Common use of Casualty Clause in Contracts

Casualty. Risk of loss to the Property from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer 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 Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreement.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further rights or obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (or portions thereofi) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; Seller’s deductible under its insurance policy, and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss If prior to the Property from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage or destruction to the Property Settlement all or any portion thereofof the Property is destroyed or damaged and the reasonable cost of repair and restoration with materials of like kind and quality is greater than twenty percent (20%) of the Purchase Price (“Material Damage”), then either Seller and Buyer or Purchaser shall proceed have the right, at such party’s option, to close under terminate this Agreement and Buyer will receive by giving written notice to the other within ten (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive10) any insurance proceeds (including any rent loss insurance applicable to any period on and days after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such losscasualty, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, whereupon the Deposit shall be returned to Buyer Purchaser (provided Purchaser is not otherwise in default hereunder) and the parties neither party shall have no any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). If the cost of repair and restoration is less than or equal to the Material Damage threshold, or recourse against each other except for provisions that expressly survive termination of if more than the Material Damage threshold and neither Seller nor Purchaser elects to terminate this Agreement, Seller and Purchaser shall proceed to Settlement and Seller, in its sole discretion, shall either (a) assign to Purchaser all of its right, title, and interest in and to the proceeds of any and all fire or other casualty insurance proceeds relating to such damage, or (b) credit Purchaser at Settlement in the amount of such insurance proceeds (subject to adjustment as provided below); provided that Seller shall not be responsible for any deductibles or other losses not covered by such proceeds and there shall be no credit or adjustment of the Purchase Price. Notwithstanding the foregoing, Seller shall be entitled to, but not obligated, to make such repair and restoration (or commence such repair and restoration) prior to Settlement, in which event Seller shall be entitled to apply any insurance proceeds to the cost of such repair and restoration incurred by Seller or obtain a credit from Purchaser at Settlement in the amount of the cost of such repair and restoration incurred by Seller. As used herein, “ other casualty” shall mean casualty insured under a customary property damage insurance policy without modifications or endorsements, and does not include an event or occurrence involving Hazardous Substances or other environmental matters or similar events or occurrences.

Casualty. Risk of loss Seller assumes all risks and liability 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 any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage casualty, Purchaser may either at or destruction prior to Closing (a) terminate this Agreement with respect to the Property or any portion thereofCasualty Property, Seller and Buyer in which event the parties shall proceed to close under this Agreement Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and Buyer will receive (and Seller will assign c) neither party shall have any further right or obligation hereunder with respect to Buyer at the ClosingCasualty Property, other than the Surviving Obligations relating thereto, or (b) consummate the Closing with respect to all of the Property, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due , shall be assigned by Seller as a result of such damage or destruction to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser agrees that it will consummate the Closing with respect to such self storage facility and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss If prior to the Property from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage or destruction to the Property Settlement all or any portion thereofof the Property is destroyed or damaged and the reasonable cost of repair and restoration with materials of like kind and quality is greater than twenty percent (20%) of the Purchase Price (“Material Damage”), then either Seller and Buyer or Purchaser shall proceed have the right, at such party’s option, to close under terminate this Agreement and Buyer will receive by giving written notice to the other within ten (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive10) any insurance proceeds (including any rent loss insurance applicable to any period on and days after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such losscasualty, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, whereupon the Deposit shall be returned to Buyer Purchaser (provided Purchaser is not otherwise in default hereunder) and the parties neither party shall have no any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). If the cost of repair and restoration is less than or equal to the Material Damage threshold, or recourse against each other except for provisions that expressly survive termination of if more than the Material Damage threshold and neither Seller nor Purchaser elects to terminate this Agreement, Seller and Purchaser shall proceed to Settlement and Seller, in its sole discretion, shall either (a) assign to Purchaser all of its right, title, and interest in and to the proceeds of any and all fire or other casualty insurance proceeds relating to such damage, or (b) credit Purchaser at Settlement in the amount of such insurance proceeds (subject to adjustment as provided below); provided that Seller shall not be responsible for any deductibles or other losses not covered by such proceeds and there shall be no credit or adjustment of the Purchase Price. Notwithstanding the foregoing, Seller shall be entitled to, but not obligated, to make such repair and restoration (or commence such repair and restoration) prior to Settlement, in which event Seller shall be entitled to apply any insurance proceeds to the cost of such repair and restoration incurred by Seller or obtain a credit from Purchaser at Settlement in the amount of the cost of such repair and restoration incurred by Seller. As used herein, “other casualty” shall mean casualty insured under a customary property damage insurance policy without modifications or endorsements, and does not include an event or occurrence involving Hazardous Substances or other environmental matters or similar events or occurrences.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk In the event that all or any substantial portion of loss the Property shall be damaged or destroyed by fire or other casualty after the Effective Date and before the Closing Date, either Seller or Buyer may, at its option, terminate this Offer by written notice thereof to the other party within ten (10) days after Seller notifies Buyer of the casualty and the availability and amount of insurance proceeds, in which event Buyer shall receive a refund of the Xxxxxxx Money. In the event neither Seller nor Buyer terminate this Offer as described above, they shall be deemed to have elected to proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall deliver to Buyer at the Closing any insurance proceeds actually received by Seller attributable to the Property from fire such casualty, or other casualty assign to Buyer all of Seller’s right, title and interest in any claim under any applicable insurance policies in respect of such casualty, together with an amount equal to the deductible(s), if any, applicable to such loss under the insurance policy(ies), and there shall be borne by Seller until no reduction in the Closing. In Purchase Price: If the event casualty loss does not involve a “substantial portion” of any minor damage or destruction the Property, as defined herein, then Buyer shall be obligated to close the transaction contemplated herein according to the Property or any portion thereofterms hereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (notwithstanding such casualty loss, and Seller will assign shall, at Seller’s election, either (i) repair the damages caused by such casualty loss prior to Closing, at Seller’s expense or (ii) deliver to Buyer at the Closing, Seller’s rights under insurance policies to receive) Closing any insurance proceeds (including any rent loss insurance applicable actually received by Seller attributable to any period on and after the Closing Date) due Seller as a result of Property from such damage casualty, or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which assign to Buyer all of Seller’s rights right, title, and interest in any claim under its rent loss any applicable insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event policies in respect of such minor damage or destruction casualty, together with an amount equal to the deductible(s), if any, applicable to such loss under the insurance policy(ies), and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit there shall be returned to Buyer and no reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss If, prior to the Closing Date, all or any portion of the Real Property from and Improvements is destroyed or damaged by fire or other casualty shall casualty, Contributor will not be borne by Seller until the Closing. In the event of obligated to repair any minor damage or destruction to the Real Property and Improvements, but (x) Contributor will assign at Closing and turn over to BKP the insurance proceeds net of the following (collectively, the “Collection Costs”) (i) the costs (including reasonable attorneys’ fees) incurred by Contributor in connection with the settlement of any insurance claim with respect to such casualty, (ii) the proceeds of any rental loss, business interruption or similar insurance that are allocable to the period prior to the Closing Date, and (iii) the reasonable out-of-pocket costs incurred by Contributor in stabilizing and/or restoring the Property following such casualty (or if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty and (y) the parties will proceed to the Closing pursuant to the terms hereof without abatement of the Consideration, except that BKP will receive a credit for any proceeds received by Contributor and a credit for any uninsured amount or insurance deductible that is actually deducted from the proceeds made available to BKP (collectively, the “Deductible”). Notwithstanding the foregoing, in the event that the casualty causes damage, the cost of which to repair shall equal or exceed $20,000,000 or the casualty is of such a nature as to entitle an Anchor Tenant or any portion other Tenants occupying more than twenty-five percent (25%) of the rentable square feet in the aggregate to terminate its Lease pursuant to the terms thereof, Seller and Buyer shall proceed to close under BKP, at its election may (i) terminate this Agreement and Buyer will receive the return of its Xxxxxxx Money Deposit, whereupon, the parties shall be relieved of all obligations hereunder, except with respect to the Termination Surviving Obligations; or (and Seller will assign to Buyer at ii) proceed with the Closing, Seller’s rights under insurance policies and Contributor will assign at Closing and turn over to receive) any BKP the insurance proceeds net of the Collection Costs (including any rent loss insurance applicable or if such have not been awarded, all of its right, title and interest therein) payable with respect to any period on and after the Closing Date) due Seller as a result of such damage fire or destruction and assume responsibility for such repairother casualty, and Buyer BKP shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand proceeds received by Contributor and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days any Deductible that is actually deducted from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable proceeds made available to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementBKP.

