Common use of Damage Clause in Contracts

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any material damage to or destruction of the Property Improvements or any portion thereof, Buyer Purchaser may, at its option, option by notice to Sellers (with a copy to Escrow Holder) Seller given within ten (10) Business Days days after Sellers notify Buyer in writing Seller notifies Purchaser of such damage or destruction (and and, if necessary necessary, the Closing Date shall be extended to give Buyer Purchaser the full ten (10-) day period to make such election): ), either (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this AgreementSubsection 2.2.1 above), or (ii) proceed under this Agreement with no adjustment Agreement, receive an assignment of the Purchase Price, receive payment of any insurance proceeds (including any calculated rent loss insurance insurance, if any, applicable to any period on and after the Closing Date) due Sellers Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible deductible, uninsured or Seller/self-insured amount under said applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance proceeds and policy or insurance policies; provided, however, any final settlement of such agreements from Sellers’ insurersclaim shall be determined by Seller. If the Property is Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the parties shall proceed right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as provided in clause a result of such damage or destruction (ii) aboveless any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “Material material damage” and “Materially materially damaged” means damage (wi) resulting based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the Property not complying with all legal requirements applicable to aggregate twenty percent (20%) or more of the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant rentable square footage of the Property to terminate its Leasetheir Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, or no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) whichSeller, in BuyerSeller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or Sellers’ (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable estimationcontractor repair/restoration estimates obtained by Seller (such date, will take longer than 120 the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to repairPurchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.

Damage. Risk of loss up If, prior to and including the Closing Date Date, all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option (to be borne exercised by Sellers except as expressly set forth hereinPurchaser’s written notice to Seller given within thirty (30) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Subject Property. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed the Exxxxxx Money shall be returned to Purchaser and thereafter neither party will have any further obligations under this Agreement with no adjustment (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), that Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination including, without limitation, a quit claim deed. If Purchaser fails to elect to terminate this Agreement (in the Purchase Pricemanner provided in this Section 11) despite such damage, receive any insurance proceeds (including any rent loss insurance applicable or if the Improvements are damaged but not substantially, Seller shall promptly commence to any period on and after the Closing Date) due Sellers as a result of repair such damage or destruction and assume responsibility for to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and Buyer shall be entitled to receive a credit at the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing for any deductible amount under said insurance policies and any uninsured or underinsured lossDate until repair is completed. If Buyer elects (ii) aboveFor purposes of this Section 11, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. phrase “Material damage” and “Materially substantially damaged” means damage that gives rise to the ability of the Tenant(s) leasing at least fifty percent (w50%) resulting of the rentable square feet in the Subject Property not complying with all legal requirements applicable (in the aggregate) to terminate such Tenants’ Lease(s) pursuant to the Property, (xterms and conditions of such Lease(s) reasonably exceeding $300,000 or (yand such Tenant(s) that entitles any tenant of the Property to actually terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairsuch Lease(s).

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any material damage “damage” (as hereinafter defined) to or destruction of the Property or any portion thereof, Buyer Seller shall promptly notify Purchaser thereof. In the event of such major damage is “major” (as hereinafter defined), Purchaser may, at its sole option, by notice elect to Sellers (proceed with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date (subject to the other provisions of this Agreement) or may terminate this Agreement by delivering written notice thereof to Seller within fifteen (15) days after Purchaser's receipt of Seller's notice respecting the damage. If, within fifteen (15) days of receipt of Seller's notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to Seller, this Agreement shall terminate, all Xxxxxxx Money shall be extended returned to give Buyer Purchaser and, except for obligations of the full 10-day period to make such election): (i) terminate parties which survive termination of this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of hereunder. If Purchaser does not timely elect to terminate this Agreement), or (ii) proceed under Purchaser shall have no further right to terminate this Agreement with no adjustment as a result of the Purchase Pricedamage and in such event, receive any Seller shall assign to Purchaser at Closing all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers or condemnation awards paid or payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies). If the damage is not major, Seller shall assign to Purchaser at Closing all insurance proceeds or destruction condemnation awards paid or payable as a result of such damage and assume responsibility for pay any insurance deductible due under Seller's insurance policy(ies). In the event the damage is not major and prior to Closing sufficient insurance proceeds are not received or committed in writing by the insurance carrier sufficient to repair any damage, Seller shall repair such repair, and Buyer shall receive damage by Closing or give Seller a credit at Closing in an amount sufficient to pay for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If cost unpaid as of Closing for repair of the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means applicable damage (w) resulting in the Property not complying with all legal requirements applicable i.e. to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of restore the Property to terminate its Leasesubstantially the same condition as immediately before such casualty), such amount to be determined by an architect or (z) whichother appropriate professional selected by Seller and approved by Purchaser, in Buyer’s such approval not to be unreasonably withheld, conditioned or Sellers’ reasonable estimation, will take longer than 120 days delayed. Any assignment by Seller to repairPurchaser of insurance proceeds respecting loss of rental income shall be limited to that portion of such proceeds attributable to periods after Closing.

