or delayed) and Lender shall have the opportunity elected to participateterminate this Agreement as aforesaid, at Borrower’s costthen, in any such adjustment; providedprovided Purchaser has waived all conditions precedent to Purchaser's obligation to perform hereunder, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender Purchaser shall have the right to settle control the adjustment and adjust such settlement of any insurance claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or relating to said damage, Borrower and upon the Closing Date Seller shall continue assign to pay Purchaser the Indebtedness at interest of Seller in and to any insurance proceeds with respect to said damage. In such event, Seller will also credit against the time Purchase Price the amount of any deductible on Seller's casualty and insurance policies covering said damage. For the purposes hereof, the term "Material Damage Amount" shall mean damage, the repair cost of which is reasonably estimated by Seller to be in excess of an amount of money equivalent to two and one-half percent (2.5%) of the manner provided for its payment in Purchase Price. If the Note and in Closing Date is less than ten (10) days following the last day on which either party is entitled to elect to terminate this Agreement, then closing shall be delayed until such election is made or deemed to have been made.

Casualty. The parties agree that if the Leased Premises are partially destroyed or damaged by fire or other casualty, but not so as to be rendered untenantable by the Tenant for the purpose of its business, and if Landord's insurance recovery is sufficient to cover the cost of repair, the Landlord shall within a reasonable time repair the same, but until the Leased Premises are so repaired the rent shall be abated in the ratio that the portion of the Leased Premises rendered for the time being unfit for occupancy and not used or occupied by Tenant, shall bear to the whole Leased Premises. If the Property foregoing conditions to Landlord's repair obligation are not satisfied, either party may terminate this Lease by notifying the other party in writing within thirty (30) days of such damage or any part thereofdestruction. If the Building of which the Leased Premises are a part, shall be damaged by fire or other casualty (the Leased Premises themselves being otherwise unaffected) so that access thereto shall sustain be substantially interfered with, then the Landlord shall within a loss or reasonable time repair such damage, Borrower and a proportionate part of the rent shall give prompt notice be abated from time of such loss or damage until accessibility to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion use of the Restoration Leased Premises shall be restored. If the Building of which the Property in accordance with Leased Premises are a part be so damaged or destroyed as to render the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered Leased Premises untenantable by the Net Insurance Proceeds. In Tenant for the event purpose of a loss or damage where its business, then either party may terminate this Lease by notifying the loss does not exceed the Insurance Threshold, Borrower may other in writing within thirty (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9030) days after such damage or destruction, and in such event, the loss Tenant's obligations hereunder shall cease as of the date of such damage. Should this Lease not be so terminated, the Landlord shall proceed to repair and restore the Leased Premises or the Building itself, as the case may be, as rapidly as practicable, to substantially the same condition in which the Leased Premises or the Building was before such damage, Lender and the rent herein reserved shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at xxxxx from the time and in of such damage until the manner provided for its payment in Leased Premises and/or the Note and in this AgreementBuilding are fully repaired.

Casualty. If Except as provided in Article 4, Seller shall retain all risks and liability for damage to or injury occurring to the Property (by fire, storm, accident, or any part thereofother casualty or cause until Closing. If, between the Effective Date and the Closing Date, the Property suffers Material Damage (defined below), then Seller shall promptly notify Buyer. Buyer may elect, by written notice delivered to Seller within fifteen (15) shall sustain a loss or damage, Borrower shall give prompt notice days after receipt of such loss notice, either to (a) terminate this Agreement, in which case Escrow Agent will return the Deposit to Buyer, and neither party shall have any further obligation to the other except as may be expressly provided herein, or damage (b) continue to Lender and Closing, in which case Seller shall cause Mortgage Borrower assign any insurance proceeds resulting from the Material Damage to promptly commence and diligently prosecute Buyer (but only to the completion of extent that the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does proceeds do not exceed the Insurance ThresholdPurchase Price and provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date and any proceeds allocable to Seller’s personal property). The Closing Date may be extended as necessary to permit Buyer and Seller the full fifteen (15) days. “Material Damage” means damage costing in Seller’s reasonable judgment, Borrower may $300,000 or more to repair. If between the Effective Date and the Closing Date, the Property suffers damage which is not Material Damage, Seller shall, at Seller’s option, either (or may cause Mortgage Borrower toi) settle and adjust repair such claim so long as no Event damage at its expense, to the reasonable approval of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In Buyer, prior to the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may Closing (and may cause or permit Mortgage Borrower to) settle and adjust if such claim only with repair cannot reasonably be completed prior to the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participateClosing, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender Seller shall have the right to settle extend the Closing Date until such repairs are completed), or (ii) convey the Property to Buyer without making such repairs and adjust assign to Buyer all insurance proceeds payable on account of such claim at Borrowerdamage (but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date and any proceeds allocable to Seller’s cost and without Borrower’s consentpersonal property). Notwithstanding any loss If Buyer does not terminate this Agreement pursuant to this section following a casualty (whether or damagenot the casualty results in Material Damage), Borrower Seller shall continue assign to pay the Indebtedness Buyer at the time Closing its right to recover under any insurance policies covering such damage (but only to the extent that the proceeds do not exceed the Purchase Price and in provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the manner provided for its payment in period prior to the Note Closing Date and in this Agreementany proceeds allocable to Seller’s personal property) and shall pay Buyer at the Closing the amount of the deductible, if any.

Casualty. If All risk of loss to the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage remain upon Seller prior to Lender and shall cause Mortgage Borrower the Closing. If prior to promptly commence and diligently prosecute the completion of the Restoration of Closing the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower is damaged or destroyed by fire or other casualty to pay all costs of Restoration a material extent (includingas defined below), without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered Buyer may either terminate this Agreement by the Net Insurance Proceeds. In the event of delivering a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may written termination notice to Seller within ten (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9010) days after the loss damage occurs or damageelect to proceed to the Closing. If prior to the Closing the Property is damaged by fire or other casualty to less than a material extent, Lender the parties shall have proceed to the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner Closing as provided for its payment in the Note and in this Agreement. If the transaction is to proceed to the Closing despite any damage or destruction, there shall be no reduction in the Discounted Purchase Price and Seller shall at Seller's option fully repair the damage prior to the Closing at Seller's sole expense or reimburse Buyer for the entire cost of repairing the Property by allowing Buyer to deduct the cost on the cash payable to Seller at the Closing or assign to Buyer all of Seller's right and interest in any insurance proceeds resulting from such damage or destruction plus any amount equal to any insurance deductible or self-insured retention. For the purposes of this Section 9.1, the term "material extent" means damage or destruction if the cost of repairing and fully restoring the Property to its previous condition exceeds ten percent (10%) of the Discounted Purchase Price. If the extent of damage or the amount of insurance proceeds to be made available is not able to be determined prior to the date of the Closing or the repairs are not able to be completed prior to the date of the Closing, either party may postpone the Closing by delivering a written notice to the other party specifying an extended date of the Closing which is not more than thirty (30) days after the previously scheduled date of the Closing.

Casualty. If the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice Seller assumes all risk of such loss or damage to Lender and shall cause Mortgage Borrower the Property by fire or other casualty until the deed of conveyance to promptly commence and diligently prosecute the completion of the Restoration Property is delivered to Purchaser at Closing. If, at any time prior thereto, any portion of the Property in accordance with the applicable terms and conditions is destroyed or damaged as a result of the Mortgage Loan Agreement. Borrower fire or any other cause whatsoever, Seller shall cause Mortgage Borrower promptly give written notice thereof to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance ProceedsPurchaser. In the event of a loss that (a) the total cost to repair or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust restore such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss destruction or damage, Lender as determined by Seller’s insurance claim adjuster, exceeds $500,000.00, and/or (b) the estimated time to restore or repair such destruction or damage, as determined by Seller’s insurance claim adjuster, exceeds one hundred fifty (150) days from the casualty date, Purchaser shall have the right to settle and adjust such claim at Borrowerterminate this Agreement by written notice delivered to Seller within twenty (20) days following the date upon which Xxxxxxxxx receives Seller’s cost and without Borrower’s consent. Notwithstanding any loss written notice of the destruction or damage, Borrower and receive a refund of the Deposit. If (i) such destruction or damage can be repaired or restored for $500,000.00 or less, and can be repaired in one hundred fifty (150) days or less from the casualty date, or (ii) the cost of such repair or restoration shall continue to pay the Indebtedness at exceed $500,000.00, and/or the time to complete the repair and restoration of the Property shall exceed one hundred fifty (150) days from the casualty date, but Purchaser does not elect to so terminate this Agreement within said twenty (20) day period, this Agreement shall remain in full force and effect and the parties shall proceed to Closing without any reduction or adjustment in the Purchase Price, except that all insurance proceeds, if any (and all rights of Seller as landlord under the Lease, and in respect of policies of insurance maintained by tenants) will be assigned to Purchaser, exclusive of amounts expended by Seller and reimbursable to Seller to stabilize or repair such damage prior to Closing, and Purchaser shall receive a credit for the manner provided amount of Seller’s deductible. Seller shall have no obligation or liability whatsoever for its payment in to Purchaser of any amount related to deductibles under any policies of insurance maintained by any tenant of the Note and in this AgreementProperty.

Casualty. If The risk of loss for damage to the Properties by fire or other Casualty (as defined below) shall remain will Seller until Closing. If, prior to the Closing, any Property (or any part thereofportion thereof shall be damaged by fire or other casualty (a “Casualty”) shall sustain such that, (i) a loss or damage, Borrower shall give prompt notice Tenant of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender Premises shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss terminate its Lease or damagexxxxx, Borrower shall continue in full or in part, the payment of rent thereunder, or (ii) in the reasonable opinion of a contractor selected by Purchaser, the costs to pay repair the Indebtedness at Casualty exceed two percent (2%) of the portion of the Purchase Price allocated to the applicable Property pursuant to Section 2.1 or, (iii) the time to restore the applicable Property to its condition as of the Effective Date would exceed one hundred fifty (150) days, or (iv) there is a material reduction in access to or parking for the applicable Property (in any such event, “Material Damage”), then Purchaser may elect, by written notice (such notice, a “Casualty Termination Notice”) to Seller within ten (10) Business Days after written notice from Seller of the occurrence of such Casualty, either to (a) proceed to Closing with respect to the damaged Property, in which event, at Closing, Seller shall pay or assign to Purchaser Seller’s rights to all monies received or receivable by Seller, if any, in connection with any insurance maintained by Seller with regard to the damaged Premises as a result of such fire or casualty, and the purchase and sale contemplated by this Agreement shall take place in the manner provided described herein, with the Purchaser receiving a credit for its payment any deductible or retention related to Seller’s insurance, and the amount of any underinsured or uninsured damage caused by such Casualty, or (b) terminate this Agreement as to the damaged Property only, in which event the Purchase Price payable at Closing shall be decreased by the amount allocated to the damaged Property pursuant to Section 2.1. In the event a Property suffers a Casualty that entitles Purchaser to terminate this Agreement, and Purchaser terminates this Agreement with respect to all Properties, Purchaser shall have the right to instruct the Escrow Agent to return the Deposit (together with any interest thereon) to Purchaser and, after Purchaser’s receipt of the Deposit, neither party shall have any further rights, obligations or liabilities hereunder with respect to the applicable Properties other than those obligations which expressly survive the termination of this Agreement. Notwithstanding the foregoing provisions of this Section 11.1, if Purchaser should elect to terminate this Agreement in the Note event of Material Damage to one or more but not all of the Properties, then within ten (10) Business Days of Seller’s receipt of a Casualty Termination Notice, Seller may elect by written notice to Purchaser to terminate this Agreement as to the remaining Properties, in which event the Deposit shall be refunded to Purchaser and Seller shall pay to Purchaser the Reimbursable Costs. If Purchaser fails to so provide a Casualty Termination Notice, Purchaser shall conclusively be deemed to have elected to proceed to Closing. If applicable, the Closing Date shall be extended in order to permit Purchaser the full 10-Business Day period in which to elect whether to proceed to Closing or terminate this Agreement. If, prior to the Closing, any Property or any portion thereof shall be damaged by fire or other that does not constitute Material Damage, then the parties shall proceed to Closing, in which event, at Closing, Seller shall pay or assign to Purchaser Seller’s rights to all monies received or receivable by Seller, if any, in connection with any insurance maintained by Seller with regard to the Property as a result of such Casualty, and the purchase and sale contemplated by this Agreement shall take place in the manner described herein, with the Purchaser receiving a credit for any deductible, self-insured, co-insured or underinsured amounts related to Seller’s insurance.

Casualty. If In the event that the Property (is damaged or any part thereof) destroyed by fire or other casualty prior to the Closing, this transaction shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property be closed in accordance with the applicable terms and conditions of this Contract, notwithstanding the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether damage or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustmentdestruction; provided, however, that subject to the last sentence of this Section 11.2, Seller may make such repairs to the extent of any recovery from insurance carried on the Property if Borrower fails such repairs can be reasonably effected before the Closing. Subject to Section 11.3, if Seller is unable to effect such repairs prior to Closing, then Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by Seller) of Seller's rights and obligations with respect to the insurance claim and related to such casualty, and thereafter Purchase shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the Purchase Price at Closing in the amount of any deductible payable by Seller in connection therewith and not spent by Seller for demolition, site cleaning, restoration or other repairs). Notwithstanding the foregoing to the contrary, to the extent that the damage to any building on the Property is so significant that Seller's insurance adjuster makes a determination that the building should be torn down and reconstructed, then Seller agrees that, to the extent that such casualty occurs after Purchaser has elected to proceed under this Contract following the expiration of the Feasibility Period, Seller will refrain from commencing reconstruction of the affected building until the Closing Date; provided, however, that (a) Seller may utilize insurance proceeds to demolish the building, clear and clean the site, and otherwise take such actions as to make the surrounding area inaccesible by Tenants and members of the general public and make the area safe (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender Purchaser shall have the no right to settle such expended proceeds and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness receive no credit at the time Closing with respect to the same), and (b) any costs incurred or applied by Seller prior to accessing the insurance proceeds (i.e., costs within the applicable deductible) shall reduce the amount credited to Purchaser for such deductible in the manner provided for its payment in the Note and in accordance with this AgreementSection 11.2.

Casualty. If All risk of loss with respect to the Property (until Closing shall be borne by Sellers. In the event that any damage or destruction of the Property, or any part thereof) , by fire or other casualty occurs prior to the actual Closing, the Sellers shall sustain a loss or damage, Borrower shall give prompt provide written notice of such loss casualty to Buyer within ten (10) business days following the date of such casualty, which notice shall include an election by Sellers of whether they will repair or restore the casualty damage to Lender and shall cause Mortgage Borrower the Property, or elect to promptly commence and diligently prosecute terminate this Agreement due to such casualty. If Sellers elect to repair or restore the completion of the Restoration of damage to the Property caused by such casualty, Sellers shall repair and restore all such damage and complete the Improvements in accordance with the applicable terms requirements of Section 2.2 hereof, and conditions the Outside Completion Date shall be extended by the reasonable period necessary to repair and restore the Improvements due to such casualty, but in no event beyond May 15, 2007 without the prior consent of Buyer to a further extension beyond May 15, 2007. If Sellers elect to terminate this Agreement due to such casualty, the Deposit shall be immediately refunded to the Buyer, and the parties shall have no further duties or obligations under this Agreement. If Sellers elect to repair or restore all damage to the Improvements due to such casualty, but the time necessary to repair or restore the Improvements will extend beyond May 15, 2007, the Buyer shall elect, within ten (10) business days after it has received written notice from Sellers of the Mortgage Loan existence of such casualty, and the time estimated by Sellers as being necessary for completion of the Improvements, to either: (i) terminate this Agreement, in which event the Deposit shall be immediately refunded to Buyer and the parties shall have no further duties or obligations hereunder, or (ii) agree to the extension to the Outside Completion Date proposed by Sellers. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under If the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss Buyer does not exceed provide any written notice to Sellers within ten (10) business days following receipt of the Insurance Thresholdwritten notice from Sellers advising of the existence of the casualty, Borrower may (or may cause Mortgage Borrower to) settle the election by Sellers to proceed with repair and adjust such claim so long as no Event restoration of Default has occurred the Improvements and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and estimated for completion, the Buyer shall be deemed to have elected the option provided in the manner provided for its payment in the Note and in this Agreementsubparagraph (ii) above.