Casualty. Risk of loss Seller assumes all risks and liability 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 any of the properties comprising the Property suffers any damage equal to or in excess of One Hundred Thousand and no/100 Dollars ($100,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by refunded to Purchaser, without the consent or joinder of Seller until being required, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies 's right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller's deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If any of the properties comprising the Property suffers any damage less than One Hundred Thousand and repaired within 120 days from no/100 Dollars ($100,000.00) prior to the date Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller's deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Exxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further rights or obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than One Hundred Fifty Thousand and repaired within 120 days from no/100 Dollars ($150,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (or portions thereofi) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; Seller’s deductible under its insurance policy, and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk Except as provided in SECTIONS 4.2 and 5.1 of loss this Agreement, Seller assumes all risks and liability 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 the Property, or any part thereof, suffers any damage in excess of $250,000.00 prior to the Closing from fire or other casualty, which Seller, at its sole option, does not elect to repair, or if as a direct result of the fire or other casualty event Safeway or Party City has an immediate right to terminate its Lease, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser (subject to Purchaser's delivery of the Reports as required by Seller until SECTION 3.1 of this Agreement), and neither party shall have any further right or obligation hereunder other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies 's right, title and interest in and to receive) the proceeds of any insurance proceeds covering such damage (including any rent loss insurance applicable less an amount equal to any expenses and costs incurred by Seller to repair or restore the Property and any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period on prior to and after including the Closing Date) due Seller as a result , all of such damage or destruction and assume responsibility for such repairwhich shall be payable to Seller), and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, to the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer extent the amount of such lossinsurance does not exceed the Purchase Price, Seller being under no obligation shall be assigned to do soPurchaser at the Closing. If the Property, Buyer shall have or any part thereof, suffers any damage less than $250,000.00 prior to the Closing, and such damage does not give Safeway or Party City the right to terminate this Agreementits Lease, Purchaser agrees that it will consummate the Deposit Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy and there shall be returned to Buyer and no reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss (a) Seller assumes all risks and liability 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. Upon one (1) Individual Property suffering any damage equal to or in excess of One Million Dollars ($1,000,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing in respect of such Individual Property: (a) upon written notice to Sellers, terminate this Agreement in respect of such Individual Property, in which event, the Purchase Price shall be borne reduced in accordance with the Purchase Price allocated to such Individual Property pursuant to Schedule A attached, and the Downpayment shall be credited against the Purchase Price for the remaining Property to be purchased by Seller until the Closing. In Purchaser pursuant to this Agreement, or (b) consummate the Closing in respect of such Individual Property, in which latter event all of Sellers’ right, title and interest in and to the proceeds of any minor damage or destruction to the Property or any portion thereofinsurance covering such damage, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any and all rent loss insurance applicable proceeds relating to any the period on from and after Closing Date, shall be assigned to Purchaser at the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for in an amount equal to the sum of: (x) such Seller’s deductible under its insurance policy, to the extent that it is deducted from any deductiblesuch insurance -24- proceeds payable to Purchaser, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (iiy) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such the uninsured or underinsured loss, Seller being under no obligation to do soprovided that, Buyer shall have for greater certainty, in the right event that all Property suffers any damage entitling the Purchaser to terminate this AgreementAgreement in respect of all of the Property, and the Purchaser so elects, the Deposit Downpayment shall be returned refunded to Buyer Purchaser forthwith, without deduction, and without the parties consent or joinder of Sellers being required and notwithstanding any contrary instructions which might be provided by Sellers, and neither Sellers nor Purchaser shall have no any further right or obligation under this Agreement other those obligations to or recourse against each other except for provisions that which expressly survive termination of this Agreementthe Closing.

Casualty. Risk Except for Purchaser’s liability for damage or injury arising under Paragraph 4.2 of loss this Agreement, Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, other than damage or injury for which Purchaser is expressly liable under this Agreement, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Two Hundred Thousand and no/100 Dollars ($200,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may, within thirty (30) days of receipt of notice from Seller of such damage or injury (which notice Seller agrees to promptly provide), (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for in an amount equal to Seller’s deductible under its insurance policy and there shall be no other reduction in the Purchase Price. If the Property suffers any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of less than Two Hundred Thousand and No/100 no/100 Dollars ($200,000.00) or less; prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability 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 any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of One Hundred Thousand and no/100 Dollars ($100,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement with respect to the Casualty Property, in which event (i) the allocable portion of the Deposit for the Casualty Project, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, (ii) the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer parties shall proceed to close under this Agreement Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and Buyer will receive (and Seller will assign iii) neither party shall have any further right or obligation hereunder with respect to Buyer at the ClosingCasualty Property, other than the Surviving Obligations relating thereto, or (b) consummate the Closing with respect to all of the Property, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than One Hundred Thousand and repaired within 120 days from no/100 Dollars ($100,000.00) prior to the date Closing, Purchaser agrees that it will consummate the Closing with respect to all of the Property and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of Fifty Thousand and no/100 Dollars ($50,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further rights or obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Seller’s deductible under its insurance policy. If the Property suffers any damage less than Fifty Thousand and No/100 no/100 Dollars ($200,000.0050,000.00) or less; prior to the Closing, Purchaser will consummate the Closing and (ii) which can be restored accept the assignment of the proceeds of any insurance covering such damage, including any and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (or portions thereofi) are assignable to Buyer Seller’s deductible under its insurance policy, and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk Except as provided in Sections 4.2 and 5.1 of loss this Agreement, Seller assumes all risks and liability 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 the Property, or any part thereof, suffers any damage in excess of $1,000,000.00 prior to the Closing from fire or other casualty shall be borne by Seller until or if a tenant or tenants in the Closing. In aggregate occupying at least 50,000 square feet of space at the event of any minor damage or destruction Property terminate their Leases pursuant to the Property or any portion thereof, Seller terms and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer 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 conditions thereof as a result of such damage fire or destruction and assume responsibility for such other casualty at the Property, which Seller, at its sole option, does not elect to repair, and Buyer shall receive a credit Purchaser may either at or prior to Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of (a) terminate this Agreement, in which event the term “minor Xxxxxxx Money shall be refunded to Purchaser (subject to Purchaser's delivery of the Reports to Seller), and neither party shall have any further right or obligation hereunder other than 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 (less an amount equal to any expenses and costs incurred by Seller to repair or destruction” shall mean restore the Property and any portion of such instances proceeds paid or to be paid on account of damage the loss of rents or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days other income from the date Property for the period prior to and including the Closing Date, all of such damage or destruction; and (iii) in which shall be payable to Seller’s rights under its rent loss insurance policy covering ), to the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing. If the Property, or any part thereof, suffers any damage less than $1,000,000.00 prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy and an amount equal to the uninsured loss, Seller being under no obligation to do soif any, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of Fifty Thousand and no/100 Dollars ($50,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by refunded to Purchaser, without the consent or joinder of Seller until being required, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies 's right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Cash Portion at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller's deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Fifty Thousand and repaired within 120 days from no/100 Dollars ($50,000.00) prior to the date Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Cash Portion in an amount equal to the sum of (i) Seller's deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss If prior to the Property from Closing, (a) all or a substantial part of the Project is damaged or destroyed by fire or other casualty whatsoever, and (b) the cost of repair for which is reasonably estimated by a qualified independent third party retained by Seller to be less than $500,000, Purchaser shall accept the Project in its then condition and proceed with the Closing without any abatement or reduction in the Purchase Price, in which event Purchaser shall be borne by Seller until the Closing. In the event entitled to (i) an assignment of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, all of Seller’s rights right, title and interest in and to any claims Seller may have under the insurance policies to receive) covering the Project and any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result payable by reason of such damage or destruction and assume responsibility for such repaircasualty, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from a credit against the date of such damage or destruction; and (iii) Purchase Price in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such lossSeller’s insurance deductible(s). If Purchaser is required to proceed under clause (b) above, Seller being under shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent. If the cost of repair is reasonably estimated to exceed $500,000, the Purchaser may terminate this Contract by delivering written notice of such termination to Seller and the Escrow Agent within ten (10) days after Purchaser receives notice of that the estimated cost of repair will exceed $500,000. If a portion of the Project is damaged by fire or other cause whatsoever, and Purchaser either has no obligation to do so, Buyer shall have the right to terminate this AgreementContract pursuant to Section 7.1, or Purchaser has elected, or is deemed to have elected, not to exercise such termination right, then this Contract shall continue in full force and effect, and Purchaser shall accept the Deposit Property in its then condition and proceed with the Closing, subject to the other provisions of this Contract, without any abatement or reduction in the Purchase Price. In such event, Purchaser shall be returned entitled to Buyer (x) an assignment of all of Seller’s right, title and interest in and to any claims Seller may have under the parties insurance policies covering the Project and any insurance proceeds payable by reason of such casualty, and (y) a credit against the Purchase Price in the amount of Seller’s insurance deductible(s), and Seller shall have no further obligations not compromise, settle or adjust any claims to or recourse against each other except for provisions that expressly survive termination of this Agreementsuch proceeds without Purchaser’s prior written consent.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property, or any part thereof, suffers any damage equal to or in excess of One Million and no/100 Dollars ($1,000,000) prior to the Closing from fire or other casualty casualty, Seller shall promptly provide Buyer with written notice thereof and Buyer may either at or prior to Closing (a) terminate this Agreement by notice to Seller and Escrow Agent, in which event the Xxxxxxx Money (including the Good Faith Payment) shall be borne by Seller until promptly refunded to Buyer, and neither party shall have any further right or obligation hereunder, other than any obligations expressly surviving the Closing. In the event of any minor damage termination hereof, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, shall be assigned to Buyer at the Closing and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured against the Purchase Price in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured loss. If the Property, or any part thereof, suffers any damage equal to less than One Million and repaired within 120 days from no/100 Dollars ($1,000,000) prior to the date Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property from fire by fire, storm, accident, or any other casualty until the Closing has been consummated. If the Property, or any part thereof, suffers any damage equal to or in excess of One Million and No/100 Dollars ($1,000,000.00) prior to the Closing from any casualty, Purchaser shall elect, in a writing delivered to Seller within ten (10) days following the date Seller notifies Purchaser in writing of such casualty damage (if necessary to provide Purchaser the full ten (10) days in which make such election, the Closing shall be borne extended)) either to (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which may be given by Seller until Seller, and neither party shall have any further obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance covering such damage (less and except the proceeds (thereof that have been applied by Seller to restoration), and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit at Closing for against the Purchase Price in an amount equal to Seller’s deductible under its insurance policy, and there shall be no other reduction in the Purchase Price. If the Property, or any deductiblepart thereof, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor suffers any damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand less than One Million and No/100 Dollars ($200,000.001,000,000.00) or less; prior to the Closing, Purchaser agrees that it will consummate the Closing and (ii) which can be restored and repaired within 120 days from accept the date assignment of the proceeds of any insurance covering such damage or destruction; (less and (iii) in which Seller’s rights under its except the proceeds thereof that have been applied by Seller to restoration), including any and all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit there shall be returned no other reduction in the Purchase Price and any uninsured loss). Seller shall execute such additional reasonable documentation and otherwise cooperate with Purchaser’s requests to Buyer effect an assignment of all insurance claims (including claim settlement rights) and the parties delivery of insurance proceeds, which obligation shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementClosing.