Damage. Risk If the Premises are damaged in whole or part because of loss up fire or other insured casualty (“Casualty”), or if the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Date, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taker to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the Closing Date shall be borne by Sellers except as expressly set forth hereinsame. In the event of Operating Year in which a Casualty occurs, there shall be included in Building Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 15.1, under no circumstances shall Landlord be required to repair any material damage to, or make any repairs to or destruction of the Property or replacements of, any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10Tenant-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairInsured Improvements.

Damage. Risk of loss up If, prior to and including the Closing Date Date, all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option (to be borne exercised by Sellers except as expressly set forth hereinPurchaser’s written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Subject Property. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed neither party will have any further obligations under this Agreement with no adjustment (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), that Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination including, without limitation, a quit claim deed. If Purchaser fails to elect to terminate this Agreement (in the Purchase Pricemanner provided in this Section 11) despite such damage, receive any insurance proceeds (including any rent loss insurance applicable or if the Improvements are damaged but not substantially, Seller shall promptly commence to any period on and after the Closing Date) due Sellers as a result of repair such damage or destruction and assume responsibility for to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Buyer Seller shall complete the repair after the Closing Date and shall be entitled to receive a credit at the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing for Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects damage to the Subject Property is estimated to exceed $1,000,000, (ii) above, Sellers will cooperate with Buyer in obtaining access to or parking on the insurance proceeds and such agreements from Sellers’ insurers. If the Subject Property is not materially damagedadversely affected, then (iii) the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting results in the Subject Property not complying violating any laws or failing to comply with all legal requirements applicable to zoning or any covenants, conditions or restrictions affecting the Subject Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (ziv) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days the damage entitles the Tenant to repairterminate the Lease.

Damage. Risk If the Premises or any portions of loss up the Project serving the Premises are damaged by any peril, Landlord shall restore the Premises and such portions of the Project to and including substantially the Closing Date shall be borne same condition as existed immediately prior to such damage, unless this Lease is terminated by Sellers except Landlord or Tenant as expressly set forth hereinbelow. In Landlord shall have the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice right to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each partyLease, which shall survive indefinitely option may be exercised by delivery to Tenant of a written notice within sixty (60) days after the date of such damage, in the event that: (a) the Premises or portions of the Project serving the Premises are damaged by a peril both not covered by the type of insurance Landlord is required to carry under this Lease and any other obligations set forth herein which expressly survive not actually covered by valid and collectible insurance carried by Landlord to such an extent that the termination estimated cost to restore the such areas exceeds ten percent (10%) of this Agreementthe then actual replacement cost thereof (and Tenant does not agree to pay the uninsured amount), ; or (iib) proceed under this Agreement with no adjustment the damage to the Premises or portions of the Purchase Price, receive any insurance proceeds Project serving the Premises cannot reasonably be restored within one hundred eighty (including any rent loss insurance applicable to any period on and after the Closing Date180) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurersdays. If the Property Premises or portions of the Project serving the Premises are damaged due to any peril, Tenant shall be entitled to an abatement of all Rent to the extent of the interference with Tenant’s use of the Premises occasioned thereby. If the damage resulting therefrom cannot be (or is not materially damagedin fact) repaired within one hundred eighty (180) days following the occurrence of such event, then the parties Tenant also shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property be entitled to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days this Lease by delivery of written notice of termination to repairLandlord at any time prior to restoration of such damage.