Casualty. If the Property (premises or any part thereof shall be damaged ------------ -------- by fire or other casualty, Landlord shall proceed with reasonable diligence, and at the expense of Landlord, to repair or cause to be repaired such damage. Landlord's responsibility to restore the premises shall be limited to Landlord's obligations as set forth on the attached Build-Out Drawings and shall be subject to all zoning and building codes then applicable; Tenant shall at Tenant's expense restore and repair the premises to the extent of Tenant's obligations as set forth in the Build-Out Drawings and shall be subject to all zoning and building codes then applicable. All repairs to and replacement of Tenant's property and property which Tenant may be required to remove as provided in Sections XII and XIV shall be made by and at the expense of Tenant. If the premises or any part thereof shall have been rendered unfit for use and occupation hereunder by reason of such damage, the yearly rent and Additional Rent, or a just and proportionate part thereof, according to the nature and extent to which the premises shall have been so rendered unfit, shall be suspended or abated until the premises (except as to the property which is to be repaired by or at the expense of Tenant) shall sustain a loss have been restored as nearly as practicably may be to the condition in which they are immediately prior to such fire or other casualty. Landlord shall not be liable for delays in the making of any such repairs which are due to government regulations, casualties, and strikes, unavailability of labor and materials, and other causes beyond the control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage, Borrower shall give prompt notice of . In case the Building is so damaged by such loss fire or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion other casualty that substantial alteration or reconstruction of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower Building shall cause Mortgage Borrower to pay all costs of Restoration (includingbe required, without limitationthen, any applicable deductibles under the insurance policies) whether or not the premises shall have been damaged by such costs are covered fire or other casualty, this Lease and the term hereof may be terminated at the election of Landlord or Tenant by a notice in writing of its election so to terminate which shall be given to the Net Insurance Proceedsother party within sixty (60) days following such fire or other casualty, the effective termination date of which shall be not less then thirty (30) days after the date on which such termination notice is received. In the event of any such termination, this Lease and the term hereof shall expire as of such effective termination date and the yearly rent and Additional Rent shall be apportioned as of such date; and if the premises or any part thereof shall have been rendered unfit for use and occupation by reason of such damage, the yearly rent and Additional Rent for the period from the date of the fire or other casualty to the effective termination date, or a loss or damage where just and proportionate part thereof, according to the loss does not exceed nature and extent to which the Insurance Thresholdpremises shall have been rendered unfit, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must shall be carried out in a commercially reasonable and timely mannerabated. In the event of a loss or damage where neither party having the loss exceeds right to so terminate this lease does so, and in the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower further event that Landlord fails to (and fails repair or cause to cause Mortgage Borrower) settle and adjust such claim within ninety (90) be repaired the damage caused to the premises on or before the date which is 180 days after subsequent to the loss date of the fire or damageother casualty, Lender then Tenant shall have the right to settle and adjust terminate this lease by written notice given to Landlord within ten (10) days following the expiration of said 180 day period, said termination to be effective not less than forty-five (45) days after the date of such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damagenotice; provided however, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment event Landlord shall thereafter substantially complete the repair of the damage caused to the premises on or before the date which is 210 days subsequent to the date of the fire or other casualty, Tenant's termination notice shall be nullified, and this lease shall remain in the Note full force and in this Agreementeffect as if such notice had not been sent.

Casualty. If The risk of loss, damage or destruction to the Property Assets shall be on Sellers prior to Closing and on Buyers thereafter. If, prior to the Closing, any material portion of the Assets shall be damaged or destroyed by fire or other casualty (or any part thereofcollectively, “Casualty”), Sellers shall deliver to Buyers written notice (“Casualty Loss Notice”) shall sustain a loss or damage, Borrower shall give prompt notice of such loss Casualty together with Sellers’ determination as to whether the damage constitutes a Material Damage. Buyers and Sellers shall cooperate to repair or replace the Assets affected by such Casualty as promptly as practicable in a manner reasonably acceptable to both Buyers and Sellers, provided that the cost of such repairs or replacement shall be borne by Sellers. For the purposes of this Section 12.12 only, “Material Damage” shall mean damage to Lender and shall cause Mortgage Borrower the Assets which is of such nature that the cost of restoring the same to promptly commence and diligently prosecute their condition prior to the completion of the Restoration of the Property Casualty will, in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (includingSellers’ reasonable determination, without limitationexceed $5,000,000, any applicable deductibles under the insurance policies) whether or not such costs are damage is covered by insurance, or any damage which would reduce the Net Insurance Proceedsvalue of either the Assets by $5,000,000 or more. In If, prior to the event Closing, the Assets sustain Material Damage by a Casualty, Buyers may, at Buyers’ option, terminate this Agreement by delivering written notice thereof to Sellers within fifteen (15) business days after Buyers’ receipt of the Casualty Loss Notice. If the Assets shall be damaged by a loss or damage where the loss does Casualty which is not exceed the Insurance Thresholda Material Damage, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event the Assets sustain Material Damage by a Casualty, but the Buyers elect not to terminate the Agreement as a result thereof, then the parties shall proceed to the Closing and the Sellers shall (at the Closing) assign to Buyers all of Default then existsSellers’ rights in and to any insurance proceeds which may become available as a result of the Casualty at issue, Borrower may (and may cause or permit Mortgage Borrower to) settle Sellers shall remain obligated to pay any deductible relating to the claim. If Buyers elect to terminate this Agreement under this Section 12.12, the entire Escrow Amount and adjust such claim only with the prior written consent of Lender (which consent all interest thereon shall not be unreasonably withheld or delayed) promptly returned to Buyers, and Lender thereafter neither party shall have the opportunity to participateany further rights or obligations hereunder, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner except as otherwise specifically provided for its payment in the Note and in this Agreement.

Casualty. If the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event that the Property is damaged or destroyed by any fire, flood or other casualty after the date of a loss this Agreement or prior to Closing, Seller shall give Buyer prompt written notice of the damage. If the damage where the loss does is not exceed the Insurance Thresholdmaterial, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a then Seller shall use its commercially reasonable and timely mannerefforts to commence repairs prior to the Closing. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then existsIf such repairs have not been completed prior to Closing, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust Buyer shall complete such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity repairs subsequent to participateClosing, at BorrowerSeller’s costexpense. The parties shall agree on an amount to be escrowed prior to closing in connection with such repairs. If the casualty causes material damage, in any such adjustment; provided, however, if Borrower fails then Buyer may elect by notice to Seller within ten (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9010) days after Buyer is notified of such damage to either (A) proceed in the loss same manner as in the case of damage that is not material, (B) to terminate this Agreement or (C) proceed to Closing, provided that Seller shall then assign to Buyer its rights to all insurance proceeds and any other claims or rights with respect to such damage, Lender and any difference between such proceeds and the estimated cost of repair of the damage (as reasonably estimated by Seller’s insurance company) shall be credited to Buyer at the Closing against the Purchase Price. If Buyer terminates this Agreement pursuant to this Section 18.1, then the Deposit and all interest thereon shall be returned to Buyer and neither party shall have any further obligation to each other except as provided in Sections 15.1(c) (relating to damages to property) and 22.1 (relating to broker’s commissions). Damage as to any one or more occurrences is “material” if the cost to repair the damage, as reasonably estimated by Seller’s engineer or expert, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate. Buyer shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and participate in the manner provided for its payment negotiations and settlement of any casualty-related claim in the Note and in this Agreementevent Buyer elects or is otherwise obligated to proceed with Closing.

Casualty. If the Property (Premises or Project, or any part thereof) portion of either, -------- shall sustain a loss be damaged by fire or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are other casualty covered by the Net Insurance Proceeds. In insurance carried by Landlord hereunder and the event cost of a loss or repairing such damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld greater than ten percent (10%) of the then full replacement cost thereof, then, subject to the following provisions of this Article, Landlord shall repair the Premises and/or Project. If the Premises or delayedProject shall be damaged (a) by fire or other casualty not covered by insurance carried by Landlord hereunder, (b) by fire or other casualty covered by insurance carried by Landlord hereunder and Lender Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, (c) to an extent greater than ten percent (10%) of the then full replacement cost thereof, or (d) during the last twelve (12) months of the Term or any renewal term hereof, then Landlord shall have the opportunity option (i) to participaterepair or reconstruct the portion of the damaged Premises or Project covered by Landlord's insurance, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails or (ii) to terminate this Lease by so notifying Tenant within sixty (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9060) days after the date of such fire or other casualty, such termination to be effective as of the date of such fire or other casualty. The Rent required to be paid hereunder shall be abated in proportion to the portion of the Premises, if any, which is rendered untenantable by fire or other casualty hereunder until repairs of the Premises are completed, or if the Premises are not repaired, until the Expiration Date hereunder. Other than such rental abatement, no damages, compensation or claims shall be payable by Landlord for loss of the use of the whole or damageany part of the Premises, Lender Tenant's personal property, or any inconvenience, loss of business or profit, or annoyance arising from any such repair and reconstruction. If the damage results from the fault or negligence of Tenant, its agents, employees, licensees or invitees, Tenant shall have not be entitled to any abatement or reduction of any Rent or other sums due hereunder, and such damage shall be repaired by Tenant, or at Landlord's option by Landlord, at Tenant's expense. If this Lease is terminated as provided in (ii) above, all Rent shall be apportioned and paid up to the right date of such termination. Landlord shall not be required to settle repair or replace any furniture, furnishings, or other personal property that Tenant may be entitled to remove from the Premises or any property constructed and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding installed by or for Tenant pursuant to Section 6.01 hereof or any loss or damage, Borrower shall continue to pay the Indebtedness at the time and installations in the manner provided for its payment in the Note and in this Agreementexcess of Building Standard.

Casualty. If, prior to the Closing Date, any part of the Purchased Assets is destroyed or damaged by fire or the elements or by any other cause, Seller shall within ten (10) days after such casualty provide written notice thereof to Buyer. Such notice shall include copies of all insurance policies then in force relating to the Purchased Assets covering such casualty and Seller’s initial good faith estimate of the cost to repair such damage or destruction. Buyer may, by written notice to Seller within twenty (20) days after the receipt by Buyer of notice of the casualty, elect in writing to terminate this Agreement if either (i) the cost to repair such damage or replace such asset, if replacement is required, is reasonably likely to exceed Ten Million Dollars ($10,000,000) or (ii) the casualty has resulted or is reasonably likely to result in a material disruption to the operations at the Hospital or if a material number of beds are removed from service at the Hospital for a period of greater than thirty (30) consecutive days 51 and such disruption or removal of beds has resulted, or is reasonably likely to result, in a material adverse change in the business, financial condition or results of operations of the Purchased Assets or the Hospital, taken as a whole. If any part of the Property Purchased Assets is damaged or destroyed prior to the Closing Date but this Agreement cannot be terminated or is not terminated by Buyer pursuant to this Section 11.8, the parties shall not be excused from performance hereunder and Buyer shall be obligated to purchase the Purchased Assets hereunder and to complete the Closing pursuant to the terms and conditions set forth herein. In such an event and as of Closing, Buyer may, at its option, either (i) reduce the Interim Cash Purchase Price and the Final Cash Purchase Price (A) by the fair market value of the Purchased Assets damaged, lost or destroyed, such value to be determined as of the date immediately prior to such damage, loss or destruction or (B) by the estimated cost to replace or restore the damaged, lost or destroyed Purchased Assets, or (ii) require Seller upon the Closing to transfer to Buyer the proceeds (or the right to the proceeds) of any part thereofapplicable insurance, including any business interruption insurance relating to periods after the Closing, plus an amount equal to the deductible on such insurance. In the event that Buyer elects to reduce the Interim Cash Purchase Price and the Final Cash Purchase Price, Seller shall also transfer to Buyer the proceeds (or the right to the proceeds) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage from any business interruption insurance relating to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion periods after Closing. Any determination of the Restoration of fair market value of, or the Property estimated cost to replace, any Purchased Assets which are damaged, lost or destroyed shall be made in good faith jointly by Seller and Buyer prior to Closing. In the event that Seller and Buyer cannot reach a resolution regarding the fair market value of, or the estimated cost to replace, any such damaged, lost or destroyed Purchased Assets, the Closing shall occur and the Interim Cash Purchase Price and the Final Cash Purchase Price shall be subject to subsequent adjustment to reflect the fair market value of, or the estimated cost to replace, such damaged, lost or destroyed Purchased Assets after the Closing Date as determined in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out dispute resolution procedures in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementSection 13.3(b).

Casualty. If the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event that, between the date hereof and the applicable Closing, there shall occur any material damage, theft or similar loss with respect to any Acquired Assets, (a) the Sellers shall promptly give notice to the Purchaser thereof, including the Sellers’ estimate of a loss or damage where the loss does not exceed amount of casualty insurance (if any) payable in respect thereof, (b) at the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender Purchaser’s request (which consent request may be made prior to or after the applicable Closing), the Sellers and their Affiliates shall (i) use all Reasonable Efforts to promptly collect any amounts due (subject to applicable deductibles) under any relevant insurance policies in connection therewith and (ii) remit such amounts to the Purchaser on the applicable Closing Date or (if collected after the applicable Closing Date) promptly following receipt thereof and (c) to the extent that any such damage, theft or similar loss is not be unreasonably withheld or delayed) and Lender shall have the opportunity to participatefully covered by insurance, at Borrowerthe Purchaser’s costrequest prior to the applicable Closing, the Sellers shall either, at their election, (i) promptly repair or replace the relevant Acquired Assets with assets that are substantially comparable at the Sellers’ sole cost and expense or (ii) reimburse the Purchaser for the fair market value of such damage, theft or loss on the applicable Closing Date, which reimbursement may be set-off against the Purchase Price in the case of the Initial Closing Date. Notwithstanding anything in the foregoing to the contrary, the Sellers may elect to not seek recovery under its insurance policies for any such adjustment; provideddamage, howevertheft or loss, and, if Borrower fails to the Sellers so elect, the Sellers shall either (i) promptly repair or replace the relevant Acquired Assets with assets that are substantially comparable at the Sellers’ sole cost and fails to cause Mortgage Borrowerexpense or (ii) settle and adjust reimburse the Purchaser for the fair market value of such claim within ninety (90) days after the loss or damage, Lender shall have theft or loss on the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damageapplicable Closing Date, Borrower shall continue to pay which reimbursement may be set-off against the Indebtedness at the time and Purchase Price in the manner provided for its payment in case of the Note and in this AgreementInitial Closing Date.