Casualty. Risk of loss If prior to the Property from fire Closing Date one or more of the Centers is destroyed or damaged by fire, theft, vandalism or other cause or casualty shall be borne by Seller until the Closing. In the event and, as a result thereof, any material part of any minor damage or destruction that Center is rendered prior to the Property or any portion thereofClosing Date unsuitable for its primary intended use, Seller and Buyer shall proceed to close under may terminate this Agreement in its entirety without penalty. Otherwise, Buyer may elect at its option to (i) reduce the Purchase Price by the fair market value of the assets destroyed or damaged (determined as of the date immediately prior to the destruction or damage) or, if greater, by the estimated cost to restore, repair or replace such assets, in which event Seller shall retain all right, title and Buyer will receive interest in and to any insurance proceeds payable on account of such destruction or damage, or (ii) consummate the transaction notwithstanding such destruction or damage, in which event Seller shall transfer and Seller will assign to Buyer at Closing the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including or the right to receive the insurance proceeds) of any rent loss applicable insurance policy plus Seller shall pay to Buyer any deductibles or copayments required under the applicable insurance policy. In the absence of an agreement among the Parties, any reduction in Purchase Price pursuant to any period this Section shall be determined by an MAI appraiser mutually selected and paid equally by Seller, on the one hand, and after Buyer, on the Closing Date) due Seller other hand. Notwithstanding the foregoing, to the extent that the Purchase Price is reduced as a result of such damage any cause or destruction and assume responsibility for such repair, and casualty described in this Section or Seller is obligated to pay to Buyer shall receive a credit at Closing for any deductible, uninsured deductible or coinsured amount copayment required under said the applicable insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit Purchase Price reduction or deductible or copayment payment shall be returned determined by multiplying (i) the total amount otherwise owed by Seller pursuant to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination first sentence of this AgreementSection times (ii) the percentage interest of Seller in the Partnership in respect of which the fire, theft, vandalism or other cause or casualty loss occurred.

Casualty. Risk (a) If, at any time after the Effective Date and prior to Closing or earlier termination of loss to the Property from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage or destruction to this Agreement, the Property or any portion thereofthereof are destroyed or damaged by fire or any other casualty (a “Casualty”), Seller and Buyer shall proceed give written notice of each such Casualty to close under this Agreement and Buyer will receive (and Seller will assign to Buyer 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 Purchaser promptly after the Closing Date) due Seller as a result occurrence of such Casualty, and, if the cost to repair the damage resulting from such Casualty would equal or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two exceed One Hundred Thousand and No/100 Dollars ($200,000.00100,000.00) or less; and (ii) which can be restored and repaired within 120 days from such Casualty would otherwise materially impair the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair value of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such lossProperty, Seller being under no obligation to do so, Buyer Purchaser shall have the right to elect, by providing written notice to Seller within thirty (30) days after Purchaser's receipt of written notice of such Casualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall (A) provide Purchaser with a credit against the Deposit Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible plus any uninsured amount of the repair or restoration cost, and (z) the reasonable estimated costs for the repair or restoration of the Property required by such Casualty, and (B) transfer and assign to Purchaser 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 with respect the Property (except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by any Seller for the period prior to the Closing) to the extent assignable, and if such proceeds are not assignable, Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds. If the Closing is scheduled to occur within Purchaser's thirty (30) day election period, the Closing Date shall, upon Purchaser's election, be returned to Buyer and postponed until the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination date which is five (5) Business Days after the expiration of this Agreementsuch thirty (30) day election period.

Casualty. Risk If, prior to Closing, the Property is damaged by fire, vandalism, acts of loss God or other casualty or cause, Seller shall promptly give Buyer notice of any such damage (the “Damage Notice”), together with Seller’s estimate of the cost and period of repair and restoration. In any such event: (a) in the case of damage to the Property from fire which is not material, Buyer shall take the Property at the Closing as it is, together with either applicable insurance proceeds or other casualty shall be borne by Seller until the Closing. In right to receive the event same (including without limitation any business income, rent loss, or like insurance proceeds relating to Property income lost or abated for periods following Closing (“Lost Income”)); or (b) in the case of any minor damage or destruction to the Property or any portion thereofwhich is material, Seller and Buyer shall proceed have the option (to close under be exercised, if at all, within fifteen (15) days following Buyer’s receipt of the Damage Notice) of (x) taking the Property at the Closing in accordance with item (a) above, or (y) terminating this Agreement Agreement. If, pursuant to the preceding sentence, Buyer is either obligated or elects to take the Property as it is together with any applicable insurance proceeds or the right to receive the same, (A) Seller agrees to cooperate with Buyer in any loss adjustment negotiations, legal actions and Buyer will receive (agreements with the insurance company, and Seller will to assign to Buyer at the Closing, Seller’s Closing its rights under to any such insurance policies proceeds with respect to receive) such claim and will not settle any insurance proceeds claims or legal actions relating thereto without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed; and (including any rent loss insurance applicable B) an amount equal to any period on and after deductible from the insurance proceeds shall be credited against the Closing Date) due Payment; provided in no event is Seller as a result required to provide any funds or credits for costs of such damage repair and restoration or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policiesLost Income. For purposes of this AgreementSection 12.1, the term Property shall be deemed “minor damage or destructionmaterially” shall mean such instances of damage or destruction damaged if (i) which can be repaired or restored at a the estimated repair cost of is greater than Two Hundred Fifty Thousand and No/100 Dollars ($200,000.00) or less; and 250,000.00), (ii) which can be restored and repaired within 120 days from the date of if such damage would entitle any tenant to terminate its Lease or destruction; and to permanently xxxxx or reduce its rent, or (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of if the damage or destruction; Lost Income is not covered by Seller’s insurance (and (iv) Seller does not permit elect, in its sole and absolute discretion, to provide a credit for the reasonably estimated cost to repair such uninsured damage and any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementreasonably estimated Lost Income).

Casualty. Risk of loss to (a) If during the Property from Interim Period there shall occur a fire or other casualty shall be borne by Seller until resulting in the Closing. In the event of any minor damage or destruction of fifty percent (50%) or more of the floor space of Citigroup Center (a "MAJOR CASUALTY"), either party shall have the right, exercisable by giving written notice to the Property other within ten (10) days after receiving written notice of such fire or other casualty, to terminate this Agreement, in which case neither party shall have any portion thereoffurther rights or obligations hereunder except such obligations which expressly survive the termination of this Agreement. If either party elects to terminate this Agreement, Seller all agreements with respect to the Unit Two Assignment and Buyer Assumption Agreement shall proceed to close under this Agreement automatically be terminated. If, between the date hereof and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) there shall occur a fire or other casualty affecting all or 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 Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair part of the damage Unit or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event other portion of such minor damage or destruction and Citigroup Center other than a Major Casualty, neither Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer nor Purchaser shall have the right to terminate this Agreement, and in such event, or in the Deposit event of a Major Casualty as to which neither party shall be returned to Buyer and have exercised the termination option contained in the first sentence of this SECTION 16(a), then (i) the parties shall have no further obligations proceed to the Closing without reduction of or recourse offset against each any amounts payable hereunder or any other except for claim against the other, (ii) at the Closing, Seller shall (y) pay over to Purchaser the proceeds of any insurance collected by Seller less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction, all of which costs incurred by Seller shall be a Purchaser Consent Action and (z) assign and transfer to Purchaser, subject to the terms of the Condominium Declaration, all right, title and interest of Seller in and to any uncollected insurance proceeds that Seller may be entitled to receive from such damage or destruction, and (iii) the parties hereto shall cooperate in all reasonable respects in order to effectuate such intent. The provisions that expressly survive termination of this AgreementSECTION 16 shall survive the Closing for a period without expiration.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property, or any part thereof, suffers any damage equal to or in excess of Seven Hundred Fifty Thousand and no/100 Dollars ($750,000) prior to the Closing from fire or other casualty casualty, Seller shall promptly provide Buyer with written notice thereof and Buyer may either at or prior to Closing (a) terminate this Agreement by notice to Seller and Escrow Agent, in which event the Exxxxxx Money shall be borne by Seller until promptly refunded to Buyer, and neither party shall have any further right or obligation hereunder, other than any obligations expressly surviving the Closing. In the event of any minor damage termination hereof, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, Seller’s rights under insurance policies to receive) receive any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured against the Purchase Price in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured loss. If the Property, or any part thereof, suffers any damage equal to less than Seven Hundred Fifty Thousand and repaired within 120 days from no/100 Dollars ($750,000) prior to the date Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk Section 21(b) of loss the Original Agreement is hereby amended and restated in its entirety to read: “If a material portion of the Property is damaged or destroyed by fire or other casualty prior to the Closing, Buyer may, at its option, either (i) terminate this Agreement by written notice of such termination to Sellers within ten (10) days after Sellers notifies Buyer of the casualty and receive an immediate refund of the Deposit, or (ii) close the transaction contemplated in this Agreement, in which event Buyer will receive a credit against the Purchase Price equal to the proceeds received by Sellers and attributable to the Property from fire such casualty (less any amounts expended by Sellers to repair or other restore the Property or to recover the insurance proceeds), and Buyer will also receive a credit against the Purchase Price equal to the sum of the deductible under Sellers' insurance policy regarding such casualty shall be borne by Seller until the Closing. In the event plus an amount equal to any uninsured amount of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer 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 casualty, and assume responsibility Sellers will assign to Buyer all claims for such repairinsurance proceeds attributable to the Property. If Buyer fails to timely deliver written notice of termination as described in (i) above, Buyer will be deemed to have elected to terminate the Agreement. If less than a material portion of the Property is damaged or destroyed by fire or other casualty prior to the Closing, Buyer will close the transaction contemplated in this Agreement, Buyer will receive a credit against the Purchase Price equal to the proceeds received by Sellers and attributable to the Property from such casualty (less any amounts expended by Sellers to repair or restore the Property or to recover the insurance proceeds), and Buyer shall will also receive a credit at Closing for against the Purchase Price equal to the sum of the deductible under Sellers' insurance policy regarding such casualty plus an amount equal to any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at to the Property as a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date result of such damage or destruction; casualty, and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable Sellers will assign to Buyer and will continue pending restoration and repair of all claims for such insurance proceeds attributable to the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementProperty.”