Damage. Risk of loss up to and including (a) If the Closing Date Premises shall be borne damaged by Sellers except fire or other casualty, the Landlord shall collect the proceeds of such insurance and immediately and with all due diligence commence to repair such damage at its expense. From the date the damage occurs to the date the repairs are complete, the rent due hereunder shall be reduced by the same percentage as expressly set forth herein. In the event of any material damage to or destruction percentage of the Property Premises which, in the Tenant's reasonable judgment, cannot be safely, economically or practically used for the operation of the Tenant's business. Anything herein to the contrary notwithstanding, if in the Tenant's reasonable judgment, any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction to the Premises from any cause whatsoever cannot be repaired within one hundred eighty (and if necessary 180) days following the Closing Date shall be extended to give Buyer date such damage occurs, the full 10-day period to make such election): (i) Tenant may terminate this AgreementLease by written notice to the Landlord given within ninety (90) days following the occurrence of such damage. In addition, if any damage or destruction to the Premises from any cause whatsoever cannot be repaired, in which event Escrow Holder shallthe Landlord's reasonable judgment, upon receipt of Buyer’s notice within one hundred eighty (180) days following the date such damage occurs and the Landlord elects not to repair such damage, the Landlord shall have the right to terminate this AgreementLease by written notice to the Tenant given within ninety (90) days after the date such damage occurred provided that no more than three (3) calendar years remain in the term hereof. Notwithstanding the foregoing, return if at the Deposit to Buyer time the Landlord gives such termination notice any of the renewal options provided for in the Lease have not yet been exercised and the parties shall have no further obligations hereunder Tenant exercises a renewal option within thirty (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii30) proceed under this Agreement with no adjustment days after receipt of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damagedLandlord's termination notice, then this Lease shall not be terminated and the parties Landlord shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant promptly commence restoration of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairPremises.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers Seller except as expressly set forth herein. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers Seller (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Seller notifies Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit (less the Independent Contract Consideration) to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ Seller’s insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ Seller’s reasonable estimation, will take longer than 120 days to repair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth hereinSeller; provided, however, that Seller shall have no obligation to rebuild the Property. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) Seller given within ten thirty (1030) Business Days days after Sellers notify Buyer in writing is notified of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-30 day period to make such election, which election shall be deemed irrevocable): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer Agreement and the parties Xxxxxxx Money (plus interest earned thereon) shall be immediately returned to Buyer, (ii) if Seller agrees to rebuild the Property, extend the date of Closing by up to three hundred sixty-five (365) days to permit Seller to restore the Property to its previous condition (provided that, if the Property is not fully restored and repaired at the end of such three hundred sixty-five (365) day period, Buyer shall have no further obligations hereunder the options provided in (except the indemnity obligations of each party, which shall survive indefinitely i) and any other obligations set forth herein which expressly survive the termination of this Agreement(iii) at such time), or (iiiii) proceed under this Agreement with no adjustment of the Purchase PriceAgreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers Seller as a result of any such damage or destruction which have not been applied to the cost of restoration and repair of the Property and Buyer shall assume responsibility for all such repairrepairs, and Buyer shall receive a credit at Closing for any deductible or coinsured amount under said insurance policies and any uninsured or underinsured losspolicies. If Buyer elects to proceed under provision (iiiii) above, Sellers Seller will cooperate with Buyer after the Closing to assist Buyer in obtaining the insurance proceeds and such agreements from Sellers’ Seller’s insurers. If the Property is not materially damaged, then Buyer shall not have the parties right to terminate this Agreement if Seller agrees, at its cost, to repair the damage before the Closing and restore the Property to its previous condition or, if repair and restoration cannot reasonably be completed before the Closing, Buyer shall proceed elect by written notice to Seller given at least ten (10) business days prior to the scheduled date of Closing, either to extend the date of Closing by up to ninety (90) days to permit Seller to restore the Property to its previous condition. If such repairs are not completed by Closing, the Buyer shall have the remedies set forth in Section 4.1(i) or (iii), or to receive an assignment from Seller at the Closing of all insurance proceeds due Seller as provided a result of any such damage or destruction which have not been applied to the cost of restoration and repair of the Property and Buyer shall assume responsibility for all such repairs, with Buyer receiving a credit at Closing in clause (ii) abovean amount equal to any applicable deductible. “Material damage” and “Materially materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 1,000,000.00 to repair or (y) that entitles any tenant Seller does not complete the repair of the Property damage prior to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairClosing.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of If fire or other casualty damages all or any material damage to or destruction part of the Property Premises, Tenant shall immediately notify Landlord in writing. During any period of time that all or any a material portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers Premises is rendered untenantable as a result of a fire or other casualty, Base Rent and Tenant Reimbursement Amount shall xxxxx for the portion of the Premises that is untenantable and not used by Tenant (unless such damage fire or destruction and assume responsibility for such repairother casualty was caused by any Tenant Party). Landlord shall have the right to terminate this Lease if: (i) the Building shall be damaged so that, and Buyer in Landlord’s reasonable judgment, substantial alteration or reconstruction of the Building shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured be required (whether or underinsured loss. If Buyer elects not the Premises has been damaged); (ii) above, Sellers will cooperate with Buyer Landlord is not permitted by Law to rebuild the Building in obtaining substantially the same form as existed before the fire or casualty; (iii) the Premises have been materially damaged and there is less than two (2) years of the Term remaining on the date of the casualty; (iv) any Mortgagee requires that the insurance proceeds and such agreements from Sellers’ insurersbe applied to the payment of the mortgage debt; or (v) a material uninsured loss to the Building occurs. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within ninety (90) days after the date of casualty. If Landlord does not terminate this Lease, Landlord shall commence and proceed with reasonable diligence to repair and restore the Building and the Premises. Anything in this Section 14 to the contrary notwithstanding, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord. Landlord shall not be liable for any loss or damage to Tenant’s Property is not materially damaged, then or to the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) business of Tenant resulting in any way from the Property not complying with all legal requirements applicable to fire or other casualty or from the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant repair and restoration of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairdamage.