Casualty. If Subject to the Property (last sentence of this Article XI, upon the occurrence of any casualty loss, damage or any part thereof) destruction material to the operation of the Station prior to the Closing, Seller shall sustain a loss or damage, Borrower shall promptly give prompt Buyer written notice setting forth in detail the extent of such loss loss, damage or damage to Lender destruction and the cause thereof if known. Seller shall cause Mortgage Borrower use its reasonable efforts to promptly commence and thereafter to diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower proceed to pay all costs of Restoration (includingrepair or replace any such lost, without limitation, any applicable deductibles under the insurance policies) whether damaged or not such costs are covered by the Net Insurance Proceedsdestroyed property. In the event that such repair or replacement is not fully completed prior to the Closing Date, Buyer may elect to postpone the Closing until Seller's repairs have been fully completed or to consummate the transactions contemplated hereby on the Closing Date, in which event Seller shall assign to Buyer the portion of a loss the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs incurred by Seller to collect such amounts), if any, not previously expended by Seller to repair or damage where replace the loss does not exceed damaged or destroyed property (such assignment of proceeds to take place regardless of whether the Insurance Threshold, Borrower may (parties close on the scheduled or may cause Mortgage Borrower todeferred Closing Date) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out Buyer shall accept the damaged Sale Assets in a commercially reasonable and timely mannertheir damaged condition. In the event the loss, damage or destruction causes or will cause the Station to be off the air for more than seven (7) consecutive days or fifteen (15) total days, whether or not consecutive, then Buyer may elect either (i) to consummate the transactions contemplated hereby on the Closing Date, in which event Seller shall assign to Buyer the portion of a loss the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs, incurred by Seller to collect such amounts), if any, not previously expended by Seller to repair or damage where replace the loss exceeds damaged or destroyed property, and Buyer shall accept the Insurance Threshold damaged Sale Assets in their damaged condition, or if an Event (ii) to terminate this Agreement. Notwithstanding the foregoing, the provisions of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent this Article XI shall not be unreasonably withheld apply to any loss, damage or delayed) and Lender shall have destruction to the opportunity extent it is caused by Buyer as operator of the Station pursuant to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementLMA.

Casualty. If Prior to the Property (or any part thereof) shall sustain a loss or damageClosing and notwithstanding the pendency of this Agreement, Borrower shall give prompt notice the entire risk of such loss or damage by earthquake, flood, landslide, fire, hurricane, tornado or other casualty to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion any of the Restoration Properties shall be borne and assumed by Seller. If, prior to the Closing any material part of any of the Property in accordance with the applicable terms and conditions Properties is damaged or destroyed by earthquake, flood, landslide, fire, hurricane, tornado or other casualty, Seller shall immediately notify Buyer of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceedsfact. In the event of a loss or damage where the loss does not exceed the Insurance Thresholdsuch event, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender Buyer shall have the opportunity option to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails terminate this Agreement upon written notice to Seller given not later than thirty (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9030) days after Buyer's receipt of such notice from Seller. Upon such termination, Escrow Agent shall return the loss Deposit to Buyer, the parties shall equally share the cancellation charges of Escrow Agent and Title Company, if any, and neither party shall have any further rights or damageobligations hereunder, Lender other than pursuant to any provision hereof which expressly surv termination of this Agreement. Buyer shall have no right to terminate this Agreement as a result of any nonmaterial damage or destruction of any of the Properties. If Buyer does not elect or has no right to terminate this Agreement, Seller shall assign and turn over to Buyer at the Closing, and Buyer shall be entitled to receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at Buyer's option and cost) and Buyer shall receive as a credit against the Purchase Price an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement. If Buyer does not elect or has no right to terminate this Agreement by reason of any casualty, Buyer shall have the right to settle and adjust such claim at Borrower’s participate in any adjustment of the insurance claim. For the purposes of this Section 9.2 only, the term "material" shall mean any damage that Seller reasonably estimates will cost and without Borrower’s consentin excess of $200,000.00 to repair. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreement10.

Casualty. If If, prior to the Property Closing Date, the Building shall be destroyed or damaged in an amount in excess of the Material Damage Amount (defined below), by fire or other casualty, or if such damage or destruction gives rise to the right of any tenant of at least 5,000 square feet to terminate its Lease, then Purchaser may terminate this Agreement, or if the Building shall be destroyed or damaged in an amount in excess of the Excess Material Damage Amount (defined below), by fire or other casualty, then Seller may terminate this Agreement, and in either such event, all documents shall be returned to the respective parties, the Deposit shall be promptly returned to Purchaser, this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder (subject, however, to survival of Purchaser’s Indemnity and Purchaser’s Confidentiality Obligations). Seller agrees to give Purchaser notice of any Casualty within seventy-two (72) hours after Seller obtains knowledge of any such event, and Purchaser or Seller (if and to the extent applicable) may terminate this Agreement by delivering written notice to the other within five (5) business days following the delivery of such notice. Failure by Purchaser or Seller (as applicable) to timely exercise such termination right shall be conclusive evidence that such right has been waived. With respect to any casualty hereunder for which this Agreement is not terminated, upon the Closing Date Seller shall (i) credit the Purchase Price with the amount of any deductible under its property insurance policy (or the estimated cost to repair if less than the deductible) and (ii) assign to Purchaser the interest of Seller in and to any part thereof) insurance proceeds with respect thereto, and Purchaser and Seller may negotiate the commencement of and payment for repairs in advance of Closing. For the purposes hereof, the term “Material Damage Amount” shall sustain a loss or damagemean damage reasonably determined to be in excess of Two Hundred Thousand and 00/100 Dollars ($200,000.00), Borrower and the term “Excess Material Damage Amount” shall give prompt notice mean damage reasonably determined to be in excess of such loss or damage to Lender One Million and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration 00/100 Dollars (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds$1,000,000.00). In the event the parties hereto are unable to agree upon the dollar amount of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may aforesaid damages within ten (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9010) days after the loss date of such fire, vandalism or damageother casualty, Lender then the determination of said amount by a licensed architect selected by Seller and reasonably acceptable to Purchaser shall have be binding upon the right parties hereto. If the Closing Date is scheduled to settle and adjust occur prior to the last day on which Purchaser is entitled to elect to terminate this Agreement under this Section 9.1, then Closing shall be delayed until the last day on which Purchaser is entitled to make such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreementelection.

Casualty. Tenant shall promptly give Landlord written notice of any fire or other casualty occurring within the Premises. If the Property Premises or other parts of the Building or Project reasonably required for Tenant's use and quiet enjoyment of the Premises are damaged by fire or other casualty, then, subject to the following provisions of this Article, Landlord shall promptly repair the damage. If, however, the damage (or any part thereofa) shall sustain a loss or damageis not covered by insurance carried by Landlord hereunder, Borrower shall give prompt notice (b) is covered by insurance carried by Landlord hereunder, but Landlord's mortgagee requires that proceeds of such loss or damage insurance be used to Lender and shall cause Mortgage Borrower retire the mortgage debt, (c) is to promptly commence and diligently prosecute such an extent that the completion cost of repairs will be greater than 10% of the Restoration then full replacement cost of the Property in accordance with Building, or (d) occurs during the applicable terms and conditions last 12 months of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs then effective Term of Restoration (includingthis Lease, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender Landlord shall have the opportunity option (i) to participaterepair the damaged Premises and any other damaged parts of the Building or Project reasonably necessary to Tenant's use and quiet enjoyment of the Premises to substantially the same condition as immediately prior to such fire or other casualty, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails or (ii) to terminate this Lease by so notifying Tenant within sixty (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9060) days after the loss or date of such damage, Lender such termination to be effective as of the date of the fire or other casualty causing the damage. The Rent required to be paid hereunder shall have be abated in proportion to the right to settle portion of the Premises, if any, which is rendered untenantable by fire or other casualty hereunder until repairs specified in clause (i) of the preceding sentence are completed. Other than such rental abatement, no damages, compensation or claims shall be payable by Landlord for loss of the use of the whole or any part of the Premises, Tenant's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and adjust such claim at Borrower’s cost and without Borrower’s consentreconstruction. Notwithstanding the foregoing, Landlord shall not be required to repair or replace any loss furniture, furnishings, or damage, Borrower shall continue other personal property that Tenant may be entitled to pay remove from the Indebtedness at Premises or any alterations to the time Premises constructed and installed by or for Tenant pursuant to Section 6.01 hereof or any installations in the manner provided for its payment in the Note and in this Agreementexcess of Building Standard.

Casualty. If Upon the Property (occurrence of any casualty loss, damage or any part thereof) destruction material to the operation of the Station or the Sale Assets prior to the Closing, Seller shall sustain a loss or damage, Borrower shall promptly give prompt Buyer written notice setting forth in detail the extent of such loss loss, damage or damage to Lender destruction and the cause thereof if known. Seller shall cause Mortgage Borrower use its reasonable efforts to promptly commence and thereafter to diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower proceed to pay all costs of Restoration (includingrepair or replace any such lost, without limitation, any applicable deductibles under the insurance policies) whether damaged or not such costs are covered by the Net Insurance Proceedsdestroyed property. In the event that such repair or replacement is not fully completed prior to the Closing Date, Buyer may elect at its sole option to postpone the Closing until Seller's repairs have been fully completed if such event shall occur within sixty (60) days or to consummate the transactions contemplated hereby on the Closing Date, in which event Seller shall assign to Buyer the portion of a loss the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs incurred by Seller to collect such amounts), if any, not previously expended by Seller to repair or damage where replace the loss does not exceed damaged or destroyed property (such assignment of proceeds to take place regardless of whether the Insurance Threshold, Borrower may (parties close on the scheduled or may cause Mortgage Borrower todeferred Closing Date) settle and adjust such claim so long as no Event of Default Buyer shall accept the damaged Sale Assets in their damaged condition provided that Seller has occurred and is continuing. Any such adjustment must be carried out satisfied its insurance obligations in a commercially reasonable and timely mannerSECTION 5.1(a) hereof. In the event of a loss or damage where Seller is unable to complete the loss exceeds the Insurance Threshold or if an Event of Default then existsrepairs within sixty (60) days, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender Buyer shall have the opportunity option to participateterminate this Agreement. In the event the loss, at Borrower’s costdamage or destruction causes or will cause the Station to be off the air for more than seven (7) consecutive days or fifteen (15) total days during a one month period, whether or not consecutive, then Buyer may elect either (i) to consummate the transactions contemplated hereby on the Closing Date, in any which event Seller shall assign to Buyer the portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs, incurred by Seller to collect such adjustment; provided, howeveramounts), if Borrower fails any, not previously expended by Seller to repair or replace the damaged or destroyed property, and Buyer shall accept the damaged Sale Assets in their damaged condition, or (and fails ii) to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in terminate this Agreement.

Casualty. (a) If the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration Assets of the Property Company are damaged or destroyed by casualty loss after the date of this Agreement and prior to the Closing (each such event, a “Casualty Loss”), and the cost of restoring, repairing or replacing such damaged or destroyed Assets to a condition reasonably comparable to their prior condition not taking into account insurance (such amount with respect to any Assets as determined by an independent qualified firm reasonably acceptable to Purchaser and Seller, the “Restoration Cost”) is greater than $3,200,000 but does not exceed $32,000,000, Seller may elect to (i) reduce the amount of the Closing Purchase Price by the Restoration Cost, less the amount of any insurance proceeds actually received by the Company for such restoration, or (ii) restore, repair or replace the assets or properties relating to such Casualty Loss to a condition reasonably comparable to their prior condition, in each case by notice to Purchaser. If Seller elects to reduce the Closing Purchase Price pursuant to clause (i) above, such Casualty Loss shall not affect the Closing. If Seller elects to restore, repair or replace the assets or properties pursuant to clause (ii) above, then Seller will complete or cause to be completed, using commercially reasonable efforts, the repair, replacement or restoration of the damaged assets or property in accordance with Good Industry Practice prior to the applicable terms Closing and conditions the Closing Date shall be postponed for the amount of time reasonably necessary to complete the restoration, repair or replacement of such property or assets as reasonably agreed among Purchaser and Seller (provided that such postponement shall not extend beyond the date that is five (5) Business Days prior to the Termination Date and such postponement shall not affect Purchaser’s rights to terminate this Agreement pursuant to Section 12.01(b) or Section 12.01(c)). If Seller does not make any such election by the earlier of forty-five (45) days after the date of such Casualty Loss and the date that is ten (10) Business Days prior to the Termination Date, Purchaser may elect to (x) terminate this Agreement pursuant to Section 12.01(b)(iii) within ten (10) Business Days after the end of such time period by written notice to Seller or (y) reduce the amount of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered Closing Purchase Price by the Net Insurance ProceedsRestoration Cost, less the amount of any insurance proceeds actually received by the Company for such restoration. If the Restoration Cost is in excess of $32,000,000 then Seller or Purchaser may, by notice to the other Party, terminate the Agreement pursuant to Section 12.01(b)(iii). If the Restoration Cost is $3,200,000 or less, (1) neither Purchaser nor Seller shall have the right or option to terminate this Agreement pursuant to Section 12.01(b)(iii) and (2) there shall be no reduction in the amount of the Closing Purchase Price. In the event of a loss Casualty Loss, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to collect amounts due (if any) under available insurance arrangements in respect of any such Casualty Loss and shall cause any such insurance proceeds to be contributed or damage where assigned to the loss Company that has suffered such Casualty Loss (provided that in the event the Closing Purchase Price is reduced due to such Casualty Loss, and such Purchase Price reduction does not exceed take into account such insurance proceeds, or Seller elects to restore, repair or replace the Insurance Threshold, Borrower may assets or properties pursuant to clause (or may cause Mortgage Borrower toii) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default above then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails insurance proceeds that are received by the Company following the Closing shall be promptly remitted to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementSeller).

Casualty. If The Sellers shall, upon becoming aware thereof, deliver prompt written notice to the Purchaser of any damage or destruction with respect to the Property (exclusive of immaterial damages to be repaired prior to Closing or any part thereof) shall sustain that is the responsibility of a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance ProceedsTenant). In the event of any immaterial damage or destruction to the Property or any portion thereof, the Sellers and the Purchaser shall proceed to close under this Agreement, and the Purchaser will receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due to the applicable Seller or Sellers as a loss result of such damage or damage where destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and the loss does Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies (not to exceed the Insurance Thresholdreasonable cost of repairing such casualty). For purposes of this Agreement, Borrower may (the term “immaterial damage or may cause Mortgage Borrower to) settle and adjust destruction” shall mean such claim so long as no Event instances of Default has occurred and is continuing. Any such adjustment must damage or destruction which can be carried out in repaired or restored at a commercially reasonable and timely mannercost equal to or less than [****] of the Purchase Price. In the event of a loss any material damage or destruction with respect to the Property (being damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only destruction which is not deemed immaterial in accordance with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have preceding paragraph), the opportunity to participatePurchaser may, at Borrower’s costits option, in any such adjustment; provided, however, if Borrower fails by written notice to the Sellers given within fifteen (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9015) days after the loss Purchaser is notified in writing by the Sellers of such damage or damagedestruction (with the Closing being extended as necessary to provide the Purchaser the above-allowed time in which to respond), Lender (i) terminate this Agreement, whereupon the Escrow Agent shall promptly return the Xxxxxxx Money to the Purchaser, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in termination of this Agreement, or (ii) proceed to close under this Agreement, receive any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due the applicable Seller or Sellers as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and the Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If the Purchaser fails to deliver to the Sellers written notice of its election within the period set forth above, the Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence.