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may on or before 30 days after Purchaser’s receipt of notice thereof either (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further right or obligation hereunder, other than the Surviving Obligations (provided, however, that Purchaser shall not be entitled to terminate this Agreement or obtain a refund of the Xxxxxxx Money if, within 15 days of the date the Property is damaged, Seller until shall be able to demonstrate reasonably to Purchaser that Seller can repair such damage and proceed with construction of the Closing. In Improvements so that Completion of the event of any minor damage or destruction Work occurs prior to the Property Outside Completion Date, or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can the amount of any uninsured or underinsured loss, and there shall be restored no other reduction in the Purchase Price. If the Property suffers any damage less than Two Hundred Fifty Thousand and repaired within 120 days from no/100 Dollars ($250,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk Except as provided in Sections 5 of loss this Agreement, Seller assumes all risks and liability 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 the Property, or any part thereof, suffers any damage in excess of the Casualty Amount, or any damage not compensible under Seller's insurance coverages, prior to the Closing from fire or other casualty casualty, which Seller, at its sole option, does not elect to repair, Purchaser may either at or prior to Closing (a) terminate this Agreement in which event the Termination Option Payment (or so much thereof as has been paid by Purchaser) shall be borne returned to Purchaser, 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 (less an amount equal to any expenses and costs incurred by Seller until to repair or restore the Closing. In Property and any portion of such proceeds paid or to be paid on account of the event loss of any minor damage rents or destruction other income from the Property for the period prior to and including the Closing Date, all of which shall be payable to Seller), to the Property or any portion thereofextent the amount of such insurance does not exceed the Purchase Price, Seller and Buyer shall proceed be assigned to close under this Agreement and Buyer will receive (and Seller will assign to Buyer 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 Buyer Purchaser shall receive a credit at Closing against the Purchase Price for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of the deductible applicable to Seller's insurance claim. If the Property, or any part thereof, suffers any damage less than the Casualty Amount prior to the Closing which is compensible under Seller's insurance coverages, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such loss, Seller being damage plus an amount equal to Seller's deductible under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit its insurance policy and there shall be returned to Buyer and no reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss In the event a casualty results in damage to any Property that would give a Tenant the right to, and Tenant does, deliver notice to the Property from fire applicable Owner to terminate its Lease and such terminated Lease(s) results in a reduction of net operating income in an amount greater than Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in the aggregate for all Properties (measured on the current in place net operating income for the Properties as of the Effective Date), Purchaser will have the option, exercisable within fifteen (15) days after receipt of Seller's notice that Tenant has cancelled the Lease, of either (i) declaring this Agreement terminated in which event the Title Company will refund to Purchaser the entire Deposit whereupon this Agreement and all rights of the Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, except that Purchaser will continue to be liable for the Surviving Obligations, or other casualty shall (ii) closing in accordance with this Agreement and paying 25 in full the Sales Price, except as set forth below. If Purchaser fails to timely make an election pursuant to the foregoing sentence, Purchaser will be borne by Seller until deemed to have elected to proceed with the Closingpurchase of the Interests in accordance with clause (ii) above. In If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the event of any minor damage or destruction other casualty to the Property or any portion thereofProperties, Seller and Buyer Purchaser shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer Purchaser at the Closing, Closing Seller’s rights under any insurance policies to receive) any receive 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 (other than reasonable costs of collection of such proceeds and amounts expended by Seller to secure the Properties safely or to repair the Properties) and Purchaser shall assume responsibility for such repair, and Buyer (subject to Tenant’s obligations under the Leases) to repair the Properties. The Purchaser also shall receive a credit at Closing for any deductible, uninsured or coinsured amount deductible required by any Lease to be paid by any Owner under said insurance policies. For purposes of this Agreement, policies and not expended to secure or repair the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementProperties.

Casualty. Risk of loss Seller assumes all risks and liability 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 any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Two Hundred Thousand and no/100 Dollars ($200,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement with respect to the Casualty Property, in which event (i) the allocable portion of the Deposit for the Casualty Project, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, (ii) the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer parties shall proceed to close under this Agreement Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and Buyer will receive (and Seller will assign c) neither party shall have any further right or obligation hereunder with respect to Buyer at the ClosingCasualty Property, other than the Surviving Obligations relating thereto, or (b) consummate the Closing with respect to all of the Property, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or restored at a cost underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Two Hundred Thousand and No/100 no/100 Dollars ($200,000.00) or less; prior to the Closing, Purchaser agrees that it will consummate the Closing with respect to all of the Property and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk Seller shall promptly upon learning thereof give Purchaser written notice of loss any damage to the Property occurring prior to the Closing. Except as otherwise provided in this Agreement, Seller assumes all risks and liability 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 the Property, or any part thereof, suffers any damage in excess of Two Million Two Hundred Thousand Dollars ($2,200,000) prior to the Closing from fire or other casualty shall be borne which Seller, at its sole option, does not elect to repair, Purchaser may either at or prior to Closing by Seller until the Closing. In the event of any minor damage or destruction delivering written notice to the Property or any portion thereof, Seller and Buyer shall proceed to close under Escrow Holder within ten (10) business days after Purchaser has received written notice from Seller (a) terminate this Agreement and Buyer will receive the provisions of Section 2.4 shall apply, or (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds covering such damage (including any rent loss insurance applicable less an amount equal to any expenses and costs incurred by Seller to collect or adjust such insurance or to repair or restore the Property and any portion of such proceeds paid or to be paid on account of the loss of Rents or other income from the Property for the period on prior to and after including the Closing Date) due Seller as a result , all of which shall be payable to Seller), to the extent the amount of such damage or destruction insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit at Closing for the deductible and the amount of any deductibleuninsured loss. If the Property, uninsured or coinsured amount under said insurance policies. For purposes of this Agreementany part thereof, the term “minor suffers any damage equal to or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of less than Two Million Two Hundred Thousand and No/100 Dollars ($200,000.002,200,000) or less; prior to the Closing, Purchaser agrees that it will consummate the Closing and (ii) which can be restored and repaired within 120 days from accept the date assignment of the proceeds of any insurance covering such damage or destruction; and (iii) in which plus an amount equal to Seller’s rights deductible under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit any uninsured loss and there shall be returned to Buyer and no reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss to the Property from or damage by earthquake, hurricane, tornado, flood, landslide, fire or other casualty shall be borne and assumed by Seller until the ClosingSellers. In the event of any minor damage or destruction If prior to the Property or Closing any Material Damage (as hereinafter defined) occurs to any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at of 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 Property as a result of earthquake, hurricane, tornado, flood, landslide, fire or other casualty, Sellers shall immediately notify Purchaser of such fact. In such event, Purchaser shall have the option to terminate this Agreement upon written notice to Sellers given not later than thirty (30) days after Purchaser’s receipt of such notice from Sellers. Upon such termination, Escrow Agent shall return the Deposit to Purchaser, the parties shall equally share the cancellation charges, if any, of Escrow Agent and Title Company, and neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement. Purchaser shall have no right to terminate this Agreement as a result of any damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for of any deductible, uninsured or coinsured amount under said insurance policies. For purposes portion of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) that does not permit any Tenant to terminate its Tenant Leaseconstitute Material Damage. In the event of such minor damage If Purchaser does not elect or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under has no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit Sellers shall assign and turn over, and Purchaser shall be returned entitled to Buyer receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at Purchaser’s option and cost) and Purchaser 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 have no further obligations proceed to or recourse against each other except for provisions that expressly survive termination the Closing pursuant to the terms hereof without modification of the terms of this Agreement. If Purchaser does not elect or has no right to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of any insurance claim. As used herein, the term “Material Damage” shall mean damage or destruction, the cost of repair of which exceeds Three Million and 00/100 ($3,000,000.00) Dollars.