Damage. Risk of loss up to and including If the Closing Date Premises shall be borne damaged by Sellers except as expressly set forth herein. In fire or other natural casualty, without the event fault or neglect of any material Tenant, its servants, employees, agents, contractors, invitees, or licensees, or other persons for whom Tenant is legally responsible, the damage shall be repaired within a reasonable time by and at the expense of Landlord, and the Annual Base Rent and Additional Rent shall abate pro rata until such repairs shall have been made, according to or destruction xxx part of the Property Premises which is thereby rendered unusable by Tenant; provided, however, that (i) Landlord shall have no obligation to repair, replace or any portion thereofrestore Tenant's furniture, Buyer mayfixtures, furnishings or other personal property and (ii) Tenant shall, with all reasonable diligence and at its optionTenant's sole expense, by notice make all other repairs and do all other items of work which are necessary to Sellers (with a copy return the Premises to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of the condition existing immediately prior to such damage or destruction (and if necessary promptly to complete the Closing Date Premises for use and occupancy by the Tenant. Due allowance shall be extended to give Buyer made in Landlord's repair obligation for reasonable delay which may arise by reason of any adjustment or settlement of insurance claims by Landlord, and for delay on account of "labor troubles" or any other cause beyond Landlord's control. Notwithstanding the full 10-day period to make such election): foregoing, if (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer Premises are rendered wholly untenantable by fire or other cause and the parties shall have no further obligations hereunder (except Landlord decides not to rebuild the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement)Premises, or (ii) proceed under this Agreement with no adjustment if the Premises are damaged by fire or other casualty and such damage cannot reasonably be repaired within ninety (90) days following such fire or other casualty, or (iii) if the entire Building be so damaged that Landlord shall decide to demolish it or not to rebuild it, and (iv) Landlord notifies the Tenant in writing of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers as a result extent of such damage or destruction and assume responsibility for such repairdecision, in any of such events, the Term shall terminate upon the thirtieth (30th) day after such notice is given as if such date were the Termination Date set forth herein, and Buyer Tenant shall receive a credit at Closing vacate the Premises and surrender the same to Landlord on such date. Landlord shall have no liability, and shall not be responsible for consequential damages, lost profits or any deductible amount under said insurance policies and damage to Tenant's personal property, arising from any uninsured such fire or underinsured lossother damage or Landlord's decision to terminate this Lease. If Buyer elects (ii) aboveNo compensation or claim or reduction of rent will be allowed or paid by Landlord by reason of inconvenience, Sellers will cooperate with Buyer in obtaining annoyance, or injury to business arising from the insurance proceeds and such agreements from Sellers’ insurers. If necessity of repairing the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 Premises or (y) that entitles any tenant portion of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairBuilding of which they are a part however the necessity may occur.

Damage. Risk If, prior to the Closing Date, all or any part of loss up the Property is substantially damaged by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any material damage immediately postponed for thirty days, and at Buyer’s option (to or destruction of the Property or any portion thereofbe exercised within thirty days after Seller’s notice), Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date this Agreement shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreementterminate, in which event Escrow Holder shall, upon receipt of Buyer’s notice neither party will have any further obligations under this Agreement. If Buyer fails to elect to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement)in such thirty days despite such damage, or (ii) proceed under this Agreement with no adjustment of if the Purchase PriceProperty is damaged but not substantially, receive any insurance proceeds (including any rent loss insurance applicable Seller shall promptly commence to any period on and after the Closing Date) due Sellers as a result of repair such damage or destruction and assume responsibility for return the property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and Buyer the Purchase Price shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured lossremain the same. If Buyer elects (ii) aboveFor purposes of this Section, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damagedwords, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially substantially damaged” means mean damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding that would cost $300,000 75,000.00 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days more to repair.

Damage. Risk of loss up If, prior to and including the Closing Date Date, all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. Thereafter, at Purchaser's option (to be borne exercised by Sellers except as expressly set forth hereinPurchaser's written notice to Seller given within thirty (30) days after Seller's initial notice to Purchaser), this Agreement shall terminate. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed neither party will have any further obligations under this Agreement with no adjustment (other than the obligations set forth in Sections 3(b), 14 and 15 hereof, which obligations shall survive any such termination), and the Xxxxxxx Money shall be refunded to Purchaser provided Purchaser is not in breach or default hereunder beyond any applicable grace or cure period, and Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination including, without limitation, a quit claim deed. If Purchaser fails to elect to terminate (in the Purchase Pricemanner provided in this Section 12) despite such damage, receive any insurance proceeds (including any rent loss insurance applicable or if the Improvements are damaged but not substantially, Seller shall promptly commence to any period on and after the Closing Date) due Sellers as a result of repair such damage or destruction and assume responsibility for to return the Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and Buyer shall be entitled to receive a credit at the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing for any deductible amount under said insurance policies and any uninsured Date until repair is completed. For purposes of this Section 12, the words "substantially damaged" mean damage that would cost $250,000 or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days more to repair, as reasonably determined by Seller.