Casualty. If the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event that, between the date hereof and the applicable Closing, there shall occur any material damage, theft or similar loss with respect to any Acquired Assets, (a) the Sellers shall promptly give notice to the Purchaser thereof, including the Sellers’ estimate of a loss or damage where the loss does not exceed amount of casualty insurance (if any) payable in respect thereof, (b) at the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender Purchaser’s request (which consent request may be made prior to or after the applicable Closing), the Sellers and their Affiliates shall (i) use all Reasonable Efforts to promptly collect any amounts due (subject to applicable deductibles) under any relevant insurance policies in connection therewith and (ii) remit such amounts to the Purchaser on the applicable Closing Date or (if collected after the applicable Closing Date) promptly following receipt thereof and (c) to the extent that any such damage, theft or similar loss is not be unreasonably withheld or delayed) and Lender shall have the opportunity to participatefully covered by insurance, at Borrowerthe Purchaser’s costrequest prior to the applicable Closing, the Sellers shall either, at their election, (i) promptly repair or replace the relevant Acquired Assets with assets that are substantially comparable at the Sellers’ sole cost and expense or (ii) reimburse the Purchaser for the fair market value of such damage, theft or loss on the applicable Closing Date, which reimbursement may be set­off against the Purchase Price in the case of the Initial Closing Date. Notwithstanding anything in the foregoing to the contrary, the Sellers may elect to not seek recovery under its insurance policies for any such adjustment; provideddamage, howevertheft or loss, and, if Borrower fails to the Sellers so elect, the Sellers shall either (i) promptly repair or replace the relevant Acquired Assets with assets that are substantially comparable at the Sellers’ sole cost and fails to cause Mortgage Borrowerexpense or (ii) settle and adjust reimburse the Purchaser for the fair market value of such claim within ninety (90) days after the loss or damage, Lender shall have theft or loss on the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damageapplicable Closing Date, Borrower shall continue to pay which reimbursement may be set­off against the Indebtedness at the time and Purchase Price in the manner provided for its payment in case of the Note and in this AgreementInitial Closing Date.

Casualty. SELLER assumes all risks and liability for damage to or injury occurring to the Premises by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property (Premises, or any part portion thereof, suffers any Material Damage (as hereinafter defined) prior to Closing from fire or other casualty, then BUYER may either (i) terminate this Agreement by delivering written notice to SELLER of such termination within ten (10) business days after SELLER notifies BUYER of the casualty, in which event, notwithstanding any provision herein to the contrary, the Deposit paid by BUYER, including any portions thereof previously released or paid to SELLER, shall sustain a loss be returned to the BUYER, this Agreement shall be terminated and have no further force or effect, or (ii) consummate the Closing, in which latter event SELLER shall deliver or assign to BUYER, at Closing, any and all insurance proceeds recovered or recoverable on account of such damage plus the amount of any deductible (including proceeds allocated on account of any Material Damage), net of any costs incurred by SELLER in restoring the Premises, or assign to BUYER, at Closing, all of SELLER's right, title and interest in any claim to proceeds of any insurance covering such damage, Borrower shall give prompt . If BUYER fails to timely deliver to SELLER written notice of such loss termination of this Agreement as described in (i) above, or damage if the casualty has not resulted in Material Damage, then BUYER shall be deemed to Lender and shall cause Mortgage Borrower have elected to promptly commence and diligently prosecute the completion of the Restoration of the Property proceed in accordance with (ii) above (whereupon SELLER shall deliver or assign to BUYER any and all insurance proceeds recovered or recoverable on account of such damage plus the applicable terms and conditions amount of any deductible). For the Mortgage Loan Agreement. Borrower purposes of this Section 25(b), the term "Material Damage" shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under mean damage for which the insurance policies) whether restoration cost is $100,000 or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreementmore.

Casualty. Prior to the Closing Date, and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this Section 14.1. Until the Closing has occurred, Seller shall keep all insurance policies in effect. If, prior to the Closing Date, any part of the Property is damaged or destroyed by fire or other casualty, Seller shall immediately notify Purchaser of such fact. If such damage or destruction is material (as defined below), Purchaser shall have the option to terminate this Agreement upon written notice to Seller given not later than thirty (30) days after receipt of Seller’s notice whereupon the Exxxxxx Money Deposit shall be refunded to Purchaser. For purposes hereof “material” shall be deemed to be any uninsured damage or destruction to the Property (or any part thereof) shall sustain except that a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent casualty shall not be unreasonably withheld deemed uninsured solely because all, or delayeda portion of, the cost of the casualty is subject to a deductible) and Lender shall have or any insured damage or destruction (i) where the opportunity to participate, at Borrower’s costcost of repair or replacement is estimated, in any such adjustment; providedPurchaser’s good faith judgment, howeverto be Two Hundred Fifty Thousand Dollars ($250,000.00) or more, if Borrower fails or (ii) where the repair or replacement is estimated, in Purchaser’s good faith judgment, to (and fails to cause Mortgage Borrower) settle and adjust such claim within require more than ninety (90) days after to repair, (iii) if the loss Tenant under the Lease has terminated or damagehas the right to terminate its Lease by reason of such casualty, Lender or (iv) if the Tenant under the Lease has the right to axxxx Rent and rent insurance proceeds are not assignable by Seller to Purchaser to fully cover such period of abatement. If Purchaser does not exercise this option to terminate this Agreement, or if the casualty is not material, neither party shall have the right to settle terminate this Agreement, and adjust such claim at Borrower’s cost the parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement and without Borrowerany reduction in the Purchase Price but, Seller, at Closing, shall assign to Purchaser (and obtain the consent of the insurance carrier to such assignment), and Purchaser shall be entitled to receive and keep, all insurance proceeds payable with respect to such casualty (which shall then be repaired or not at Purchaser’s consent. Notwithstanding option and cost), plus Seller shall pay over to Purchaser the sum of (x) all casualty insurance proceeds previously paid to Seller with respect to such casualty (other than amounts expended by Seller for emergency repairs or for repairs which are approved in writing by Purchaser), (y) an amount equal to the deductible amount with respect to the insurance (provided that if the balance of the casualty loss is less than the deductible, then only the amount of the loss shall be paid to Purchaser), and (z) an amount equal to all or any portion of an uninsured loss or damagethe amount of insurance proceeds which are not assignable from Seller to Purchaser, Borrower other than the deductible. In such event, Seller shall continue not be obligated to pay repair or restore the Indebtedness at Property. If Purchaser does not elect to terminate this Agreement by reason of any casualty, Purchaser shall have the time right to participate in any adjustment of the insurance claim and, in such event, Purchaser and Seller shall cooperate each with the other in the manner provided for its payment in the Note and in this Agreementgood faith.

Casualty. If the Property (Improvements, or any part thereof) shall sustain , suffers any damage or causes a loss in rent payable equal to or in excess of $1,000,000.00 per individual Property, as determined by Purchaser in its reasonable discretion or there is an uninsured loss at a Property in excess of $1,000,000.00 (a “Damaged Property”), prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing, by written notice to Seller, elect to either (a) terminate this Agreement with respect to the Damaged Property and promptly receive a refund of a percentage of the Xxxxxxx Money equal to the quotient (expressed as a percentage) of the Allocated Purchase Price of such terminated Damaged Property divided by the total Purchase Price, and neither party shall have any further rights or obligations hereunder with respect to the sale and purchase of the Damaged Property except for the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage with respect to the Damaged Property shall be assigned to Purchaser at the Closing and there shall be no reduction in the Purchase Price (except, however, Purchaser shall receive at Closing a credit equal to Seller’s deductible with respect to the Damaged Property). If there are two or more Damaged Properties and provided Purchaser has not elected to terminate the Agreement with respect to more than one Property, either Purchaser or Seller may terminate the Agreement in its entirety, the Xxxxxxx Money shall be returned to Purchaser and Purchaser and Seller shall have no further rights or obligations under this Agreement except for the Surviving Obligations. If the Improvements, or any part thereof, suffers any damage and loss in rent payable less than the $1,000,000.00 threshold and there is no uninsured loss less than $1,000,000.00 for which Seller does not agree to be responsible, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, Borrower and there shall give prompt notice be no reduction in the Purchase Price (except, however, Purchaser shall receive at Closing a credit equal to Seller’s deductible with respect to the damaged Property and the amount of such any uninsured loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (includingless than $1,000,000.00, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceedsif any). In the event Purchaser terminates this Agreement with respect to a Damaged Property, the Purchase Price shall be reduced by the amount allocated to the Damaged Property in Section 2.1 and set forth on Exhibit “N” attached hereto on the Effective Date, and the parties’ rights and obligations hereunder shall remain and continue with respect to the sale and purchase of a loss the remainder of the Property. Seller shall provide written notice to Purchaser of any fire or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness casualty at the time and in the manner provided for its payment in the Note and in this AgreementProperty within ten (10) business days of such fire of casualty.

Casualty. If In the event that the Property (or any part thereof, shall be damaged or destroyed by fire or any other casualty (“Casualty”) shall sustain a loss or damageprior to the Closing Date, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of Closing on the Property in accordance with the applicable terms shall occur, and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender Seller shall have the opportunity no liability whatsoever on account thereof and Seller shall be entitled to participate, at Borrower’s cost, in retain any such adjustmentand all insurance monies and claims received and/or accrued to Seller on account thereof; provided, however, if Borrower fails any Casualty is of a nature that it causes a Material Casualty Loss to the land portion the Sale Property, and Seller is unable or unwilling to restore the land to substantially the condition that exists prior to such Casualty, then Purchaser may (a) terminate this Agreement, or (b) complete the transactions contemplated by this Agreement notwithstanding such Casualty and fails without any offset of the Purchase Price. If Purchaser elects to cause Mortgage Borrower) settle and adjust complete the transactions contemplated hereby, Purchaser shall accept the Property in the condition in which it is left following such claim within ninety (90) days after Casualty. Subject to the rights of any of Seller’s lenders, in the event that insurance proceeds are payable in connection with losses suffered to the land portion of the Sale Property by a Casualty, then a portion of such proceeds, in an amount up to the loss or damagedetriment suffered to land of the Sale Property, Lender shall be (i) credited to Purchaser at the Closing to the extent actually received by Seller prior thereto, or (ii) paid to Purchaser after the Closing to the extent actually received by Seller thereafter, but in each case, only with respect to the land of the Sale Property, and not any Retained Lots or Improvements on the Sale Property. To the extent that insurance proceeds paid with respect to such Casualty pertain to losses and damage suffered to the land of the Sale Property, Improvements on the Sale Property, and/or the Retained Lots, then the proceeds shall be allocated on a proportionate basis in the same ratio of proceeds received as compared to the total losses suffered to Seller’s Overall Property. If Purchaser elects to terminate this Agreement, then upon written notice to Seller and without further action of the parties, this Agreement shall be terminated, the Initial Non-Refundable Portion shall be delivered to Seller together with the Initial Adjournment Deposit and Second Adjournment Deposit, if any, and the balance of the Deposit shall be returned to Purchaser, and no party shall have any further rights or obligations under this Agreement except for the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementSurviving Obligations.

Casualty. If the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event that the Demised Premises or any portion thereof should be damaged or destroyed by fire or other casualty to such an extent that Sublessee's use of a loss or damage where the loss does not exceed the Insurance ThresholdDemised Premises is substantially and adversely impaired, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participateAmerican, at Borrower’s costits option, in any may either terminate this Sublease or diligently proceed to cause the repair of the damage to the Demised Premises. If American elects to repair or rebuild, and if the Demised Premises are so damaged that Sublessee is unable to occupy the Demised Premises or a portion thereof during such adjustment; providedrepair or reconstruction, howeverthen the rental hereunder shall be appropriately abated until the Demised Premises can be occupied by Sublessee. American will notify Sublessee of American's decision as to whether to terminate this Sublease or repair the damage. Such notice from American shall specify American's estimated time period for completion of repairs, if Borrower fails American has chosen to repair the damage. If such estimated period for repairs is longer than nine (and fails 9) months, Sublessee may, at its option, by written notice to cause Mortgage Borrower) settle and adjust such claim within ninety American not later than thirty (9030) days after the loss American's notice, terminate this Sublease. American shall in no event be required to rebuild, repair or damagereplace any improvements, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss fixtures or damagepersonal property of Sublessee; provided however, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for event the Improvements, the Demised Premises or the Base Lease Premises are damaged or destroyed through the negligent or willful act or negligent or willful omission to act of Sublessee, its payment in officers, directors, employees, agents, customers, concessionaires, vendors, contractors or invitees, then Sublessee shall pay to American upon demand, the Note cost of repairing all such damage to Sublessee's improvements, fixtures and in this Agreementpersonal property.

Casualty. If the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice The risk of such loss or damage to Lender the Property by fire or other casualty until the Closing shall be the responsibility of the Seller. If the Property or any part thereof is damaged or destroyed as a result of such casualty, Seller shall immediately notify Purchaser. In the event of loss or damage to the Property or any portion thereof which is not “major” (as hereinafter defined), this Agreement shall remain in full force and effect provided Seller performs (or causes) any necessary repairs or, at Seller’s option, (i) Seller assigns to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty and income or rental interruption insurance policies or condemnation awards relating to the Property and (ii) to the extent not yet paid, Purchaser shall receive a credit against the Purchase Price of an amount equal to the deductible on Seller’s applicable casualty insurance policies. In the event that Seller elects to perform (or cause) repairs upon the Property, Seller shall use reasonable efforts to complete (or cause Mortgage Borrower completion of) such repairs promptly and the date of Closing shall be extended a reasonable time (not to promptly commence and diligently prosecute exceed thirty (30) days) in order to allow for the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceedsrepairs. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the “major” loss or damage, Lender Purchaser may terminate this Agreement within thirty (30) days after receipt of notice thereof. If Purchaser does not so elect to terminate, then Purchaser shall be deemed to have elected to proceed under this Agreement. If the right Purchaser elects to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any proceed with Closing notwithstanding major loss or damage, Borrower then Seller shall continue (i) assign to pay Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies relating to the Indebtedness at premises in question and (ii) to the time and extent not yet paid, Purchaser shall receive a credit against the Purchase Price of an amount equal to the deductible on Seller’s applicable casualty insurance policies. For purposes of this Section 12(a), “major” loss or damage refers to loss or damage to any individual Property or any portion thereof such that the cost of repairing or restoring the Property to a condition substantially identical to that of the Property prior to the event of damage would be, in the manner provided for its payment in opinion of an architect selected by Seller and approved by Purchaser, equal to or greater than Three Hundred Fifty Thousand Dollars ($350,000.00). Upon Closing, full risk of loss with respect to the Note and in this AgreementProperty shall pass to Purchaser.

Casualty. If Upon the Property (occurrence of any casualty loss, damage or any part thereof) destruction material to the operation of the Stations prior to the Closing, Seller shall sustain a loss or damage, Borrower shall promptly give prompt Buyer written notice setting forth in detail the extent of such loss loss, damage or damage to Lender destruction and the cause thereof if known. Seller shall cause Mortgage Borrower use its reasonable efforts to promptly commence and thereafter to diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower proceed to pay all costs of Restoration (includingrepair or replace any such lost, without limitation, any applicable deductibles under the insurance policies) whether damaged or not such costs are covered by the Net Insurance Proceedsdestroyed property. In the event that such repair or replacement is not fully completed prior to the Closing Date, Buyer may elect to postpone the Closing until Seller's repairs have been fully completed or to consummate the transactions contemplated hereby on the Closing Date, in which event Seller shall assign to Buyer the portion of a loss the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs incurred by Seller to collect such amounts), if any, not previously expended by Seller to repair or damage where replace the loss does not exceed damaged or destroyed property (such assignment of proceeds to take place regardless of whether the Insurance Threshold, Borrower may (parties close on the scheduled or may cause Mortgage Borrower todeferred Closing Date) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out Buyer shall accept the damaged Sale Assets in a commercially reasonable and timely mannertheir damaged condition. In the event of a loss the loss, damage or damage where destruction causes or will cause the loss exceeds Stations to be off the Insurance Threshold air for more than seven (7) consecutive days or if an Event of Default fifteen (15) total days, whether or not consecutive, then exists, Borrower Buyer may elect either (and may cause or permit Mortgage Borrower toi) settle and adjust such claim only with to consummate the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have transactions contemplated hereby on the opportunity to participate, at Borrower’s costClosing Date, in any which event Seller shall assign to Buyer the portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs, incurred by Seller to collect such adjustment; provided, howeveramounts), if Borrower fails any, not previously expended by Seller to repair or replace the damaged or destroyed property, and Buyer shall accept the damaged Sale Assets in their damaged condition, or (and fails ii) to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in terminate this Agreement.