Casualty. Risk (a) If, at any time after the Effective Date and prior to Closing or earlier termination of loss to the Property from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage or destruction to this Agreement, the Property or any portion thereofthereof are destroyed or damaged by fire or any other casualty (a “Casualty”), Seller and Buyer shall proceed give written notice of each such Casualty to close under this Agreement and Buyer will receive (and Seller will assign to Buyer 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 Purchaser promptly after the Closing Date) due Seller as a result occurrence of such Casualty, and, if the cost to repair the damage resulting from such Casualty would equal or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two exceed One Hundred Thousand and No/100 Dollars ($200,000.00100,000.00) or less; and (ii) which can be restored and repaired within 120 days from such Casualty would otherwise materially impair the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair value of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such lossProperty, Seller being under no obligation to do so, Buyer Purchaser shall have the right to elect, by providing written notice to Seller within thirty (30) days after Purchaser’s receipt of written notice of such Casualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall (A) provide Purchaser with a credit against the Deposit Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible plus any uninsured amount of the repair or restoration cost, and (z) the reasonable estimated costs for the repair or restoration of the Property required by such Casualty, and (B) transfer and assign to Purchaser 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 with respect the Property (except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by any Seller for the period prior to the Closing) to the extent assignable, and if such proceeds are not assignable, Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds. If the Closing is scheduled to occur within Purchaser’s thirty (30) day election period, the Closing Date shall, upon Purchaser’s election, be returned to Buyer and postponed until the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination date which is five (5) Business Days after the expiration of this Agreementsuch thirty (30) day election period.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause (other than that caused by Buyer or Buyer’s agents) until the Closing has been consummated. If the Property, or any part thereof, suffers any damage equal to or in excess of Five Hundred Thousand and no/100 Dollars ($500,000.00) prior to the Closing from fire or other casualty casualty, Buyer may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by Seller until refunded to Buyer, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be paid and assume responsibility for such repair, assigned to Buyer at the Closing and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured against the Purchase Price in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured loss. If the Property, or any part thereof, suffers any damage less than Five Hundred Thousand and repaired within 120 days from no/100 Dollars ($500,000.00) prior to the date Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability 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 any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement with respect to the Casualty Property, in which event (i) the allocable portion of the Deposit for the Casualty Project, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, (ii) the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer parties shall proceed to close under this Agreement and Buyer will receive (and Seller will assign Closing with respect to Buyer at the Closing, remainder of the Property if Seller’s rights under insurance policies consents to receivesuch sale, which consent shall not be unreasonably withheld, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and (iii) neither party shall have any further right or obligation hereunder with respect to the Casualty Property, other than the Surviving Obligations relating thereto, or (b) consummate the Closing with respect to all of the Property, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance proceeds (covering such damage, including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due , shall be assigned by Seller as a result of such damage or destruction to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser will consummate the Closing with respect to all of the Property and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk In the event that (a) all or any portion of loss to the Property from an Asset shall be damaged or destroyed by fire or other casualty (a “Casualty”) prior to Closing, and (b) either such Casualty is not a Major Casualty or Purchaser has elected not to terminate this Agreement with respect to such Asset due to such Major Casualty, this Agreement shall be borne by Seller until the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller remain in full force and Buyer effect and both Parties shall proceed to close under this Agreement and Buyer will receive (and the transactions contemplated herein pursuant to the terms hereof, in which event the applicable Seller will assign shall deliver to Buyer Purchaser at the Closing, Seller’s rights under insurance policies to receiveClosing (i) any insurance proceeds actually received by such Seller attributable to such Asset from such casualty (including except for proceeds previously used in connection with repairs to such Asset) and (ii) the amount of any rent loss insurance applicable deductible(s) under the Insurance Policies, and shall assign to Purchaser at the Closing all of such Seller’s right, title and interest in and to any claims which such Seller may have under the Seller Insurance Policies covering such Asset, and there shall be no reduction in the Purchase Price. As used in this Agreement, a “Major Casualty” with respect to an Asset shall mean the cost of repairing the damage from the Casualty, together with any loss of rentals or business interruption attributable to the period on of time after Closing, exceeds the lesser of (a) Ten Million Dollars ($10,000,000), and (b) fifteen percent (15%) of the Allocated Purchase Price for such Asset, with respect to all Assets other than the Ventana Inn & Spa, or exceeds the lesser of (i) Five Million Dollars ($5,000,000), and (ii) fifteen percent (15%) of the Allocated Purchase Price for the Ventana Inn & Spa. Purchaser may elect to terminate this Agreement with respect to any Asset subject to Major Casualty proceedings (but not any other Asset under this Agreement or any Other Asset) by giving written notice of its election to Sellers not more than ten (10) Business Days after the Purchaser receives notice of such 49 Casualty; Purchaser’s failure to give written notice to Sellers within such ten (10) Business Day period shall constitute Purchaser’s election to proceed to Closing Date) due Seller with respect to such Asset. If Purchaser timely elects to terminate this Agreement with respect to an Asset as a result of such damage or destruction and assume responsibility a Major Casualty as provided in this Section 12.2, the Title Company shall return the Allocable Exxxxxx Money for such repair, Asset to Purchaser and Buyer neither Sellers nor Purchaser shall receive a credit at Closing have any further rights or obligations under this Agreement with respect to such terminated Asset except for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair obligations of the damage or destruction; and (iv) does not permit any Tenant Parties as to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that Asset which expressly survive termination of this Agreement, including, Purchaser’s obligations under Section 5.3 of this Agreement. Purchaser acknowledges and agrees that the foregoing provisions of this Section 12.2 are inapplicable to the fire damage at the Ventana Inn & Spa that occurred prior to the Effective Date and is the subject of the Ventana Renovation Work, and that the applicable Seller shall have the right to retain all insurance proceeds pertaining to such damage. Purchaser further acknowledges and agrees that the Sellers have advised Purchaser, and that this sentence shall constitute Seller’s notification pursuant to Section 12.3 below, of another fire that occurred at the Ventana Inn & Spa after the Effective Date.

Casualty. Risk In the event that, prior to Closing, all or a Material Portion (as defined below) of loss to the Property from fire is damaged or destroyed by fire, windstorm, flood or other casualty (whether or not insured) or is taken by or subject to any condemnation or expropriation proceeding, Purchaser, at Purchaser's election shall be borne by Seller until the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under either: i) terminate this Agreement and Buyer will receive by written notice to Seller within fifteen (and Seller will assign to Buyer at 15) days of Purchaser's notice of the Closingdamage, 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 Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, case the Deposit shall be returned to Buyer Purchaser, this Agreement shall become terminated and the parties neither party shall have no any further obligations hereunder; or ii) proceed to Closing with a credit, adjustment to Purchaser in the Purchase Price equal to Seller's casualty insurance policy deductible amount, and at Closing, Seller shall assign to Purchaser all of its rights, title and interest in and to any insurance proceeds or recourse against each other condemnation awards and shall thereafter permit Purchaser to conduct all negotiations and enter into all agreements with respect thereto. If the casualty shall be deemed immaterial in accordance with this Section of the Agreement, Purchaser shall not be released from its obligations hereunder, but at Closing, Seller shall assign to Purchaser all of its rights, title and interest in and to any insurance proceeds or condemnation awards, shall thereafter permit Purchaser to conduct all negotiations and enter into all agreements with respect thereto and shall reduce the cash down payment portion of the Purchase Price by an amount equal to Purchaser's insurance deductible. Provided, however, that if all or any part any casualty is not covered by insurance and Seller chooses not to remedy or repair the casualty, then notwithstanding the generality of the foregoing Purchaser shall have the right to elect, by written notice thereof to Seller within fifteen (15) days after Seller gives written notice to Purchaser of such lack of insurance coverage, to terminate this Agreement, in which event this Agreement shall terminate and neither party shall have any further obligations hereunder except for provisions that expressly survive termination the Deposit shall be returned immediately to Purchaser. For the purposes of this AgreementSection, “Material Portion” means such damage, destruction or taking as is in excess of ten (10%) percent of the Property and which renders use of the Property as currently used economically unfeasible.

Casualty. Risk of loss up to and including the Property from fire or other casualty Closing Date shall -------- be borne by Seller until the ClosingSeller. In the event of any minor immaterial damage or destruction to the Property or any portion thereof, Seller and Buyer Purchaser shall proceed to close under this Agreement Agreement, and Buyer Purchaser will receive (and Seller will assign to Buyer Purchaser at the Closing, Closing Seller’s '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 Buyer 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 “minor "immaterial damage or destruction” " shall mean such instances of damage or destruction -------------------------------- destruction: (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) 250,000.00 or less; and (ii) which can be restored and repaired within 120 sixty (60) days from the date of such damage or destruction; (iii) which are not so extensive as to allow any tenant leasing 5,000 rentable square feet or more at the Property to terminate its Lease on account of such damage or destruction; and (iiiiv) in which Seller’s 's rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer Purchaser and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor any material damage or destruction and to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller under any provision given within the earlier of this Agreement twenty (20) days after Purchaser is unable or refuses to credit to Buyer the amount notified by Seller of such lossdamage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller being under no obligation of such damage or destruction (and if necessary the Closing Date shall be extended to do so, Buyer shall have give Purchaser the right full 10-day period to make such election): (i) terminate this Agreement, whereupon Escrow Agent shall immediately return the Deposit Xxxxxxx Money to Purchaser, or (ii) proceed to close under this Agreement, 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 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 returned deemed to Buyer and have elected to proceed with the parties shall have no further obligations Closing as provided in clause (ii) of the preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with Purchaser after the Closing to or recourse against each other except for provisions that expressly survive termination assist Purchaser in obtaining the 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. Risk of loss In the event a casualty results in damage to any Property that would give a Tenant the right to, and Tenant does, deliver notice to the Property from fire applicable Owner to terminate its Lease and such terminated Lease(s) results in a reduction of net operating income in an amount greater than Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in the aggregate for all Properties (measured on the current in place net operating income for the Properties as of the Effective Date), Purchaser will have the option, exercisable within fifteen (15) days after receipt of Seller's notice that Tenant has cancelled the Lease, of either (i) declaring this Agreement terminated in which event the Title Company will refund to Purchaser the entire Deposit whereupon this Agreement and all rights of the Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, except that Purchaser will continue to be liable for the Surviving Obligations, or other casualty shall (ii) closing in accordance with this Agreement and paying in full the Sales Price, except as set forth below. If Purchaser fails to timely make an election pursuant to the foregoing sentence, Purchaser will be borne by Seller until deemed to have elected to proceed with the Closingpurchase of the Interests in accordance with clause (ii) above. In If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the event of any minor damage or destruction other casualty to the Property or any portion thereofProperties, Seller and Buyer Purchaser shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer Purchaser at the Closing, Closing Seller’s rights under any insurance policies to receive) any receive 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 (other than reasonable costs of collection of such proceeds and amounts expended by Seller to secure the Properties safely or to repair the Properties) and Purchaser shall assume responsibility for such repair, and Buyer (subject to Tenant’s obligations under the Leases) to repair the Properties. The Purchaser also shall receive a credit at Closing for any deductible, uninsured deductible required by any Lease or coinsured amount Ground Lease to be paid by any Owner under said insurance policies. For purposes of this Agreement, policies and not expended to secure or repair the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementProperties.