Damage. Risk (1) Tenant shall give immediate notice to Landlord in case of loss up to and including fire or other damage in the Closing Date Demised Premises. If the Demised Premises shall be borne partially damaged by Sellers fire or other cause without the fault or neglect of Tenant, Tenant’s servants, employees, agents, invitees, or licensees, the damage shall be repaired by and at the expense of Landlord and the fixed minimum rent until such repairs shall be made shall be apportioned according to the part of the Demised Premises which is unusable by Tenant. If such partial damage is due to the fault or neglect of Tenant, Tenant’s servants, employees, agents, invitees, or licensees, without prejudice to any other rights and remedies of Landlord and, except as expressly set forth hereinprovided in Section 7.4. In without prejudice to the event rights of any material subrogation of Landlord’s insurer, the damage shall be repaired by Landlord, but there shall be no apportionment or abatement of rent. Any such repairs required to or destruction of be made by Landlord shall be commenced promptly and diligently completed. If such repairs are not substantially completed within ninety (90) days after the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing Landlord’s receipt of such damage or destruction (and if necessary notice, Tenant shall have the Closing Date shall be extended right to give Buyer the full 10-day period to make such election): either (i) terminate this AgreementLease upon thirty (30) days advance written notice to Landlord; or (ii) complete such repairs on behalf of Landlord and deduct the costs of the same from the next installment(s) of rent due hereunder, unless completion of such repairs is practically impossible within such period of time, in which event Escrow Holder shallsaid ninety (90) day period shall be extended to a reasonable completion date, upon provided Landlord has commenced and is diligently pursuing repairs to completion, and rent shall continue to xxxxx. If the Demised Premises as a whole are totally damaged or are rendered wholly untenantable by fire or other cause, or if the Building shall be substantially damaged and unsuitable for Tenant’s purposes so that Landlord shall decide to demolish the Demised Premises, Landlord may, within thirty (30) days after such fire or other cause, give Tenant notice of such decision, and thereupon the Demised Term of the Demised Premises shall expire by lapse of time ten (10 ) days after such notice is given, and Tenant shall vacate the Demised Premises and surrender the same to Landlord. Tenant’s liability for rent and other charges under the Lease for the Demised Premises shall cease as of the day following the casualty. Notwithstanding the foregoing or anything to the contrary contained in this Lease, in the event that Landlord elects to demolish the Demised Premises as provided for herein, then Tenant after receipt of BuyerLandlord’s notice of the same (the “Demolition Notice”), may elect to terminate this Agreement, return exercise its Option to Purchase as to either or both of the Deposit to Buyer Demised Premises and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely Future Development Rights Site C and any other obligations Site J as set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment in Article 1.4 by giving Landlord written notice of the Purchase Pricesame within twenty (20) days after receipt of Landlord’s Demolition Notice. Thereafter, receive any Landlord shall be obligated to sell such property and/or development rights, as the case may be, to Tenant and Landlord shall assign to Tenant all of Landlord’s right, title and interest in and to insurance monies and proceeds (including any rent loss insurance applicable recovered or to any period on and after the Closing Date) due Sellers be recovered as a result of such damage fire or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairother casualty.

Damage. Risk of loss up If, prior to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of closing date, all or any material damage to or destruction part of the Property is substantially damaged by fire, casualty, the elements or any portion thereofother cause, Buyer may, at its option, by Seller shall immediately give notice to Sellers Buyer of such fact and at Buyer's option (with a copy to Escrow Holder) given be exercised within ten (10) Business Days business days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date Seller's notice), this Agreement shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreementterminate, in which event Escrow Holder shallneither party will have any further obligations under this agreement and the Xxxxxxx Money, upon receipt of together with any accrued interest, shall be refunded to Buyer’s notice . If Buyer fails to elect to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement)despite such damage, or (ii) proceed under this Agreement with no adjustment of if the Purchase PriceProperty is damaged but not substantially, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after Seller shall perform the Closing Date) due Sellers as a result prompt repair of such damage or destruction and assume responsibility for the return of the Property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the purchase price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage, then Buyer shall have the right to require closing to occur and the purchase price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer's option, Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the purchase price shall remain the same (except that Buyer shall receive a credit at Closing for of the amount of any deductible amount under said the applicable insurance policies and any uninsured or underinsured losspolicy). If Buyer elects (ii) aboveFor purposes of this paragraph, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially words "substantially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” " means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding that would cost $300,000 1,000,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days more to repair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any material damage “Material Damage” (as defined below) to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify notifies Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit (less the Independent Contract Consideration) to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 150 days to repair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers Seller except as expressly set forth herein. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers Seller (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Seller notifies Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ Seller’s insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ Seller’s reasonable estimation, will take longer than 120 days to repair.