Casualty. If Seller shall maintain in full force and effect all insurance policies currently covering the Property (or any part thereof) until Closing, and shall sustain a loss or damagefurnish Buyer with copies of the same, Borrower shall give prompt notice if required by Buyer in writing. The risk of such loss or damage to Lender and the Property from fire, flood, windstorm, or other casualty, shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion be borne by Seller until delivery of the Restoration General Warranty Deed to Buyer, as contemplated herein. Risk of loss or damage to the Property after delivery of the Warranty Deed shall be borne by Buyer. If, before the date of Closing, the Property in accordance with is damaged by any such casualty, Buyer shall have the applicable terms and conditions of option either to terminate this Contract or to complete the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceedspurchase contemplated hereunder. In the event Buyer elects to terminate this Contract due to casualty as defined in this Section, Buyer shall be entitled to the return of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle all Xxxxxxx Money and adjust such claim so long as no Event Buyer and Seller shall be relieved and discharged of Default has occurred and is continuingfurther obligations hereunder. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; providedIf, however, Buyer elects to complete the transaction, there shall be no reduction in the Purchase Price, and, if Borrower fails such option is available through Seller's insurance carrier, Buyer shall be entitled to (negotiate for and fails receive from any insurance carrier or responsible party all insurance proceeds or damages attributable to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the casualty, including rent loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consentinsurance. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at At the time of such loss, Seller shall execute and deliver to Buyer all instruments for the assignment and collection of such insurance proceeds and claims for damages. If the policy of insurance requires the building to be reconstructed or restored, there shall be no reduction in the manner purchase price; provided that if the restoration or reconstruction costs are less than the proceeds payable under the policy, the purchase price shall be reduced only by the difference between the proceeds payable pursuant to the policy and the cost of reconstruction or restoration. If reconstruction or restoration shall be required, it shall be performed to the plans and specifications of Buyer, except that if Buyer's plans and specifications require an expenditure of money in excess of the proceeds of the insurance policy, Buyer shall be responsible for its payment in the Note and in this Agreementexcess cost.

Casualty. If a Site is damaged or destroyed by fire or other casualty event (“Casualty”) first occurring after the Effective Date but prior to the Closing of such Site, Seller will provide written notice to Buyer of such Casualty promptly following Seller’s receipt of actual knowledge of such Casualty. If the Property Site is “materially damaged or destroyed” (as defined below) by such Casualty, Buyer may designate such Site as a Supplemental Excluded Site by written notice given to Seller within ten (10) Business Days after Buyer receives notice of the occurrence of such Casualty, and it will be excluded from the transaction as provided in Section 1.6 above. If the Site is not deemed “materially damaged or destroyed,” or if it is but the Site is not timely designated as a Supplemental Excluded Site by Buyer, then Buyer will remain bound to purchase the Site for the full Allocated Purchase Price pursuant (and subject) to the terms of this Agreement, without regard to the occurrence or effects of the Casualty; provided that (a) if one or more of the Tenants is responsible under its applicable Lease for insuring all or any part thereofportion of the Site suffering the Casualty, then at the Closing for such Site Seller will assign to Buyer Seller’s interest in the property insurance proceeds payable to Seller (if any) under each such Tenant’s insurance for the restoration of the physical damage to such Site, and/or (b) if Seller is responsible under one or more of the applicable Leases for insuring the Site suffering the Casualty, then at the Closing for such Site Seller will provide Buyer with a credit against the Purchase Price equal to the amount of any property insurance proceeds that would be payable to Seller under Seller’s insurance for the repair of the physical damage to such Site, plus any deductible amount applicable thereto, net of any costs and expenses reasonably incurred by Seller prior to Closing in connection with the Casualty. For purposes of this Section, a Site that is subject to a Casualty shall sustain be deemed “materially damaged or destroyed” only if (i) the Landlord is responsible under one or more of the applicable Leases for insuring or restoring all or any portion of the Site damaged or destroyed by such Casualty, but (x) the insurance proceeds amount (including applicable deductible) that would be credited to Buyer as provided above for such Site is not reasonably sufficient to fund any repairs Buyer would be required to pay for or make to return such Site to a loss condition substantially as good as existed immediately prior to the Casualty, and (y) Seller does not agree (in Seller’s sole and absolute discretion) to pay or damagecredit Buyer for the anticipated shortfall as reasonably agreed by Seller and Buyer; (ii) any Major Tenant has the express right to axxxx rent under its applicable Lease, Borrower shall give prompt notice such abatement would continue beyond the scheduled Closing Date for such Site, and Seller does not agree (in Seller’s sole and absolute discretion) to pay or credit Buyer for the full amount of such loss post-Closing rental abatement; or damage (iii) any Major Tenant has the express right to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion terminate its applicable Lease as a result of the Restoration Casualty affecting such Site, unless waived in writing by such Major Tenant. Agreement of the Property in accordance with the applicable terms Purchase and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreement.SaleCMFT Portfolio 32

Casualty. If If, prior to the Property Closing Date, a material part (or any part thereofas defined in this Section 16.2) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property is destroyed or damaged by fire or other casualty (a “Damaged Property”), Seller shall promptly notify Buyer of such fact and Buyer, at its option, may terminate the Agreement by giving notice to Seller not later than ten (10) Business Days after receipt of Seller’s notice. For the purposes hereof, a “material part” of the Property shall mean any portion of the Property where the amount required to repair or restore the destruction or damage caused by fire or other casualty is reasonably estimated by Buyer and Seller to be more than two and one-half percent (2.5%) of the Purchase Price, or if any Tenant occupying more than 3,000 square feet terminates its Lease at the Property as a result of the fire or other casualty. Provided, if any Tenant terminates its lease as a result of a casualty, the Purchase Price shall be reduced using the formula for calculation of an Earnout Payment and the terminated lease shall become an Earnout Space. If Buyer does not elect to terminate this Agreement as aforesaid, or if there is damage to or destruction of an “immaterial part” (i.e., anything other than a material part) of the Property by fire or other casualty, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer (without recourse) on the Closing Date the rights of Seller to any portion of the proceeds that has not been used by Seller to repair such casualty under Seller’s insurance policies, if any, covering the Property with respect to such damage or destruction, and Buyer shall be entitled to receive and keep any such monies received from such insurance policies (and shall be entitled to applicable deductibles, if any). In furtherance hereof, in the event an “immaterial part” of the Property is damaged after the date hereof, Seller shall, in accordance with sound management practice, repair such damage and Buyer shall, on the applicable terms and conditions Closing Date, reimburse to Seller the cost thereof, less any amount of the Mortgage Loan Agreementinsurance proceeds received by Seller (but not paid to Buyer) in connection therewith. Borrower Seller shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, not enter into any applicable deductibles under settlement with the insurance policies) whether or not such costs are covered by carrier without the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (Buyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Seller shall not modify, terminate or otherwise permit any of Seller’s existing insurance policies to lapse or terminate prior to the Closing Date. If any damage or destruction which occurs prior to the Closing Date is not covered by Seller’s insurance, then Buyer’s sole remedy shall be to either (a) close and Lender shall have receive a credit against the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and Purchase Price in the manner provided for its payment amount of such damage or destruction, or (b) terminate this Agreement in the Note and in this Agreementaccordance with Section 16.3 hereof.

Casualty. If In the Property (or event of any part thereof) shall sustain a loss or loss, damage, Borrower or destruction to the assets or properties of the Company resulting in losses of $25,000 or greater, after the date of this Agreement and prior to the Closing, whether by fire, theft, vandalism, terrorism, flood, earthquake, force majeure or other cause or casualty (a “Casualty”), the Company shall give prompt notice promptly notify the Purchaser of the occurrence thereof. Upon receipt of such loss or damage notice, the Purchaser shall have the right to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property terminate this Agreement in accordance with the applicable terms and conditions provisions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance ProceedsSection 9.1(a)(iv). In the event of a loss or damage where such Casualty, if the loss does Purchaser chooses not exceed to terminate the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participateAgreement, at Borrower’s costthe option of the Stockholders’ Representative, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender Stockholders shall have the right to settle (a) cause the Company to repair and adjust restore the loss, damage or destruction before the Closing, in which event (i) the Stockholders shall cause the Company to restore such claim assets or properties to substantially the condition in which they existed immediately prior to the Casualty, (ii) the Stockholders shall be entitled, but not obligated, to postpone the Closing for up to 30 Business Days upon written notice of such postponement to the Purchaser, which notice shall specify a new date for the Closing, and (iii) if such repair and restoration work is not completed at Borrower’s the Closing, the Purchaser shall have the right to terminate this Agreement or proceed to the Closing, in which event the Estimated Purchase Price shall be reduced by the amount of the estimated cost of repair and restoration for such assets or properties, or (b) without repairing the Casualty, and without Borrower’s consentrecourse or warranty, cause the Company to pay the Purchaser the amount of the deductible (or the self-insured retainage) under the insurance policy of the Company covering such assets or properties, whereupon the Closing shall take place as if no Casualty had occurred and without any reduction in the Estimated Purchase Price. Notwithstanding any loss or damageother provision of this Agreement to the contrary, Borrower any amount withheld from the Purchaser Stock Consideration pursuant to this Section 5.13 shall continue not also be recoverable pursuant to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreement.Article X.

Casualty. If Prior to the Property (or any part thereof) shall sustain a loss or damageClosing, Borrower shall give prompt notice and notwithstanding the pendency -------- of such this Agreement, the entire risk of loss or damage by earthquake, flood, landslide, fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this Section 13.1. If, prior to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion Closing, any part of the Restoration Real Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Seller shall immediately notify Buyer of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) such fact whether or not such costs are covered by the Net Insurance Proceedsloss is material, and provide to Buyer all relevant insurance information. In the event of a loss If such damage or damage where the loss does not exceed the Insurance Thresholddestruction is "material", Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender Buyer shall have the opportunity option to participateterminate this Agreement upon notice to Seller given not later than ten (10) days after receipt of Seller's notice. For purposes of this Section 13.1, at Borrower’s cost"material" shall be deemed to be (i) any uninsured damage or destruction to the Property; (ii) any insured damage or destruction where the costs of repair or replacement is estimated to be Two Hundred Thousand Dollars ($200,000) or more or shall take more than sixty (60) days to repair, in or (iii) any such adjustmentinsured damage or destruction where the insurance proceeds available (plus deductible to be paid by Seller) is insufficient to repair the Property so as to return the Property to its condition prior to the occurrence of the damage or destruction; provided, however, if Borrower fails in the case of uninsured or underinsured damage or destruction, Seller may, at Seller's option elect to (repair such damage and fails destruction and keep this Agreement in full force and effect so long as such repair can be and is completed by Seller prior to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss scheduled Closing Date. If Buyer does not exercise this option to terminate this Agreement, or damagethe casualty is not material, Lender neither party shall have the right to settle terminate this Agreement, but Seller shall assign and adjust turn over to Buyer, and Buyer shall be entitled to receive and keep all insurance proceeds payable to it with respect to such claim at Borrower’s cost destruction plus Seller shall pay over to Buyer an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and reduction in the manner provided for its payment Purchase Price. If Buyer does not elect to terminate this Agreement by reason of any casualty, Buyer shall have the right to participate in any adjustment in the Note insurance claim. If Buyer does terminate this Agreement pursuant to this Section 13.1, this Agreement shall terminate, all rights and in this Agreementobligations hereunder of each party shall be at an end and the Title Company is hereby instructed to return promptly to the party which placed such items into Escrow all funds (including the Deposit together with interest accrued thereon to be promptly returned to Buyer) and documents which are held by the Title Company on the date of termination.

Casualty. If Risk of loss up to and including the Property (or any part thereof) Closing Date shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered be -------- borne by the Net Insurance ProceedsSeller. In the event of any immaterial damage or destruction to the Property or any portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing Seller's rights under insurance policies to 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 and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term "immaterial damage or destruction" -------------------------------- shall mean such instances of damage or destruction: (i) which can be repaired or restored at a cost of $500,000.00 or less; (ii) which can be restored and repaired within sixty (60) days from the date of such damage or destruction; (iii) which are not so extensive as to allow any Major Tenant to terminate its Lease on account of such damage or destruction; and (iv) in which Seller's rights under its rent loss insurance policy covering the Property are assignable to Purchaser and will continue pending restoration and repair of the damage or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely mannerdestruction. In the event of a loss any material damage or damage where destruction to the loss exceeds the Insurance Threshold Property or if an Event of Default then existsany portion thereof, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participatePurchaser may, at Borrower’s costits option, in any such adjustment; provided, however, if Borrower fails by notice to Seller given within the earlier of twenty (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9020) days after Purchaser is notified by Seller of such damage or destruction, or the loss Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or damagedestruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement, Lender whereupon Escrow Agent shall have immediately return the right Xxxxxxx Money to settle Purchaser, or (ii) proceed to close under this Agreement, receive (and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue Seller will assign to pay the Indebtedness Purchaser at the time Closing Seller's rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the manner provided for its payment preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the Note and in insurance proceeds from Seller's insurers. For purposes of this AgreementAgreement "material damage --------------- or destruction" shall mean all instances of damage or destruction that are not -------------- immaterial, as defined herein.

Casualty. If The risk of loss or damage or destruction to the Property (Premises by fire or other casualty is assumed by Seller until the Closing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any part thereof) shall sustain a such loss or damage. In the event of fire or other casualty, Borrower Seller shall give prompt notice have thirty (30) days to notify Purchaser whether it intends to rebuild the Premises, but if Seller shall fail to notify Purchaser of its election within such thirty (30) day period Seller shall be deemed to have elected not to rebuild. If Seller elects (or is deemed to have elected) not to repair or replace any such loss or damage to Lender the Premises then either Seller and/or Purchaser shall have the option of declaring this Contract terminated within thirty (30) days of Seller's election not to rebuild, in which event Seller or Purchaser (as the case may be) shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract and all rights of Purchaser hereunder and to the Premises shall cause Mortgage Borrower terminate and neither Seller nor Purchaser shall have any further claim against the other; provided that if neither party shall have elected to promptly commence and diligently prosecute the completion of the Restoration of the Property terminate this Contract as aforesaid then Purchaser shall close title in accordance with this Contract and pay in full the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (includingPurchase Price, without limitation, any applicable deductibles under the insurance policies) whether abatement thereof or not claim against Seller for such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies, if any, together with any payments under such policies made to Seller prior to the right Closing not expended to settle and adjust repair or replace such claim at Borrower’s cost and without Borrower’s consentloss, damage or destruction. Notwithstanding If Seller elects to repair or replace any such loss or damage, Borrower Seller shall continue be entitled to pay reasonable adjournments of the Indebtedness at Closing Date in which to perform the time and work, not exceeding one hundred twenty (120) days in the manner aggregate. If Seller elects to repair or replace any such loss or damage to the Premises and if such loss or damage is not repaired (substantial completion thereof) prior to the Closing Date, as adjourned by Seller pursuant to this Paragraph, Purchaser shall have the option (to be exercised within ten (10) days of Seller's notice thereof to Purchaser) of: (a) declaring this Contract terminated, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other or (b) closing title in accordance with this Contract and paying in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace such loss, damage or destruction; provided for its payment that if Purchaser shall have failed to timely make an election it shall be deemed to have chosen (b) above. Notwithstanding the foregoing, if the cost of the repairs and replacements is less than $25,000, as determined by an independent third party professional chosen by Seller and acting reasonably, Purchaser shall close title with a credit against the purchase price in such amount which shall not exceed $25,000 and Seller shall retain the Note and rights to the insurance proceeds, if any, in this Agreementrespect of such casualty. This Paragraph shall govern to the extent inconsistent with any applicable law.