Casualty. Risk of loss Seller assumes all risks and liability 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 any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement with respect to the Casualty Property, in which event (i) the allocable portion of the Deposit for the Casualty Project, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, (ii) the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer parties shall proceed to close under this Agreement Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and Buyer will receive (and Seller will assign c) neither party shall have any further right or obligation hereunder with respect to Buyer at the ClosingCasualty Property, other than the Surviving Obligations relating thereto, or (b) consummate the Closing with respect to all of the Property, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due , shall be assigned by Seller as a result of such damage or destruction to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Cash Portion at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser agrees that it will consummate the Closing with respect to all of the Property and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Cash Portion in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss to the Property from fire or other casualty shall be borne by Seller until the Closing. (a) In the event of any minor fire or other casualty damage or destruction to the Property or any portion part thereof, then, at either party’s option, by written notice to the other party within ten (10) business days in the case of a termination by the Whitehall Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at and/or the ClosingGMH Sellers, 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 Partnership becomes aware of such damage or destruction and assume responsibility for such repairor, and Buyer shall receive in the case of a credit at Closing for any deductibletermination by Purchaser, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date after Purchaser receives notice of such damage or destruction; and (iii) in which from Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to either may terminate this Agreement, in which event the Deposit shall be returned refunded to Buyer Purchaser, this Agreement shall be terminated, and the parties shall have no further obligations to each other. If neither party terminates this Agreement as aforesaid, Purchaser shall have the right, upon the occurrence of such event, at its sole option, to elect to consummate the sale without a reduction of the Purchase Price on account of the same, except that Purchaser shall receive a credit against the Purchase Price for the amount of any deductible applicable under the Partnership’s insurance policy. Notwithstanding the foregoing, Purchaser shall, however, be obligated to close hereunder if the cost to repair such damage shall be less than One Million Dollars ($1,000,000.00) and such damage is fully covered by insurance or recourse the Partnership agrees in writing to provide a credit to Purchaser against each other except for provisions that expressly survive termination the Purchase Price in an amount equal to the lesser of this Agreement(i) the actual costs to repair such damage less the sum of (A) the amount of any insurance proceeds available to Purchaser plus (B) the amount of the deductible under the Partnership’s insurance policy or (ii) the sum of One Million Dollars ($1,000,000) less the sum of (A) the amount of any insurance proceeds available to Purchaser plus (B) the amount of the deductible under the Partnership’s insurance policy.

Casualty. Risk Except as provided in SECTIONS 4.2 and 5.1 of loss this Agreement, and only as applicable, Seller assumes all risks and liability 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 the Property, or any part thereof, suffers any damage in excess of $250,000.00 prior to the Closing from fire or other casualty casualty, Purchaser may, within forty-five (45) days after receiving actual notice of such casualty, either (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by Seller until refunded to Purchaser and neither party shall have any further right or obligation hereunder other than 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 (less an amount paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which shall be payable to Seller), to the extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing. In If the event of any minor damage or destruction to the Property Property, or any portion part thereof, Seller and Buyer shall proceed suffers any damage less than $250,000.00 prior to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of covering such damage or destruction plus an amount equal to Seller's deductible under its insurance policy and assume responsibility for such repairthere shall be no reduction in the Purchase Price. Seller hereby agrees that in its notice of the casualty delivered to Purchaser, and Buyer Seller shall receive a credit at Closing for any deductibleinclude, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, to the term “minor damage or destruction” shall mean such instances of damage or destruction extent available: (i) which can be repaired the supporting information with respect to how Seller determined whether the Property, or restored at a cost any part thereof, suffered damage in excess of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; 250,000, and (ii) which can be restored and repaired within 120 days any written notices received by Xxxxx Xxxxxxxx after the Effective Date from the date of Seller's insurance carrier denying Seller coverage for such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementcasualty.

Casualty. Risk of loss If, prior to the Closing Date, the Real Property from 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 tenant of the Building are damaged as a result of fire or other 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, then either Seller or Purchaser shall 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 borne by 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 until agrees to give Purchaser notice of any fire or other casualty within forty-eight (48) hours after learning of any such event. The failure of either party to give such notice of termination within the Closingaforesaid ten (10) day period shall be conclusive evidence that such party has waived such option to terminate. In the event of any minor fire or other casualty causing damage (a) in an amount less than the Material Damage Amount, or destruction to (b) in an amount more than the Property Material Damage Amount or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at if a tenant of 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 Building terminates its Lease as a result of such damage or destruction and assume responsibility for such repaircasualty loss, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) but with respect to which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does either party has not permit any Tenant elected to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses as aforesaid, then, provided Purchaser has waived all conditions precedent to credit to Buyer the amount of such loss, Seller being under no Purchaser's obligation to do soperform hereunder, Buyer Purchaser shall have the right to control the adjustment and 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 event, Seller will also credit against the Base 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 Base Purchase Price. If the 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 the Deposit Initial Closing shall be returned delayed until such election is made or deemed to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementbeen made.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property from fire by fire, storm, accident, or any other casualty shall be borne by Seller or cause until the ClosingClosing has been consummated. In If the event of any minor damage or destruction to the Property Property, or any portion part thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) suffers 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 Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost in excess of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from after the date of this Agreement and prior to the Closing from fire or other casualty, which Seller, at its sole option, does not repair, Purchaser may either at or prior to Closing (a) terminate this Agreement and receive a refund of the Deposit and neither party will have any further right or obligation hereunder except for the Survival 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 (less an amount equal to any expenses and costs incurred by Seller to repair or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering restore the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair be paid on account of the damage loss of rents or destruction; other income from the Property for the period prior to and (iv) does not permit any Tenant including the Closing Date, all of which shall be payable to terminate its Tenant Lease. In Seller), to the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer extent the amount of such lossinsurance does not exceed the Purchase Price, plus Seller’s deductible under its insurance policy, shall be assigned to Purchaser at the Closing. If the Property, or any part thereof, suffers any damage less than Two Hundred Thousand and No/100 Dollars ($200,000.00) after the date of this Agreement and prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, plus Seller’s deductible under its insurance policy, and there shall be no reduction in the Purchase Price. Seller shall maintain casualty insurance for the Property through the Closing Date and, if Purchaser is entitled to insurance proceeds pursuant to this Section 7.2, Seller being under no obligation to do so, Buyer shall have cooperate with Purchaser in good faith in connection with the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination prosecution of this Agreementany such insurance claim.