Damage. Risk of loss up Except as otherwise provided in this Lease, if the improvements located on the Premises are damaged and such damage was caused by fire or other peril covered by XXXX’s insurance, XXXX agrees to and including repair such damage to the Closing Date shall be borne by Sellers except as expressly extent set forth hereinin this Section, and this Lease shall continue in full force and effect. In If (1) such improvements are damaged as the event result of any material damage to cause other than perils covered by HOLA’s insurance, or destruction (2) during the last twenty (20) years of the Property Term of this Lease such improvements are damaged as the result of fire or any portion thereofother perils covered by HOLA’s insurance, Buyer mayand the cost to repair such damages (as determined by HOLA in good faith) shall exceed thirty-five percent (35%) of the full replacement cost of the improvements, at its option, by notice to Sellers or (with a copy to Escrow Holder3) given within during the last ten (10) Business Days after Sellers notify Buyer in writing years of the Term of this Lease such improvements are damaged as a result of fire or other peril covered by HOLA’s insurance, and the cost to repair such damage or destruction (and if necessary the Closing Date as determined by HOLA in good faith) shall be extended to give Buyer exceed fifteen percent (15%) of the full 10-day period to make such election): replacement cost of the improvements, then HOLA may, at HOLA’s option, either (i) terminate this Agreementrepair such damage as soon as reasonably practicable at HOLA’s sole cost and expense, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer Lease shall continue in full force and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement)effect, or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds give written notice to CITY within ninety (including any rent loss insurance applicable to any period on and 90) days after the Closing Date) due Sellers as a result date of occurrence of such damage of XXXX’s intention to cancel and terminate this Lease thirty (30) days after written notice of the intention to cancel and terminate. Upon such termination, HOLA shall, ifrequested by CITY, complete demolition ofthe damaged Center or destruction other damaged improvement. Notwithstanding the foregoing, while any Leasehold Mortgage remains outstanding, the use of insurance proceeds following a casualty and assume responsibility for such repair, and Buyer the determination to replace any damaged improvements shall receive a credit at Closing for any deductible amount under said insurance policies be governed by the Leasehold Mortgage and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and documents related to such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairLeasehold Mortgage.

Damage. Risk of loss up If, prior to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of Settlement, a Portfolio Property is destroyed or damaged to any material damage to or destruction of extent, then Purchaser shall have the Property or any portion thereof, Buyer may, at its option, which must be exercised by notice to Sellers (with a copy to Escrow Holder) given within it on the earlier of ten (10) Business Days days after Sellers notify Buyer in writing of such damage or destruction or the Settlement Date, to (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (ia) terminate this AgreementAgreement with respect to such Portfolio Property by giving written notice thereof to Seller before Settlement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit allocated to Buyer and the parties such Portfolio Property, together with all interest accrued thereon, shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement)be paid to Purchaser, or (iib) proceed under this Agreement with no adjustment of the Settlement. If Purchaser elects to proceed with the Settlement then the Settlement shall proceed, without any reduction in the Purchase PricePrice and subject to the other provisions hereof, receive but Purchaser shall be entitled to any and all insurance proceeds (including any rent loss insurance applicable previously paid to any period on and after the Closing Date) due Sellers Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive (plus a credit at Closing against the cash portion of the Purchase Price for the amount of any deductible amount under said insurance policies and any uninsured maintained by Seller with respect to such policy) and, to the extent the same may be necessary or underinsured lossappropriate, Seller shall assign to Purchaser, at Settlement, all of Seller’s rights to such proceeds. If Buyer elects (ii) aboveIf, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the prior to Settlement, a Portfolio Property is destroyed or damaged, but not materially damagedto a material extent, then the parties Settlement shall proceed without any reduction in the Purchase Price and subject to Closing the other provisions hereof, but Purchaser shall be entitled to any and all insurance proceeds payable to Seller as provided in clause a result of such damages and destruction (ii) plus a credit against the cash portion of the Purchase Price for the amount of any deductible maintained by Seller with respect to such policy), as set forth above. “Material damage” and “Materially damaged” means damage Damages to or destruction of a Portfolio Property shall be deemed not material if (wa) resulting in the Portfolio Property can be repaired or replaced for a cost not complying with all legal requirements applicable to exceed five percent (5%) of the allocated Schedule 1 Purchase Price for such Portfolio Property, and (xb) reasonably exceeding $300,000 the number of rental apartment units damaged or destroyed is less than five percent (y5%) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairtotal number of units at such Portfolio Property.

Damage. Risk of loss up If, prior to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of Date, all or any material damage to or destruction part of the Property Improvements are substantially damaged by fire or any portion thereofother casualty, Buyer maySeller shall immediately give notice to Purchaser of such fact and, at its optionPurchaser's option (to be exercised within thirty (30) days after Seller's notice), by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date this Agreement shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreementterminate, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall neither party will have no any further obligations hereunder under this Agreement (except other than the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein in Section 3(b) and Article 13 hereof, which expressly obligations shall survive any such termination) and the termination of this Agreement)Xxxxxxx Money shall be refunded to Purchaser provided Purchaser is not in breach or default hereunder beyond any applicable grace or cure period. If Purchaser fails to elect to terminate despite such damage, or (ii) proceed under this Agreement with no adjustment of if the Purchase PriceImprovements are damaged but not substantially, receive any insurance proceeds (including any rent loss insurance applicable Seller shall promptly commence to any period on and after the Closing Date) due Sellers as a result of repair such damage or destruction and assume responsibility for return the Improvements to substantially its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and Buyer shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, Purchaser shall have the right to delay the Closing Date until repair is completed for a credit period not to exceed thirty (30) days, and if any damage remains unrepaired at Closing for Closing, Seller shall assign all of its right, title and interest in and to any insurance claims and proceeds relating to such damage and shall deliver to Purchaser an amount equal to any deductible amount under said portion of any applicable casualty insurance policies policy, and any uninsured the Purchase Price shall not be reduced. For purposes of this Section, the words "substantially damaged" mean damage that would cost Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00) or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days more to repair.