Casualty. In the event that prior to the Closing Date the improvements on the Property are damaged by fire or other casualty, Seller shall promptly notify Purchaser. If the Property casualty is material (or any part thereofdefined below), Purchaser shall have the option either (a) shall sustain a loss or damage, Borrower shall give prompt to terminate this Agreement by notice given to Seller within 30 days after Purchaser receives the notice of the casualty, or (b) to close the purchase of such loss or Property by paying Seller the entire Purchase Price for the Property and to the extent the damage has not been repaired prior to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion Closing, receiving all of the Restoration Seller's rights with respect to recovery for such unrepaired damage caused by the fire or casualty under Seller's existing insurance policies (subject to the provisions of Seller's policy), together with a credit on the Purchase Price, for the amount of the Property in accordance with the deductible applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceedsinsurance. In the event of a loss or damage where Purchaser elects to terminate this Agreement, the loss does not exceed the Insurance ThresholdDeposit shall be returned to Purchaser and, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long except as no Event of Default has occurred and is continuing. Any such adjustment must be carried out otherwise expressly provided in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then existsthis Agreement, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender neither party shall have any further liability or obligation to the opportunity other. A material casualty is one that results in damage to participatethe improvements on the Property in excess of $1,000,000.00. If the casualty is not material and has not been completely repaired prior to the Closing, at Borrower’s costand the remaining costs of repair are fully covered by insurance (except for the deductible portion), in Purchaser may elect to either (x) extend the Closing until Seller shall have completed all repairs necessary to return such Property to its pre casualty condition; or (y) close on the scheduled Closing Date by paying Seller the entire Purchase Price for the Property and to the extent the damage has not been repaired prior to the Closing, receiving all of the Seller's rights with respect to recovery for such unrepaired damage caused by the fire or casualty under Seller's existing insurance policies (subject to the provisions of Seller's policy). To the extent assignable, Seller shall assign to Purchaser Seller's right to any such adjustmentproceeds available to Seller for loss of rents as the result of that casualty after the Closing; provided, however, if Borrower fails that Seller makes no representation or warranty that any proceeds shall be available to Purchaser for loss of rents with respect to periods after Closing. If necessary, Seller agrees to assign its rights in such insurance to Purchaser with respect to such casualty, subject to the provisions of Seller's policy. Seller shall be responsible for the payment of any such repairs made prior to the Closing and shall be entitled to the insurance proceeds applicable to those repairs. If the casualty is not material and is not fully covered (except for the deductible portion) by insurance of Seller and fails unless Seller is willing to cause Mortgage Borrowercomply with either (x) settle and adjust such claim within ninety or (90y) days after above, Purchaser may terminate this Agreement as Purchaser's sole remedy (in which event the loss or damage, Lender Deposit shall have the right be returned to settle and adjust such claim at Borrower’s cost and without Borrower’s consentPurchaser). Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in If Purchaser does not terminate this Agreement, Purchaser shall be responsible for any such repair costs that are not covered by insurance.

Casualty. If Except as otherwise provided in this Agreement, Seller assumes all risks for damage to or injury occurring to the Property (by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If before the Closing, the Property, or any part thereof, suffers any damage from fire or other casualty, Seller will notify Purchaser of such fact (the “Seller’s Casualty Notice”), and, if such damage is “Material” Purchaser may terminate this Agreement by notice to Seller given within ten (10) days following Seller’s Casualty Notice to Purchaser, in which case Purchaser shall sustain a loss be entitled to the return of the Deposit, and thereafter neither party shall have any rights or obligations under this Agreement, other than the Surviving Obligations. For purposes of this Section 6.2, damage shall be considered “Material” if it (A) in Seller’s reasonable estimate, will require in excess of $900,000 to repair and restore and Seller, at its sole option, does not elect to repair and restore the same prior to Closing, (B) causes access to or parking on the Property to be adversely affected, (C) results in the Property violating any laws or failing to comply with zoning regulations or any covenants, conditions or restrictions affecting the Property, or (D) entitles any tenant to terminate their Lease or xxxxx rent for more than sixty (60) days. If neither party terminates this Agreement, it shall remain in full force and effect, Purchaser agrees that it will consummate the Closing and accept the assignment of Seller’s right, title and interest in and to the net proceeds (or rights under the policy) of any insurance covering such damage, Borrower shall give prompt notice including any rent loss insurance for the period after the Closing (less an amount equal to any expenses and costs incurred by Seller to collect or adjust such insurance or to secure the Improvements or initiate repairs or restoration of the Property, and any portion of such loss proceeds paid or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion be paid on account of the Restoration loss of rents or other income from the Property in accordance with for the applicable terms period prior to and conditions including the Closing Date shall be payable to Seller (collectively, “Seller Expenses”), to the extent the amount of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss net proceeds does not exceed the Insurance ThresholdPurchase Price, Borrower may plus an amount equal to Seller’s deductible under its insurance policy applicable to such casualty, plus the amount of any uninsured loss and there shall be no other reduction in the Purchase Price or obligation of Seller to complete restoration. If prior to the Closing, the Property, or any part thereof, suffers any damage which is not Material, Purchaser agrees that it will consummate the Closing and accept the assignment of the net proceeds (or may cause Mortgage Borrower torights under the policy) settle and adjust of any insurance covering such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In damage, including any rent loss insurance for the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days period after the Closing (less Seller Expenses), to the extent the amount of such net proceeds does not exceed the Purchase Price, plus an amount equal to Seller’s deductible under its insurance policy applicable to such casualty, plus the amount of any uninsured loss or damage, Lender and there shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and be no other reduction in the manner provided for its payment in Purchase Price or obligation of Seller to complete restoration. Seller agrees that from and after the Note date hereof and in this Agreementuntil the Closing Seller shall carry all insurance coverage which it presently carries on the Property. Seller’s existing liability and property insurance pertaining to the Property shall be canceled as of the Closing Date, and Seller shall be entitled to receive any premium refund due thereon.

Casualty. If If, prior to Closing, a casualty which is less than a Major Casualty (as hereinafter defined) occurs, the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration portion of the Property so damaged shall be repaired or rebuilt as speedily as practical under the circumstances, by and at the expense of the Landlord, and during the period required for such repair or restoration, the expiration of the Inspection Period, the Closing Date, and all other significant deadlines hereunder (other than the deadline for Seller’s Board approval of this transaction pursuant to Section 22.00) shall be tolled based on the number of days necessary for the Property to be repaired or restored. If prior to Closing all or any material part of the Property or Parking Spaces is damaged or destroyed or material interference with access to the Property occurs (a “Major Casualty”), then Purchaser, by written notice to Seller given within ten (10) Business Days of the date of the Major Casualty, or if earlier, the Date of Closing, may elect to terminate this Agreement, whereupon the Xxxxxxx Money shall be refunded promptly to Purchaser, and this Agreement shall be terminated except for Purchaser’s Indemnity Obligations and other provisions of this Agreement which by their terms are to survive a termination of this Agreement. If Purchaser does not elect to terminate this Agreement following a Major Casualty within ten (10) Business Days from and after the date of the casualty, or if earlier, the Date of Closing, then this Agreement shall remain in accordance full force and effect and the conveyance of the Property contemplated herein shall be effected and Seller shall assign to Purchaser at Closing the insurance proceeds to be received by Seller arising from such casualty, and pay to Purchaser the amount of any deductible under applicable insurance policies or the amount of such Major Casualty which Seller self insures (as applicable), with no further adjustments between the parties. For purposes of this Section 12.00, a “material part” shall mean (i) with respect to the Property, a casualty loss, the replacement value of which is ONE MILLION and NO/100 DOLLARS ($1,000,000.00) or more; or (ii) a casualty loss that gives a right of termination to any tenant or tenants of the Improvements leasing ten thousand (10,000) rentable square feet or more in the aggregate in the Improvements; or (iii) with respect to the Parking Spaces, a casualty loss of fifty (50) or more spaces, and alternative parking located within three hundred (300) feet of the Improvements is not provided by Seller, or (iv) with respect to access, any denial of access to the Improvements which would be a violation of any tenant leases or would interfere with the applicable terms and conditions operation of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs Improvements for their intended purpose or which would preclude the use of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementOther Property Interests.

Casualty. If the Property Premises or the Building is damaged or destroyed by fire or other casualty covered by insurance, then (or any part thereofunless this Lease is terminated as hereinafter provided) this Lease shall sustain a loss or damagecontinue in full force and effect and Landlord shall proceed, Borrower shall give prompt notice after adjustment of such loss loss, to repair or damage restore the Premises to Lender and shall cause Mortgage Borrower the condition which Landlord furnished to promptly commence and diligently prosecute Tenant upon the completion commencement of the Restoration Term. Landlord shall be under no obligation to restore any Alterations to the Premises made by Tenant unless the same is covered by Landlord's insurance, but nothing herein shall be construed to require Landlord to insure such property. In no event shall Landlord be obligated to expend an amount in excess of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower insurance proceeds available to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether Landlord for such repair or not such costs are covered by the Net Insurance Proceedsrestoration. In the event the Premises are repaired as provided herein, then Tenant shall repair and restore its furnishings, furniture, equipment and personal property to at least a condition equal to that prior to its damage. If the Premises or any part thereof shall be rendered untenantable by any destruction or damage, then a pro rata portion of a loss all rent based upon the number of square feet of area in the Premises which are untenantable shall be abated until the Premises or such part thereof shall have been put in tenantable condition. Notwithstanding the foregoing, if any destruction or damage where to the loss does Premises, Building or Project (whether or not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower toPremises are affected) settle and adjust such claim is so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s costextensive that Landlord, in any such adjustment; providedits reasonable discretion, howeverelects not to repair or restore the Premises, if Borrower fails Building or Project, or the proceeds of insurance are not sufficient or available to fully pay the cost of the repair or restoration, then Landlord may terminate this Lease effective as of the date of the damage by written notice to Tenant given within thirty (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9030) days after the loss or damage, Lender shall have the right to settle and adjust date of such claim at Borrower’s cost and without Borrower’s consentcasualty. Notwithstanding any loss provision to the contrary Landlord shall, within thirty (30) days after the date of any damage or destruction to the Premises or access thereto, advise Tenant in writing as to the reasonably estimated time within which the damage or destruction will be repaired or restored. If more than 40% of the square footage of the Premises has been rendered untenantable and if Landlord reasonably estimates that such damage or destruction cannot be repaired within one hundred eighty (180) days from the date of the damage, Borrower shall continue then Tenant may, by written notice to pay Landlord within fifteen (15) days after the Indebtedness at receipt of Landlord's notice estimating a time for restoration, elect to terminate this Lease. The provisions of this Paragraph are subject to the time and in the manner provided for its payment in the Note and in this Agreementrights of Landlord's mortgagees, if any.

Casualty. If prior to Closing, any Hotel is damaged or destroyed by fire or other casualty, the applicable Seller shall promptly, but in any event within five (5) Business Days, notify Buyer of the same (the “Casualty Notice”). If the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice cost of such loss or restoring the damage to Lender such Hotel is less than the greater of (i) one million dollars ($1,000,000) and shall cause Mortgage Borrower to promptly commence (ii) seven and diligently prosecute the completion one half percent (7.5%) of the Restoration Allocated Purchase Price of the Property in accordance with affected Hotel (as mutually determined by the applicable Seller and Buyer, acting reasonably), the applicable Seller shall so notify Buyer pursuant to the Casualty Notice and this Agreement will remain in full force and effect, but at Closing the Purchase Price shall be reduced by an amount equal to (x) the cost of restoring the damage to the affected Hotel less (y) the insurance proceeds unconditionally payable (but not yet paid) that are assigned by the applicable Seller to Buyer at Closing. If the cost of restoring the damage to such Hotel is more than the greater of (i) one million dollars ($1,000,000) and (ii) seven and one half percent (7.5%) of the Allocated Purchase Price of the affected Hotel (as mutually determined by the applicable Seller and Buyer, acting reasonably), Buyer may elect within ten (10) Business Days of its receipt of the Casualty Notice, (and the Closing Date shall, if necessary, be extended to give Buyer the benefit of the entire ten (10) Business Day period), either (i) to terminate this Agreement as to the affected Hotel only, in which event the Purchase Price shall be reduced by the Allocated Purchase Price of the affected Hotel and Buyer shall proceed to Closing on the remaining Hotels, subject to the other terms and conditions of this Agreement, or (ii) to consummate the Mortgage Loan Agreementtransactions contemplated hereby, notwithstanding such casualty, but at Closing the Purchase Price shall be reduced by an amount equal to (x) the cost of restoring the damage to the affected Hotel less (y) the insurance proceeds unconditionally payable (but not yet paid) that are assigned by the applicable Seller to Buyer at Closing. Borrower shall cause Mortgage Borrower If prior to pay all costs of Restoration (including, without limitationClosing, any applicable deductibles under the insurance policies) whether Hotel is damaged or not such costs are covered destroyed by the Net Insurance Proceeds. In the event of a loss fire or damage where the loss other casualty and Buyer does not exceed terminate this Agreement as to the Insurance Threshold, Borrower may affected Hotel (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event regardless of Default whether Buyer has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim so terminate), at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damageClosing, Borrower Seller shall continue assign all insurance proceeds unconditionally payable (but not yet paid) to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementBuyer.

Casualty. If any portion of the improvements at a Property shall be damaged or destroyed by fire or any other casualty and either (i) no Major Tenant is entitled to terminate its Lease under the terms of its Lease as a result of such casualty, or (ii) a Major Tenant has waived its termination right, then this Agreement shall remain in full force and effect, and at the Closing (x) Buyer shall be entitled to any and all insurance proceeds, monies and claims received by and/or accrued to the applicable Seller on account of such casualty (less such sums, if any, as shall have been actually and reasonably expended by such Seller in connection with the repair or restoration of such casualty or the prosecution of such claim (the "Reimbursable Amounts")) and (y) Buyer shall receive a credit against the applicable Purchase Price equal to the amount of the deductible under the applicable Seller's property insurance, less the Reimbursable Amounts to the extent such Seller has not recovered such Reimbursable Amounts under clause (x) above. If any portion of the improvements at a Property shall be damaged or destroyed by fire or any other casualty, and a Major Tenant is entitled to terminate its Lease as a result of such fire or casualty and does properly terminate its Lease as a result of such fire or casualty, then Buyer shall have the option to (A) remove the Property occupied by such Major Tenant from the applicable Closing and the Purchase Price shall be reduced accordingly, or (or B) proceed to Closing with respect to the affected Property, at which time Buyer shall be entitled to any part thereof) shall sustain a loss or damageand all insurance proceeds, Borrower shall give prompt notice monies and claims received by and/or accrued to the applicable Seller on account of such loss or damage casualty (less the Reimbursable Amounts), and (C) Buyer shall receive a credit against the applicable Purchase Price equal to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion amount of the Restoration of deductible under the applicable Seller's property insurance, less the Reimbursable Amounts to the extent such Seller has not recovered such Reimbursable Amounts under clause (x) above. Buyer hereby acknowledges that, in the event that Buyer exercises the foregoing clause (A) with respect to the Property in accordance with affected by such fire or casualty, Buyer shall remain obligated to purchase the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceedsremaining Properties. In the event of that the period by which a loss or damage where Major Tenant must exercise its termination rights for a casualty under its Lease extends past the loss does not exceed scheduled Closing date for the Insurance ThresholdProperty at which the Major Tenant is located, Borrower may the Closing date for such Property shall be extended to be five (or may cause Mortgage Borrower to5) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) business days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreementtermination period expires.