Casualty. Risk of loss Seller assumes all risks and liability 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 any of the self storage facilities comprising the Property suffers any damage in an amount equal to or in DOCVARIABLE BABC_DocID excess of One Hundred Thousand and no/100 Dollars ($100,000.00) prior to the Closing from fire or other casualty casualty, Purchaser, within ten (10) days after receipt of written notice thereof from Seller, may either (a) terminate this Agreement as to all of the Property, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions that may be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In Surviving Obligations, or (b) consummate the Closing with respect to all of the Property, in which latter event all of Seller's right, title and interest in and to the proceeds of any minor damage or destruction to the Property or any portion thereofinsurance covering such damage, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall be assigned to Purchaser at the Closing, Purchaser shall receive a credit against the Purchase Price at Closing for in an amount equal to Seller's deductible under its insurance policy, and there shall be no reduction in the Purchase Price. If any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor self storage facilities comprising the Property suffers any damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two less than One Hundred Thousand and No/100 no/100 Dollars ($200,000.00100,000.00) or less; prior to the Closing, Purchaser will consummate the Closing and (ii) which can be restored accept the assignment of the proceeds of any insurance covering such damage, including any and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property (or portions thereof) are assignable period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to Buyer Seller's deductible under its insurance policy, and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit there shall be returned to Buyer and no reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property, or any part thereof, suffers any damage in excess of thirty percent (30%) of the Purchase Price prior to the Closing from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage casualty, which Seller, at its sole option, does not elect to repair, Purchaser may either at or destruction prior to the Property Closing (a) terminate this Agreement, or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies 's right, title and interest in and to receive) the proceeds of any insurance covering such damage (less an amount equal to any expenses and costs incurred by Seller to repair or restore the Property and any portion of such proceeds (including any rent paid or to be paid pursuant to rental loss insurance applicable on account of the loss of rents or other income from the Property for the period prior to any period on and after including the Closing Date) due Seller as a result , all of such damage or destruction and assume responsibility for such repairwhich shall be payable to Seller), and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, to the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer extent the amount of such lossinsurance does not exceed the Purchase Price, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned assigned to Buyer Purchaser at the Closing. If the Property, or any part thereof, suffers any damage less than thirty percent (30%) of the Purchase Price prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the parties assignment of the proceeds of any insurance covering such damage plus Seller shall have pay to Purchaser an amount equal to Seller's deductible under its insurance policy and there shall be no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementreduction in the Purchase Price.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property, or any part thereof, suffers any damage equal to or in excess of One Million and no/100 Dollars ($1,000,000) prior to the Closing from fire or other casualty casualty, Seller shall promptly provide Buyer with written notice thereof and Buyer may either at or prior to Closing (a) terminate this Agreement by notice to Seller and Escrow Agent, in which event the Xxxxxxx Money shall be borne by Seller until promptly refunded to Buyer, and neither party shall have any further right or obligation hereunder, other than any obligations expressly surviving the Closing. In the event of any minor damage termination hereof, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, shall be assigned to Buyer at the Closing and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured against the Purchase Price in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured loss. If the Property, or any part thereof, suffers any damage equal to less than One Million and repaired within 120 days from no/100 Dollars ($1,000,000) prior to the date Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss If any "major" damage to the Property 2101 Kennedy Building occurs prior xx xxx exercise of the option granted herein, Buyer shall elect within thirty (30) days of notice from fire Owner as to the amount of insurance proceeds to be received by Owner whether Buyer (i) wishes to terminate its rights under this Option Agreement, or other (ii) wishes to then exercise its option and close pursuant to the Exhibit B Purchase Agreement (without regard to the provisions therein as to casualty and damage) with a credit against the Purchase Price equal to the actual insurance proceeds received by Owner but in no event shall such credit exceed the excess of the Purchase Price over one-half of the cash portion of the Option Fee. If any "minor" damage to the 2101 Kennedy Building occurs prior xx xxx exercise of the option granted herein, Owner must use the available insurance proceeds to restore such building unless within thirty (30) days of notice from Owner as to the amount of insurance proceeds to be borne received by Seller until Owner, Buyer elects to exercise its option and close pursuant to the ClosingExhibit B Purchase Agreement (without regard to the provisions therein as to casualty and damage) with Buyer receiving a credit against the Purchase Price equal to the actual insurance proceeds received by Owner but in no event shall such credit exceed the excess of the Purchase Price over one-half of the cash portion of the Option Fee. In If any damage occurs to the 659 Cleveland Building prior tx Xxxxx'x xxxxxxxx xx its option herein granted, Owner can solely elect whether to restore such building or in the event Buyer exercises its option to give a credit to Buyer against the Purchase Price of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any applicable insurance proceeds (including any rent loss insurance applicable to any period on and after received by Owner but in no event shall such credit exceed the Closing Date) due Seller as a result excess of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policiesthe Purchase Price over one-half of the cash portion of the Option Fee. For purposes of this Agreementparagraph 11, a "major" damage is defined as damage more than 25% of the term “minor value of the 2101 Kennedy Building and a "minor" xxxxxx is defined as damage to such building in an amount less than or destruction” shall mean such instances equal to twenty- five percent (25%) of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date value of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementbuilding.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk If any portion of loss the Property is damaged or destroyed prior to the Closing Date and (i) such damage or destruction is fully covered by Seller’s insurance (except for the deductible amounts thereunder), (ii) the repair would cost less than $1,500,000, (iii) the repair or restoration can be fully completed and the damaged portion of the Property from fire ready for re-occupancy within six (6) months following the date of the casualty, as determined in the good faith business judgment of an independent third-party general contractor or other casualty construction manager mutually selected by Buyer and Seller, (iv) the insurer agrees to timely pay for the entire cost of such repair, and (v) would not result in the termination of Lease (in addition to the partial termination contemplated in the Lease Amendment), then this Agreement shall be borne by Seller until remain in full force and effect and, subject to the Closingsatisfaction of the closing conditions set forth in Sections 11 and 12, Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the event Purchase Price equal to the deductible amount under Seller’s insurance, and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of insurance on account of such damage or destruction (including rental loss insurance). Otherwise, if any portion of the Property is damaged or destroyed prior to the Closing Date Buyer shall have the right upon written notice to Seller within ten days after notice of such damage or destruction to (a) terminate this Agreement and receive a refund of its Deposit, together with all interest thereon, or (b) proceed with the purchase of the Property under this Agreement and receive an assignment of all of Seller’s insurance policies and proceeds and a credit against the Purchase Price for the amount of any minor deductible plus any insurance proceeds previously paid to Seller for such damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at extent not applied toward 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 Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant damage. The failure of Buyer to terminate its Tenant Leaseprovide such written notice shall be deemed an election to terminate. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, extend the Deposit shall be returned Closing Date for ten business days to Buyer evaluate the scope of the damage and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementavailable insurance under Seller’s insurance policy.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further rights or obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under right, title and interest in and to the proceeds of any insurance policies to receive) covering such damage, and including any and all rent loss insurance proceeds (including any rent loss insurance applicable net of expenses incurred by Seller to any protect and restore the Property following the damage) relating to the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for in an amount equal to Seller’s deductible under its insurance policy. If the Property suffers any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two less than One Hundred Fifty Thousand and No/100 no/100 Dollars ($200,000.00150,000.00) or less; prior to the Closing, Purchaser will consummate the Closing and (ii) which can be restored accept the assignment of the proceeds of any insurance covering such damage, including any and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property (or portions thereof) are assignable period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate Seller’s deductible under its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementinsurance policy.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of One Hundred Thousand and no/100 Dollars ($100,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by refunded to Purchaser, without the consent or joinder of Seller until being required, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than One Hundred Thousand and repaired within 120 days from no/100 Dollars ($100,000.00) prior to the date Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss If, prior to the Closing Date, all or any portion of the Real Property from and Improvements is destroyed or damaged by fire or other casualty shall casualty, Seller will not be borne by Seller until the Closing. In the event of obligated to repair any minor damage or destruction to the Real Property and Improvements, but (x) Seller will assign at Closing and turn over to Purchaser the insurance proceeds net of the following (collectively, the “Collection Costs”): (i) the costs (including reasonable attorneys’ fees) incurred by Seller in connection with the settlement of any insurance claim with respect to such casualty, (ii) the proceeds of any rental loss, business interruption or similar insurance that are allocable to the period prior to the Closing Date, and (iii) the reasonable out-of-pocket costs incurred by Seller in stabilizing and/or restoring the Property following such casualty (or if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty and (y) the parties will proceed to the Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive a credit for any proceeds received by Seller and a credit for any uninsured amount or insurance deductible that is actually deducted from the proceeds made available to Purchaser (collectively, the “Deductible”). Notwithstanding the foregoing, in the event that the casualty causes damage, the cost of which to repair shall equal or exceed $15,000,000 or the casualty is of such a nature as to entitle an Anchor Tenant or any portion other Tenants occupying more than twenty-five percent (25%) of the rentable square feet in the aggregate to terminate its or their Leases pursuant to the terms thereof, Seller and Buyer shall proceed to close under Purchaser, at its election may (i) terminate this Agreement and Buyer will receive the return of its Xxxxxxx Money Deposit, whereupon, the parties shall be relieved of all obligations hereunder, except with respect to the Termination Surviving Obligations; or (ii) proceed with the Closing, and Seller will assign at Closing and turn over to Buyer at Purchaser the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds net of the Collection Costs (including any rent loss insurance applicable or if such have not been awarded, all of its right, title and interest therein) payable with respect to any period on and after the Closing Date) due Seller as a result of such damage fire or destruction and assume responsibility for such repairother casualty, and Buyer 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 “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand proceeds received by Seller and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days any Deductible that is actually deducted from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable proceeds made available to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchaser.

Casualty. Risk of loss 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 require in excess of $750,000 to repair and restore, Seller will notify Purchaser of such fact (the “Seller’s Casualty Notice”), and 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 be borne by Seller until entitled to the Closingreturn of the Deposit, and thereafter neither party shall have any rights or obligations under this Agreement, other than the Surviving Obligations . In If Purchaser does not terminate this Agreement, it shall remain in full force and effect, Purchaser agrees that it will consummate the event 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 minor damage or destruction to the Property or any portion thereofinsurance covering such damage, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any for the period on and after the Closing Date) due (less an amount equal to any expenses and costs incurred by Seller as a result to collect or adjust such insurance or to secure the Improvements or initiate repairs or restoration of the Property, and any portion of such damage proceeds paid or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured to be paid on account of the loss of rents or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days other income from the date of such damage or destruction; Property for the period prior to and including the Closing Date shall be payable to Seller (iii) in which Seller’s rights under its rent loss insurance policy covering collectively, “Seller Expenses”), to the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer extent the amount of such lossnet 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 be no reduction in the Purchase Price or obligation of Seller being under no obligation to do so, Buyer shall have complete restoration. If prior to the right to terminate this AgreementClosing, the Deposit Property, or any part thereof, suffers any such damage which will in Seller’s reasonable estimate require less than $750,000 to repair or restore, Purchaser agrees that it will consummate the Closing and accept the assignment of the net proceeds (or rights under the policy) of any insurance covering such damage, including any rent loss insurance for the 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, and there shall be returned no reduction in the Purchase Price or obligation of Seller to Buyer complete restoration. Seller agrees that from and after the parties date hereof and until the Closing Seller shall have no further obligations carry all insurance coverage which it presently carries on the Property. Seller’s existing liability and property insurance pertaining to or recourse against each other except for provisions that expressly survive termination the Property shall be canceled as of this Agreementthe Closing Date, and Seller shall be entitled to receive any premium refund due thereon.

Casualty. Risk of loss up to and including the Property from fire or other casualty Closing Date shall be borne by Seller until the ClosingSeller. In the event of any minor immaterial damage or destruction to the Property or any portion thereof, Seller and Buyer Purchaser shall proceed to close under this Agreement Agreement, and Buyer Purchaser will receive (and Seller will assign to Buyer Purchaser at the Closing, 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 Buyer 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 “minor immaterial damage or destruction” shall mean such instances of damage or destruction destruction: (i) which can be repaired or restored at a cost of Two One Hundred Thousand and No/100 Dollars ($200,000.00100,000.00) or less; and (ii) which can be restored and repaired within 120 sixty (60) days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property are sufficient to replace lost rent for a period of eighteen (or portions thereof18) months and are assignable to Buyer Purchaser and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor any material damage or destruction and to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller under any provision given within the earlier of this Agreement twenty (20) days after Purchaser is unable or refuses to credit to Buyer the amount notified by Seller of such lossdamage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller being under no obligation of such damage or destruction (and if necessary the Closing Date shall be extended to do so, Buyer shall have give Purchaser the right full 10-day period to make such election): (i) terminate this Agreement, whereupon Escrow Agent shall immediately return the Deposit shall be returned Xxxxxxx Money to Buyer and the parties shall have no further obligations Purchaser, or (ii) proceed to or recourse against each other except for provisions that expressly survive termination of close under this Agreement., 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 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 preceding sentence. If Purchaser elects clause (ii) above,