Damage. Risk Seller, at Seller's sole expense, will maintain the Unit in the same condition and repair as of loss up the date of Closing, normal wear and tear excepted. In order to document whether any damage has occurred to the Unit between the date of Closing and including the date Seller delivers possession of the Unit to Purchaser, Seller will document prior to Closing Date the condition of the Unit with a video walk- through of the Unit. Further, Purchaser shall have the right to participate in one walk-through of the Unit ("Pre-Closing Walk-Through") with Seller's representative in order to confirm the condition of the Unit at the time of Closing. If Purchaser fails to schedule a Pre-Closing Walk-Through with Seller prior to Closing, or if Purchaser declines or refuses to complete the Pre-Closing Walk-Through or have Purchaser's designee do so on Purchaser's behalf at the scheduled time, Seller shall consider such failure by Purchaser to be borne by Sellers except as expressly set forth hereina waiver of Purchaser's right to participate in a Pre-Closing Walk-Through. In no event will any difficulty in scheduling a Pre-Closing Walk-Through with Purchaser be the basis for a delay in the Closing. In the event of any material that damage to or destruction Unit, normal wear and tear excepted, occurs between the date of Closing and the date Seller delivers possession of the Property Unit to Purchaser (other than damage caused by or any portion thereofthrough Purchaser), Buyer maySeller shall, as Purchaser’s sole and exclusive remedy, repair such damage at Seller's expense within sixty (60) business days after such date of delivery of possession, subject to Force Majeure. Purchaser may at its optionoption also participate in a walk-through of the Unit with Seller's representative on December 18, by notice 2021, to Sellers (with a copy confirm the condition of the Unit. Purchaser acknowledges and agrees that Purchaser is purchasing the Unit in its “as-is” state of condition and repair at the time of Closing and this Section 7.b shall not be construed as granting Purchaser any warranty of construction or right to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer object to deficiencies in writing the Unit, all as set forth in Section 6.a above, except as related to damage occurring between the date of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment date Seller delivers possession of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable Unit to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairPurchaser.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s 's notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ ' insurers. If the Property is damaged, but not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “"Material damage” " and “"Materially damaged” " means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 200,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s 's or Sellers’ ' reasonable estimation, will take longer than 120 90 days to repair.

Damage. Risk If the Premises are damaged in whole or part because of loss up fire or other insured casualty (“Casualty”), or if the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the base Building to substantially the same condition as existed upon issuance of the certificate of occupancy therefor, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. Subject to delays due to any act or omission by any of the Tenant Parties which causes an actual delay in the performance of Landlord’s obligations (a “Tenant Delay”), and subject further to rights of Mortgagees, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, Landlord shall use diligent efforts to substantially complete such restoration within one (1) year after Xxxxxxxx’s receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of all Tenant-Insured Improvements to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Xxxxxx agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the Closing Date shall be borne by Sellers except as expressly set forth hereinsame. In the event of fiscal year in which a Casualty occurs, there shall be included in Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 15.1, under no circumstances shall Landlord be required to repair any material damage to, or make any repairs to or destruction of the Property or replacements of, any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10Tenant-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairInsured Improvements.

Damage. Risk of loss up to and including (a) If the Closing Date Premises shall be borne damaged by Sellers except as expressly set forth herein. In fire or other cause, unless due to the event gross negligence or willful misconduct of any material Tenant, its servants, employees, agents, visitors or licensees, the damage shall be diligently repaired within a reasonable time not to or destruction exceed 180 days by and at the expense of Landlord and the rent until such repairs shall have been made shall xxxxx pro-rata according to the part of the Property Premises which is unusable by Tenant. Due allowances shall be made for reasonable delay which may arise by reason of adjustment of fire insurance by Landlord and for personnel delay on account of strike or labor disputes or any portion thereofother cause beyond Landlord's control. If, Buyer however, the Premises are rendered wholly untenantable by fire or other cause and Landlord shall decide not to rebuild the same, or if the entire Building be so damaged that Landlord shall decide to demolish it or not to rebuild it, then or in any of such events, Landlord may, at its option, cancel and terminate this Lease by giving Tenant notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of its intention to cancel this Lease, whereupon the term of this Lease shall terminate upon the thirtieth (30th) day after such damage or destruction (notice is given and if necessary Tenant shall vacate the Closing Date Premises and surrender the same to Landlord; provided however, all rent hereunder shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on abated from and after the Closing Date) due Sellers as a result date of such damage or destruction and assume responsibility destruction. Except for such repairthe foregoing abatement of Rent, and Buyer Landlord shall receive a credit at Closing not be liable to Tenant for any deductible amount under period during which the occupation of said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is Premises by Tenant may not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant be possible because of the Property matters herein above stated nor shall Landlord be liable for any damage incurred by Tenant other than Landlord's obligation to terminate its Leaserepair the Premises as aforesaid. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days any damage to repairTenant's personal property.