Casualty. If the Property (a Building, or any part thereof, suffers "minor damage" (as hereinafter defined) following the Execution Date but prior to Closing from fire or other casualty, Seller shall sustain a loss repair the same prior to the Closing, or as soon thereafter as is practicable, at Seller's sole cost and expense, and if required by Buyer's lender, the Closing Date shall be extended until the damage is fully repaired. If the Building, or any part thereof, suffers "major damage" (as hereinafter defined) prior to Closing from fire or other casualty, Borrower then Buyer may either (i) terminate this Agreement as to such Building, whereupon the Deposit allocable to such Building shall give prompt notice be refunded to Buyer, and neither party shall have any further rights or obligations pursuant to this Agreement, except for the indemnities under Section 5.4 and Section 14, or (ii) consummate the Closing, whereupon Seller's rights, if any, in the proceeds of any insurance covering such loss damage shall be assigned to Buyer at Closing (but the provisions of the Store Lease as to such Building shall become applicable as though such casualty had occurred after the Closing and such proceeds shall be made available to Seller to repair the damage), with no reduction or abatement in the Purchase Price. For purposes of this Agreement, major damage to Lender a Building shall mean damage or destruction, the cost of repairing which is $100,000 or more, and minor damage or destruction shall cause Mortgage Borrower to promptly commence mean damage or destruction, the cost of repairing which is less than $100,000. The foregoing elections of Buyer shall be based on Buyer's business judgment, exercised in its sole and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreementabsolute discretion.

Casualty. If the Property (or any part thereofa) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event that all or any substantial portion of a loss Building shall be damaged or damage where destroyed by fire or other casualty prior to Closing, Purchaser may terminate this Agreement by written notice thereof to the loss does not exceed the Insurance Threshold, Borrower may Sellers within ten (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9010) days after Purchaser is notified of the loss casualty. Upon termination of this Agreement as provided in this Section 7.5(a), the Xxxxxxx Money shall be returned to Purchaser and all rights, duties and obligations of the parties under this Agreement shall thereafter cease and be of no further force or damageeffect except for those that expressly survive termination of this Agreement. If Purchaser does not terminate this Agreement as aforesaid, Lender then the parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event (i) Purchaser shall have the right to settle and adjust receive all insurance proceeds with respect to such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damagecasualty with respect to the Property (except for proceeds previously used to repair such Building to the extent that immediate repairs are reasonably necessary), Borrower (ii) such Seller shall continue deliver to pay the Indebtedness Purchaser at the time Closing all insurance proceeds received by such Seller attributable to its Building from such casualty (except for proceeds previously used to repair the Building to the extent that immediate repairs are reasonably necessary) and assign to Purchaser (and obtain written consent to such assignment from the applicable insurance company) all of such Seller’s right, title and interest in and to any claims which such Seller may have under the manner provided for insurance policies covering its payment Building, and (iii) the Purchase Price shall be reduced by an amount equal to the positive difference between (x) the total costs and expenses to repair all damage arising from such casualty, and (y) the total insurance proceeds delivered to Purchaser as aforesaid under such insurance policies with respect to such casualty loss. In the event less than a substantial portion of a Building shall be damaged or destroyed by fire or other casualty after the Due Diligence Period but prior to Closing, then the parties shall proceed in accordance with the Note and third sentence in this AgreementSection 7.5(a) and Purchaser agrees to waive its right to terminate this Agreement as a result of such damage or distribution.

Casualty. If the Premises or the Building shall be damaged or ----------- -------- destroyed by fire or other casualty insurable under standard coverage insurance to the extent of less than fifty percent (50%) of the reasonable replacement value thereof at the time of such damage or destruction, Landlord shall, except as otherwise provided herein, repair and/or rebuild the same with reasonable diligence, but Landlord's obligation hereunder shall be limited to the performance of Landlords work, if any, in accordance with Exhibit B hereof and --------- shall also be subject to zoning and building laws then applicable to the Premises. Landlord's obligation hereunder shall be limited to the proceeds received and retained by Landlord under the insurance policy which is allocable to the Premises and Landlord shall not be obligated to commence such repairs and/or rebuilding until such insurance proceeds are released to Landlord. Tenant shall repair or restore with due diligence all trade fixtures, equipment and other installations theretofore installed by Tenant and damaged or destroyed by such fire or casualty and shall be entitled to retain all insurance proceeds relating thereto. If the Premises or the building of which they are a part shall be damaged or destroyed to the extent of fifty percent (50%) or more of the reasonable replacement value thereof at the time of such damage or destruction, or shall be damaged or destroyed as a result of a risk which is not covered by insurance, or shall be damaged or destroyed to any extent by any cause in the last year of the then current term of this Lease (unless Tenant shall have exercised prior to the date of said fire or other casualty or then exercises any remaining option to extend the term of this Lease), or if the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not including the Premises or the Building) should be damaged or destroyed to the extent of twenty-five percent (25%) or more of the reasonable replacement value thereof at the time of such costs are covered by damage or destruction, the Net Insurance Proceeds. In Landlord may at its sole election restore or rebuild the event of a loss Premises, the Building or damage where the loss does not exceed Property, as the Insurance Thresholdcase may be, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustmentterminate this Lease; provided, however, Tenant's Lease shall not be the only lease in the Building so terminated in the event lease termination is on account of damage or destruction to the extent of twenty-five percent (25%) or more of the reasonable replacement value of the Property; and provided further, however, if Borrower fails to said termination is as a result of a fire or other casualty having occurred during the last year of the then current term of this Lease, Tenant may invalidate said termination by exercising within thirty (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9030) days after Landlord's notice of termination any remaining option to extend the loss or damageterm of this Lease, Lender In any instance where Landlord shall have an election to terminate this Lease by reason of such damage or destruction, it shall give Tenant notice of its election within sixty (60) days after such damage or destruction. Tenant shall, during any period of reconstruction or repair of the right Premises, the Building and/or of the Property continue the operation of its business in the Premises to settle and adjust such claim at Borrower’s cost and without Borrower’s consentthe extent reasonably practicable. Notwithstanding If the Premises or any loss part thereof, or damage, Borrower the Building shall continue to pay the Indebtedness at be damaged or destroyed by fire or other casualty (irrespective of the time when such damage or destruction shall occur, and irrespective of whether or not Landlord shall be insured against the perils causing same) and if as a result thereof the Premises shall be rendered untenantable to an extent which would reasonably require the Tenant to curtail a part of its business operation, then a just proportion of the Rent and Additional Rent reserved hereunder shall be suspended or abated according to the extent to which Tenant may be reasonably required to discontinue its business in the manner provided for its payment Premises until the work of restoration to be done by Landlord as aforesaid shall be substantially completed and (i) sixty (60) days shall have elapsed from the date of completion of the Landlords restoration work, or (ii) the Tenant shall be operating in the Note entire Premises, whichever shall first occur, or (iii) if this Lease and in the term hereof shall terminate as hereinbefore provided, until such termination. In the event the Lease is not terminated and Landlord shall fail to achieve substantial completion of such repairs and restoration within six (6) months from the time of destruction or casualty, (provided, however, that such time period shall be extended day-for-day by any delays caused by Tenant and for up to a maximum of thirty (30) days as a result of any force majeure), and Tenants use and enjoyment of the Premises is then materially impaired by the uncompleted restoration, Tenant may, at its option, deliver notice (the "Notice of Intent to Terminate") to Landlord of Tenants intent to terminate this AgreementLease. If Landlord fails to achieve substantial completion of such repair and restoration within thirty (30) days of Landlord's receipt of the Notice of Intent to Terminate, then Tenant may at its option terminate this Lease by delivering a further notice of termination (the "Termination Notice") to Landlord at any time thereafter, but prior to substantial completion of such repair and restoration, whereupon the Lease shall end on the date of such Termination Notice.

Casualty. If the Property (Seller assumes all risks and liability for damage to or injury occurring to Parcel A by fire, storm, accident, or any part thereofother casualty or cause until the Closing has been consummated. If, between the Effective Date and the Closing Date, Parcel A suffers Material Damage, Seller shall promptly, and in any event prior to the Closing, notify Purchaser. Purchaser may elect, by written notice delivered to Seller within fifteen (15) shall sustain a loss or damage, Borrower shall give prompt notice business days after receipt of such loss notice, to either (a) terminate this Agreement without further liability to Purchaser upon which Escrow Agent shall return the Xxxxxxx Money and interest earned thereon to Purchaser, and neither party shall have any further obligation to the other hereunder except as may be expressly provided in this Agreement, or (b) continue to Closing without reduction in the Purchase Price. The Closing Date shall be extended as necessary to permit Purchaser the full fifteen (15) business days. “Material Damage” means damage which may cause, in Purchaser’s reasonable judgment, Purchaser to Lender and shall cause Mortgage Borrower expend additional funds to promptly commence and diligently prosecute the completion of the Restoration of the Property prepare Parcel A for development in accordance with the applicable terms Preliminary Parcel A Site Plans. If Purchaser does not terminate this Agreement in the case of Material Damage, Seller shall assign to Purchaser at the Closing its right to recover under any insurance policies covering such damage (if any) and conditions shall pay Purchaser at the Closing the amount of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether deductible or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, howeverother self-insured retention, if Borrower fails any. If between the Effective Date and the Closing Date, the Parcel A suffers damage which is not Material Damage, Seller shall assign to (and fails to cause Mortgage Borrower) settle and adjust Purchaser all insurance proceeds payable on account of such claim within ninety (90) days after the loss or damage, Lender shall have and pay to Purchaser at Closing the right to settle and adjust amount of any deductible or uninsured loss under such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreementinsurance policy.

Casualty. If If, at any time after the date of this Agreement and prior to Closing or earlier termination of this Agreement, the Real Property (or any part thereof) shall sustain material portion thereof is damaged or destroyed by fire or any other casualty causing a loss or damage, Borrower shall give prompt notice of such Material loss or damage (a “Casualty”), the Seller shall give written notice of each Casualty to Lender and shall cause Mortgage Borrower to the Purchaser promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damageoccurrence of such Casualty, Lender and then the Purchaser shall have the right to settle elect, by providing written notice to the Seller within thirty (30) days after the Purchaser’s receipt of the Seller’s written notice of such Casualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement in any respect, in which case the Seller shall within ten (10) days of receipt of Purchaser’s notice, deliver a notice to Purchaser whereby Seller elects to either: (A) repair and adjust restore the Real Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such claim damage or destruction; or (B) transfer and assign to the Purchaser all of the Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, and lost profits insurance policies maintained by the Seller with respect to the Real Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by the Seller for the period prior to the Closing. If the Purchaser fails to provide written notice of its election to the Seller within such time period, then the Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (ii) of this preceding sentence. If the Closing is scheduled to occur within the Purchaser’s thirty (30) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such thirty (30) day election period. If at Borrower’s cost any time after the date of this Agreement and without Borrower’s consent. Notwithstanding prior to Closing or earlier termination of this Agreement, the Real Property or any material portion thereof is damaged by fire or any other casualty but not to the extent of a Material loss or damage, Borrower then Purchaser shall continue not have the right to pay terminate this Agreement, but Seller shall, at its election (A) repair and restore the Indebtedness Real Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (B) transfer and assign to the Purchaser at the time Closing all of the Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, and lost profits insurance policies maintained by the manner provided Seller with respect to the Real Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by the Seller for its payment in the Note and in this Agreementperiod prior to the Closing.

Casualty. If DAMAGE OR DESTRUCTION OF PROPERTY. Risk of loss to the Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered be borne by the Net Insurance ProceedsSeller until Closing. In the event of any immaterial damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this agreement, and Seller will assign to Buyer at closing Seller’s rights to receive any insurance proceeds due Seller as a loss result of said damage or destruction, less any amounts reasonably expended for restoration and collection of proceeds. For purposes of this agreement, the term “immaterial damage where or destruction” shall mean any one or more of the loss does not exceed following such instances of damage or destruction of the Insurance Threshold, Borrower may Property: (1)Damage which can be repaired or may cause Mortgage Borrower torestored at a cost of one hundred thousand Dollars ($100,000.00) settle or less; or (2)Damage which can be restored and adjust repaired within one hundred eighty (180) days from the date of such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely mannerdamage or destruction. In the event of a loss any material damage or damage where destruction to the loss exceeds the Insurance Threshold Property or if an Event of Default then existsany portion thereof, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participateBuyer may, at Borrower’s costits option, in any such adjustment; provided, however, if Borrower fails by notice to Seller given within ten (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9010) days after Buyer is notified by Seller of such damage or destruction (and if necessary the loss Closing Date shall be extended to give Buyer the full 10 day period to make such election): (i) terminate this agreement, whereupon the escrow agent shall immediately return the Deposit to Buyer, or damage(ii) proceed to close under this agreement, Lender receive any insurance proceeds due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration and collection of proceeds), and assume responsibility for such repair. If Buyer fails to deliver to Seller notice of its election within the period set forth above, Buyer will conclusively be deemed to have elected to proceed with the Closing. If Buyer elects (or is deemed to have elected) to proceed to Closing, Seller will cooperate with Buyer after closing to assist Buyer in obtaining the insurance proceeds from the insurers of Seller. For purposes of this agreement “material damage or destruction” shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss mean all instances of damage or damagedestruction that are not “immaterial”, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Agreementas defined herein.

Casualty. If If, prior to the Closing, all or any portion of the Property (is damaged by fire or any part thereof) other cause whatsoever, Seller shall sustain a loss or damage, Borrower shall promptly give prompt Purchaser written notice of such loss damage. If the cost for repairing such damage is Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) or less (as determined by Seller’s independent insurer), then Purchaser shall at Closing 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 Contract 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. Regardless of the size of the loss, for any damage not repaired prior to Closing, Seller shall not agree to any insurance settlement without Purchaser’s prior written consent, not to be unreasonably withheld, conditioned or delayed. If the cost for repairing such damage is greater than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (as determined by Seller’s independent insurer), or if any Key Tenant is able to terminate its lease as a result of such fire or any other casualty, then Purchaser shall have the option, exercisable by written notice delivered to Seller within five (5) days after Seller’s notice of damage to Lender and Purchaser, which notice from Seller shall cause Mortgage Borrower to promptly commence and diligently prosecute be accompanied by the completion written estimate of the Restoration cost for repair, either to (i) receive the amount of the Property 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 Contract 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; or (ii) terminate this Contract. If Purchaser elects to terminate this Contract, Purchaser shall give written notice to Seller thereof within such five (5) day period, the Deposit shall be returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser fails to notify Seller within such five (5) day period of Purchaser’s intention to terminate this Contract, then Purchaser shall be deemed to have elected option (i) and Purchaser and Seller shall proceed to Closing in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementContract.