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further rights or obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy, and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (or portions thereofi) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; Seller’s deductible under its insurance policy, , and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk If the Improvements, or any part thereof, suffers any damage equal to or in excess of loss $500,000 prior to the Property Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing, by written notice to Seller, elect to either (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by Seller until delivered to Purchaser, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, Seller’s rights under insurance policies in which latter event (or in the event that Purchaser is not entitled to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller terminate as a result of such damage casualty under the following sentence) Purchaser shall receive at the Closing (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or destruction and assume responsibility for on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (or, if Seller’s insurer does not permit such repairpolicy and/or payments to be assigned to Purchaser, Seller agrees to remit to Purchaser any such payments received by Seller subsequent to the Closing Date within ten (10) business days after Seller’s receipt), (y) an assignment of Seller's rights to {10610630;2} 19 payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property, if any (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, Seller agrees to remit to Purchaser any such payments received by Seller subsequent to the Closing Date within ten (10) business days after Seller’s receipt), and Buyer shall receive (z) a credit against the cash balance of the Purchase Price payable at the Closing for any deductible, uninsured or coinsured in an amount under said equal to the aggregate amount of the deductibles with respect to all such insurance policies. For purposes If the Improvements, or any part thereof, suffers any damage less than $500,000 prior to the Closing, Purchaser agrees that it will consummate the Closing under the terms of this Agreement, . Seller shall provide prompt written notice to Purchaser of any fire or casualty at the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Property. Seller’s rights under its rent loss insurance policy covering obligations set forth in this Section 7.2 shall survive the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementClosing.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further rights or obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than One Hundred Fifty Thousand and repaired within 120 days from no/100 Dollars ($150,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (or portions thereofi) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; Seller’s deductible under its insurance policy, and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk Except as otherwise provided herein, the risk of loss to the Property for any damage or loss from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage or destruction to the Property shall remain with Stayton until such time as title has passed to Purchaser pursuant to this Agreement. If a material part of an individual Property is damaged or any portion thereofdestroyed by fire or other casualty, Seller Stayton shall notify Purchaser in writing of such fact and Buyer Purchaser shall have the option to (A) proceed to close Closing with respect to all Properties, (B) terminate this Agreement in its entirety, or (C) terminate this Agreement with respect to any Property with respect to which a material portion of such Property is damaged or destroyed by fire or other casualty (but this Agreement shall remain in full force and effect with respect to the other Properties), in which case (i) such Property shall be excluded from the transactions contemplated under this Agreement Agreement, (ii) the aggregate Cash/Equity Portion of the Purchase Price payable by the Purchaser shall be reduced by the Allocated Cash/Equity Portion of the Purchase Price applicable to such excluded Property and Buyer will receive (and Seller will iii) Purchaser shall not assume the Existing Loans related to such excluded Property. Purchaser shall make the foregoing option by notice to Stayton within ten (10) days after receipt of Xxxxxxx'x notice. If Purchaser elects to proceed to Closing with respect to all Properties pursuant to this Section 11.2, Stayton shall assign to Buyer Purchaser at the ClosingClosing all of Xxxxxxx'x right, Seller’s rights under insurance policies title and interest in and to receive) any the insurance proceeds (including any rent loss awarded or to be awarded to Stayton as the result of such damage or destruction, in which case the Purchase Price shall be reduced by an amount, if any, equal to the excess of the reasonably estimated amount required to complete repairs to the subject Property over the amount of such insurance applicable proceeds. If there is damage to any period on and after or destruction of an immaterial part of a Property by fire or other casualty, Closing shall not be delayed and, at the option of Purchaser, Stayton shall assign to Purchaser at the Closing Date) due Seller all of Xxxxxxx'x right, title and interest in and to the insurance proceeds awarded or to be awarded to Stayton as a the result of such damage or destruction and assume responsibility for such repair, and Buyer the Purchase Price shall receive a credit at Closing for any deductible, uninsured or coinsured be reduced by an amount under said insurance policies. For purposes of this Agreement, equal to the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair excess of the damage or destruction; and (iv) does not permit any Tenant reasonably estimated amount required to terminate its Tenant Lease. In the event of complete such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer repairs over the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit insurance proceeds. An "immaterial" part of any individual Property shall be returned deemed to Buyer have been damaged or destroyed if the reasonably estimated cost of repair or replacement thereof shall be less than 10% of the Allocated Purchase Price for such Property, and a "material" part of any individual Property or group of Properties shall be deemed to have been damaged or destroyed if the parties cost of repair or replacement thereof shall have no further obligations be equal to or recourse against each other except for provisions that expressly survive termination in excess of this Agreement10% of the Allocated Purchase Price thereof.

Casualty. Risk of loss Seller assumes all risks and liability 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 the Property suffers any damage equal to or in excess of One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00), or which would allow any tenant to terminate its lease or xxxxx rent, prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Deposit shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event obligations of any minor damage Purchaser pursuant to Section 3.1.4 and Section 3.1.7 hereof, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss. If the Property suffers any damage less than One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00), Seller being under and no obligation to do so, Buyer shall have tenant has the right to terminate this Agreementits lease or xxxxx rent, prior to the Deposit shall be returned Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to Buyer the period from and after the parties shall have no further obligations Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or recourse against each other except for provisions that expressly survive termination of this Agreementunderinsured loss.

Casualty. Risk of loss If, prior to the Closing Date, all or any part of the Property from is damaged by fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage casualty, whether or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer 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 not such damage or destruction and assume responsibility for such repair, and Buyer shall receive affects a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair material part of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such lossProperty, Seller being under no obligation to do so, Buyer neither party shall have the right to terminate this AgreementAgreement unless the Majority Seller's insurance adjuster determines that the damage is in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00), or one of the Deposit shall be returned tenants in the Property has the right to Buyer terminate or amend (in a manner which would have a material adverse effect on the lessor under the Lease) its lease as a result of the damage, and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of the Sellers by reason of -24- C/M: 11145.0007 465517.8 said destruction or damage. In such event, the Majority Seller on behalf of the Sellers shall cause the Partnership or the REIT to assign over to Buyer at Closing the claim for any casualty insurance proceeds on account of said physical damage or destruction. Buyer shall have no further obligations received copies of the insurance coverage and approved same and the Majority Seller covenants and agrees to cause the Partnership or recourse against each other except for provisions that expressly survive termination the REIT to maintain such insurance through the Closing. In the event the insurance claim is approved and the Majority Seller is obligated pursuant to the terms of this AgreementSection 5.7 to make insurance monies available to Buyer, the Majority Seller shall pay to Buyer any deductible amount under the insurance policy covering the Property together with any such insurance monies. Notwithstanding anything contained herein to the contrary, in the event that the Majority Seller's insurance adjuster determines that the damage is in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00), or any of the tenants in the Property has the right to terminate or amend (in a manner which would have a material adverse effect on the lessor under the lease) its Lease as a result of the damage, in lieu of the foregoing, each of Buyer and the Majority Seller (on behalf of the Sellers) shall have the right to terminate this Agreement prior to the Closing upon written notice to the other.

Casualty. Risk of loss 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”). If the damage from fire or other casualty in Seller’s reasonable estimate will require in excess of $1,000,000.00 to repair and restore or such damage is in excess of $100,000 and is not covered by insurance and Seller is not willing to reduce the Purchase Price by the amount of such uninsured loss, Purchaser may terminate this Agreement by notice to the Seller given within ten (10) days following Seller’s Casualty Notice to Purchaser, in which case Purchaser shall be borne by Seller until entitled to the Closingreturn of the Deposit, and thereafter neither party shall have any rights or obligations under this Agreement, other than the Surviving Obligations. In If Purchaser does not terminate this Agreement, it shall remain in full force and effect, Purchaser agrees that it will consummate the event 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 minor damage or destruction to the Property or any portion thereofinsurance covering such damage, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any for the period on and after the Closing Date) due (less an amount equal to any expenses and costs incurred by Seller as a result to collect or adjust such insurance or to secure the Improvements or initiate repairs or restoration of the Property, and any portion of such damage proceeds paid or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured to be paid on account of the loss of rents or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days other income from the date of such damage or destruction; Property for the period prior to and including the Closing Date shall be payable to Seller (iii) in which Seller’s rights under its rent loss insurance policy covering collectively, “Seller Expenses”)), to the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer extent the amount of such lossproceeds 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 be no reduction in the Purchase Price, except for the uninsured loss as contemplated above, if applicable, or obligation of Seller being under no obligation to do so, Buyer shall have complete restoration. If prior to the right to terminate this AgreementClosing, the Deposit Property, or any part thereof, suffers any such damage which will in Seller’s reasonable estimate require less than $1,000,000.00 to repair or restore, Purchaser agrees that it will consummate the Closing and accept the assignment of the net proceeds (or rights under the policy) of any insurance covering such damage, including any rent loss insurance for the 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, and there shall be returned no reduction in the Purchase Price or obligation of Seller to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementcomplete restoration.

Casualty. Risk of loss In the event a casualty results in damage to any Contributed Property that would give a Tenant the right to, and Tenant does, deliver notice to the Property from fire applicable Owner to terminate its Lease and such terminated Lease(s) results in a reduction of net operating income in an amount greater than Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in the aggregate for all Contributed Properties (measured on the current in place net operating income for the Contributed Properties and the Properties (as defined in the Purchase and Sale Agreement and Purchase and Sale Agreement II) as of the Effective Date), Purchaser will have the option, exercisable within fifteen (15) days after receipt of Seller's notice that Tenant has cancelled the Lease, of either (i) declaring this Agreement terminated in which event the Title Company will refund to Purchaser the entire Deposit whereupon this Agreement and all rights of the Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, except that Purchaser will continue to be liable for the Surviving Obligations, or other casualty shall (ii) closing in accordance with this Agreement and paying in full the Contribution Value, except as set forth below. If Purchaser fails to timely make an election pursuant to the foregoing sentence, Purchaser will be borne by Seller until deemed to have elected to proceed with the Closingpurchase of the Interests in accordance with clause (ii) above. In If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the event of any minor damage or destruction other casualty to the Property or any portion thereofContributed Properties, Seller and Buyer Purchaser shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer Purchaser at the Closing, Closing Seller’s rights under any insurance policies to receive) any receive 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 (other than reasonable costs of collection of such proceeds and amounts expended by Seller to secure the Contributed Properties safely or to repair the Contributed Properties) and Purchaser shall assume responsibility for such repair(subject to Tenant’s obligations under the Leases) to repair the Contributed Properties, and Buyer as applicable. The Purchaser also shall receive a credit at Closing for any deductible, uninsured or coinsured amount deductible required by any Lease to be paid by any Owner under said insurance policies. For purposes of this Agreement, policies and not expended to secure or repair the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementContributed Properties.

Casualty. Risk of loss Seller assumes all risks and liability 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 prior to the Closing the Property suffers any damage equal to or in excess of Three Hundred Thousand and no/100 Dollars ($300,000.00), as estimated by General Contractor, from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If prior to the Closing the Property suffers any damage less than Three Hundred Thousand and repaired within 120 days from no/100 Dollars ($300,000.00), as estimated by General Contractor, prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.