Casualty. If the Property (Property, or any part thereof, suffers “minor damage” (as hereinafter defined) following the Execution Date but prior to Closing from fire or other casualty, Seller may, at its option and without any obligation to do so, cause the same to be repaired prior to the Closing at Seller’s sole cost and expense. If Seller fails or refuses to repair any such minor damage prior to Closing, Buyer shall sustain consummate the Closing, whereupon Seller’s rights, if any, in the proceeds of any insurance covering such damage shall be assigned to Buyer at Closing, Buyer shall receive a loss credit against the Purchase Price in the amount of the deductible, and there shall be no other reduction or abatement in the Purchase Price. If the Property, or any part thereof, suffers” major damage” (as hereinafter defined) prior to Closing from fire or other casualty, Borrower then Buyer may, as its sole remedy, either (i) terminate this Agreement, whereupon the Deposit, together with all interest accrued thereon, shall give prompt notice be refunded to Buyer, and neither party shall have any further rights or obligations pursuant to this Agreement, or (ii) consummate the Closing, whereupon Seller’s rights, if any, in the proceeds of any insurance covering such loss damage shall be assigned to Buyer at Closing, Buyer shall receive a credit against the Purchase Price in the amount of the deductible, and there shall be no other reduction or abatement in the Purchase Price. For purposes of this Agreement, major damage shall mean damage or destruction, the cost of repairing which is One Million Dollars ($1,000,000) or more. Notwithstanding anything herein to Lender the contrary, if Buyer, its agents, contractors or representatives damage the Property, then Buyer shall be responsible for repairing said damage and shall cause Mortgage Borrower have no right to promptly commence and diligently prosecute terminate this Agreement by virtue of said damage. Notwithstanding the completion of the Restoration of the Property foregoing, in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or minor damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as for which no Event of Default has occurred and insurance coverage is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust or less than the full cost of the repair thereof is provided for by insurance covering such claim within ninety (90) days after the loss or minor damage, Lender Buyer shall have consummate the right Closing, and the Purchase Price shall be reduced by the cost of the necessary repairs to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue the extent not covered by insurance proceeds to pay the Indebtedness be assigned to Buyer at the time and in the manner provided for its payment in the Note and in this AgreementClosing.

Casualty. If Risk of loss up to and including the Property (or any part thereof) Closing Date shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered be borne by the Net Insurance ProceedsSeller. In the event of any immaterial damage or destruction to the Property or any portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing Seller’s rights under insurance policies to receive and will cooperate with Purchaser following the Closing in Purchaser’s efforts to collect) 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 reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. For purposes of this Agreement, the term “immaterial damage or destruction” shall mean such instances of damage or destruction: (i) which can be repaired or restored at a cost of $2,000,000.00 or less; (ii) which can be restored and repaired within one hundred eighty (180) days from the date of such damage or destruction; (iii) which are not so extensive as to allow tenants leasing more than five percent (5%) in the aggregate of the leased floor area of the Improvements to terminate their Leases on account of such damage or destruction; and (iv) in which Seller’s rights under its rent loss insurance policy covering the Property are assignable to Purchaser and will continue pending restoration and repair of the damage or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely mannerdestruction. In the event of a loss any material damage or damage where destruction to the loss exceeds the Insurance Threshold Property or if an Event of Default then existsany portion thereof, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participatePurchaser may, at Borrower’s costits option, in any such adjustment; provided, however, if Borrower fails by notice to Seller given within the earlier of fifteen (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (9015) days after Purchaser is notified by Seller of such damage or destruction (which Seller shall provide, in writing, promptly after Seller becomes aware of such damage or destruction), or the loss Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or damagedestruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement, Lender whereupon Escrow Agent shall have immediately return the right Exxxxxx Money to settle Purchaser, or (ii) proceed to close under this Agreement, receive (and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue Seller will assign to pay the Indebtedness Purchaser at the time and in Closing Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the manner provided period on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for its payment in the Note and in this Agreement.restoration or collection of proceeds) and

Casualty. If The risk of loss or damage or destruction to the Property (Premises by fire or other casualty is assumed by Seller until the Closing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any part thereof) shall sustain a such loss or damage. In the event of fire or other casualty, Borrower Seller shall give prompt notice have thirty (30) days to notify Purchaser whether it intends to rebuild the Premises, but if Seller shall fail to notify Purchaser of its election within such thirty (30) day period Seller shall be deemed to have elected not to rebuild. If Seller elects (or is deemed to have elected) not to repair or replace any such loss or damage to Lender the Premises then Purchaser shall have the option of declaring this Contract of Sale terminated within thirty (30) days of Seller's election not to rebuild, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall cause Mortgage Borrower terminate and neither Seller nor Purchaser shall have any further claim against the other; provided that if neither party shall have elected to promptly commence and diligently prosecute the completion of the Restoration of the Property terminate this Contract as aforesaid then Purchaser shall close title in accordance with this Contract and pay in full the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (includingPurchase Price, without limitation, any applicable deductibles under the insurance policies) whether abatement thereof or not claim against Seller for such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies, if any, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace such loss, damage or destruction and Seller shall have credit to Purchaser the right amount of any insurance deductible. If Seller elects to settle and adjust repair or replace any such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower Seller shall continue be entitled to pay reasonable adjournments of the Indebtedness at Closing Date in which to perform the time and work, not exceeding one hundred twenty (120) days in the manner aggregate. If Seller elects to repair or replace any such loss or damage to the Premises and if such loss or damage is not repaired (substantial completion thereof) prior to the Closing Date, as adjourned by Seller pursuant to this Paragraph, Purchaser shall have the option of: (a) declaring this Contract of Sale terminated, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other or (b) closing title in accordance with this Contract of Sale and paying in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace such loss, damage or destruction; provided for its payment that if Purchaser shall have failed to timely make an election it shall be deemed to have chosen (b) above. Notwithstanding the foregoing, if the cost of the repairs and replacements is less than $25,000, as determined by an independent third party professional chosen by Seller and acting reasonably, Purchaser shall close title with a credit against the purchase price in such amount which shall not exceed $25,000 and Seller shall retain the Note and rights to the insurance proceeds, if any, in this Agreementrespect of such casualty. This Paragraph shall govern to the extent inconsistent with any applicable law.

Casualty. If any of the Property material physical assets or properties of the Acquired Companies (taken as a whole) that are primarily used and necessary for the conduct of the businesses of the Acquired Companies, are damaged or destroyed by casualty loss after the date hereof and prior to the Closing, and (a) the cost of restoring such damaged or destroyed material physical assets or properties to a condition reasonably comparable to their prior condition and (b) the amount of any part thereof) shall sustain lost profits, in each case, to the extent such costs and lost profits are reasonably expected to accrue after the Closing as a loss or damage, Borrower shall give prompt notice result of such loss damage or damage destruction to Lender such material physical assets or properties (net of and shall cause Mortgage Borrower after giving effect to promptly commence any insurance proceeds available to the Acquired Companies for such restoration and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms lost profits and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration any Tax benefits related thereto) (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by and lost profits with respect to any such material physical assets or properties, the Net Insurance Proceeds. In the event “Restoration Cost”) is greater than a dollar amount equal to one percent (1%) of a loss or damage where the loss Purchase Price but does not exceed a dollar amount equal to ten percent (10%) of Purchase Price, Sellers may elect to reduce the Insurance Thresholdamount of the Purchase Price by the estimated Restoration Cost (as estimated by a qualified firm reasonably acceptable to Purchasers and Sellers), Borrower by notice to Purchasers, and such casualty loss shall not affect the Closing. If Sellers do not make such an election within forty-five (45) days after the date such casualty loss is discovered, Purchasers may elect to terminate this Agreement within ten (or may cause Mortgage Borrower to10) settle and adjust Business Days after the end of such claim so long as no Event of Default has occurred and forty-five (45) day period by written notice to Sellers. If the Restoration Cost is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event excess of a loss dollar amount equal to ten percent (10%) of Purchase Price, Sellers may, by notice to Purchasers within forty-five (45) days after the date of such casualty loss, elect to (x) reduce the Purchase Price by the estimated Restoration Cost (as estimated by a qualified firm reasonably acceptable to Purchasers and Sellers) or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower toy) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s costterminate this Agreement, in any such adjustmenteach case by providing written notice to Purchasers; provided, however, that if Borrower fails Sellers do not elect to terminate this Agreement as provided in this sentence, then Purchasers may, by written notice to Sellers, terminate this Agreement within ten (and fails 10) Business Days of receipt by Purchasers of Sellers’ notice regarding its election. If the Restoration Cost is a dollar amount equal to cause Mortgage Borrowerone percent (1%) settle and adjust such claim within ninety of Purchase Price or less, (90i) days after the loss or damage, Lender neither Purchasers nor Sellers shall have the right or option to settle terminate this Agreement and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower (ii) there shall continue to pay the Indebtedness at the time and be no reduction in the manner provided for its payment amount of the Purchase Price. In the event that Sellers elect to reduce the Purchase Price in accordance with this Section 5.21, Sellers shall, and shall cause their Non-Company Affiliates to, use Reasonable Best Efforts to collect amounts due (if any) under available insurance policies or programs in respect of any such casualty loss and shall cause any such insurance proceeds to be contributed or assigned to the Note and in this Agreementapplicable Acquired Company that has suffered such casualty loss without any adjustment to Net Working Capital.

Casualty. If Prior to Closing, all risk of loss shall belong to the Property (-------- Sellers. If, prior to Closing, the Properties or any part thereofthereof shall be destroyed or materially damaged by fire or other casualty, the Partnership (a) shall sustain a first offer the Seller the option not to rebuild; Seller may exercise this option if such Property is insured to the full amount of the Purchase Price of the Improvements; and if Seller exercises this option, the Partnership may terminate this Agreement with respect to such Property upon notice to the Seller, and reduce the Aggregate Purchase Price by the Purchase Price of such Property, except that if the tenant under the Price Lease or the Tenant elects to pay the Base Annual Rent under the Company Lease for the entire term of the Company Lease on such Property despite the election not to rebuild, the Partnership shall not terminate this Agreement with respect to such Property; and (b) if the Seller does not exercise its option under (a), may, at its option, either (i) require the appropriate Sellers to repair such damage prior to Closing to the reasonable satisfaction of the Partnership, at no cost or expense to the Company or the Partnership, in which event the proceeds of any insurance applicable thereto shall be paid to the Seller, or (ii) itself settle the loss under all policies of insurance applicable to the destruction or damagedamage and receive the proceeds of insurance applicable thereto, Borrower shall give prompt notice and the Seller shall, at Closing and thereafter, execute and deliver to the Partnership all required proofs of loss, assignments of claims and other similar items. Notwithstanding anything in this Section 6.1 to the contrary, in the event such loss or damage to Lender and casualty shall cause Mortgage Borrower to promptly commence and diligently prosecute constitute a total or substantial loss or casualty or, in the completion opinion of the Restoration of Company, in its sole discretion, shall render the Property in accordance with the applicable terms and conditions unsuitable for its intended purpose for a period of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after or longer, then the loss Company and the Partnership, at their option, may terminate this Agreement with respect to such Property upon notice to the Seller, and reduce the Aggregate Purchase Price by the Purchase Price of such Property, except that if the tenant under the Price Lease or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue Tenant nevertheless elects to pay the Indebtedness at Base Annual Rent under the time and in Company Lease for the manner provided for its payment in entire term of the Note and in Company Lease on such Property, the Partnership shall not terminate this AgreementAgreement with respect to such Property.

Casualty. If at any time on or prior to the Property (Closing Date any material portion of the Improvements are destroyed or damaged as a result of fire or any part thereof) other cause whatsoever, Seller shall sustain a loss or damage, Borrower shall promptly give prompt written notice of such loss or damage thereof to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance ProceedsPurchaser. In the event of a loss destruction or damage where to a material portion of any of the loss does not exceed Improvements on the Insurance ThresholdProperty, Borrower may Purchaser shall have thirty (30) days from receipt of notice of such occurrence to notify Seller in writing of its intent to terminate this Agreement. Upon termination pursuant to this provision Seller shall promptly refund the Deposit to Purchaser and the parties shall be relieved of further obligation hereunder, except those that expressly survive termination of such damage or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely mannerdestruction. In the event of a loss such damage or damage destruction where Purchaser does not elect to terminate this Agreement, this Agreement shall remain in full force and effect and the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent parties shall not be unreasonably withheld or delayed) and Lender shall have the opportunity proceed to participate, at Borrower’s cost, in Closing without any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and adjustment in the manner provided Purchase Price. All insurance proceeds shall be paid to an escrow agent reasonably acceptable to Seller and Purchaser, who shall hold the insurance proceeds until such time as Purchaser shall present reasonable evidence to Seller as to whether Purchaser wishes to restore or demolish the damaged Improvements. If Purchaser elects to restore the Improvements, then the insurance proceeds shall be released to Purchaser for its payment in such purpose, and Purchaser shall proceed to the Note restoration of the Improvements. In the event that not all the insurance proceeds are required for such restoration, then, upon completion of the restoration, the excess proceeds shall be payable to Seller. If the Purchaser elects to demolish all or any portion of the Improvements, the insurance proceeds shall be released to Purchaser to the extent necessary for such demolition and in this Agreementthe balance of the insurance proceeds shall be paid to Seller. This Section shall survive Closing.

Casualty. If Upon the Property (occurrence of any casualty loss, damage or any part thereof) destruction material to the operation of the Applicable Stations or the Sale Assets prior to the Closing, Transferor shall sustain a loss or damage, Borrower shall promptly give prompt Transferee written notice setting forth in detail the extent of such loss loss, damage or damage to Lender destruction and the cause thereof if known. Transferor shall cause Mortgage Borrower use commercially reasonable efforts to promptly commence and thereafter to diligently prosecute the completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower proceed to pay all costs of Restoration (includingrepair or replace any such lost, without limitation, any applicable deductibles under the insurance policies) whether damaged or not such costs are covered by the Net Insurance Proceedsdestroyed property. In the event that such repair or replacement is not fully completed prior to the Closing Date, Transferee may elect at its sole option to postpone the Closing until Transferor’s repairs have been fully completed if such event shall occur within sixty (60) days or to consummate the transactions contemplated hereby on the Closing Date, in which event Transferor shall assign to Transferee the portion of a loss the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney’s fees, expenses and court costs incurred by Transferor to collect such amounts), if any, not previously expended by Transferor to repair or damage where replace the loss does not exceed damaged or destroyed property (such assignment of proceeds to take place regardless of whether the Insurance Threshold, Borrower may (parties close on the scheduled or may cause Mortgage Borrower todeferred Closing Date) settle and adjust such claim so long as no Event of Default Transferee shall accept the damaged Sale Assets in their damaged condition provided that Transferor has occurred and is continuing. Any such adjustment must be carried out satisfied its insurance obligations in a commercially reasonable and timely mannerSection 5.1(a) hereof. In the event of a loss or damage where the loss exceeds Transferor is unable to complete the Insurance Threshold or if an Event of Default then existsrepairs within sixty (60) days, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender Transferee shall have the opportunity option to participateterminate this Agreement. In the event the loss, at Borrower’s costdamage or destruction causes or will cause the Applicable Station(s) to be off the air for more than seven (7) consecutive days or fifteen (15) total days during a one month period, whether or not consecutive, then Transferee may elect either (i) to consummate the transactions contemplated hereby on the Closing Date, in any which event Transferor shall assign to Transferee the portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney’s fees, expenses and court costs, incurred by Transferor to collect such adjustment; provided, howeveramounts), if Borrower fails any, not previously expended by Transferor to repair or replace the damaged or destroyed property, and Transferee shall accept the damaged Sale Assets in their damaged condition, or (and fails ii) to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in terminate this Agreement.