Damage. Risk of loss up to and including the Closing Date The Property Owners shall be borne by Sellers except as expressly set forth herein. In the event promptly give Regency written notice of any material damage to or destruction of the Property or any portion thereoftheir respective Properties, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of describing such damage or destruction (whether such damage is covered by insurance and if necessary the Closing Date shall be extended to give Buyer estimated cost of repairing such damage. If such damage would not have a Material Adverse Effect on the full 10-day period to make such election): damaged Property, (i) terminate this Agreement, the respective Property Owner owning the Property in which event Escrow Holder question shall, upon receipt of Buyer’s notice to terminate this Agreementthe extent possible, return begin repairs prior to the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each partyFirst Closing, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of at the Purchase Price, First Closing the Partnership shall receive any all insurance proceeds not applied to cure the damage with respect to such Property prior to the First Closing (including any rent loss insurance applicable to any period on from and after the Closing DateFirst Closing) due Sellers to a Property Entity for the damage, together with an assignment of any unsettled insurance claim, and in the case of a Property owned by a Joint Venture, such Joint Venture shall not assign, transfer or encumber any such unapplied proceeds and unsettled insurance claim, (iii) any uninsured damage, coinsurance or deductible and any rent abatement not covered by rent loss insurance proceeds delivered to a Property Owner, as reasonably estimated by Regency, shall be credited to the Partnership at the First Closing, and (iv) and, in the case of a result Property owned by a Property Entity, the Partnership shall assume the responsibility for the repair after the First Closing. The Partnership shall be entitled to any excess of the proceeds of the respective Property Entity's insurance over and above the actual cost of repair and restoration. If such damage is likely to have a Material Adverse Effect on the damaged Property which cannot be substantially remedied by applying insurance proceeds to cure the Material Adverse Effect ("Unremedied Material Damage"), Regency may elect, subject to the satisfaction or waiver by Regency of the condition to the First Closing set forth in Section 8.1.1 (aggregate assets), by notice to the respective Property Owner as to the Property in question given within 20 Business Days after Regency is notified of such damage (and the Closing as to such Property shall be extended, if necessary, to give Regency such 20 Business Day period to respond to such notice) to (i) proceed in the same manner as in the case of damage that is not material, receiving a credit at the Closing equal to the amount by which the Contribution Value of such Property as set forth on Schedule 2.1 is reduced by such damage, or destruction (ii) elect not to acquire the Property in question and assume responsibility for such repair, and Buyer shall receive a credit for the Contribution Value of such Property as set forth in Schedule 2.1 against consideration required to be delivered by Regency at Closing for any deductible amount under said insurance policies and any uninsured or underinsured lossthe Closing. If Buyer In the case of damage that does not constitute an Unremedied Material Damage, Regency's remedy shall be limited to receiving a credit pursuant to clause (i) in the preceding sentence. Any Property which Regency so elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in acquire pursuant to clause (ii) above. “Material damage” above shall be an Excluded Asset and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable shall no longer be subject to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairthis Agreement.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth hereinSeller. Seller shall promptly notify Purchaser of any damage to the Property or any portion thereof. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer Purchaser may, at its option, by notice to Sellers (with a copy to Escrow Holder) Seller given within ten (10) Business Days days after Sellers notify Buyer in writing Purchaser receives notice of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer Purchaser the full 10-ten day period to make such election): (ia) terminate this Agreement, in which event Escrow Holder shallthe entire Deposit, upon receipt of Buyer’s notice other than the Independent Consideration, shall be returned by Title Company to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), Purchaser; or (iib) proceed under this Agreement with no adjustment of the Purchase PriceAgreement, receive any insurance proceeds (including including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Sellers Seller as a result of such damage or destruction (less any reasonable amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to exercise its option with the time provided by the immediately preceding sentence, Purchaser shall be deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. If the Property is damaged but the damage is not material damage, then Purchaser shall not have the right to terminate this Agreement, but Seller shall at its cost fully repair the damage before the Closing in a manner satisfactory to Purchaser or, if repairs cannot reasonably be completed before the Closing, credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining but not more than the insurance proceeds and such agreements from Sellers’ insurers. If amount of the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) abovedamage). “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) which will reasonably exceeding cost more than $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days 1,000,000 to repair.

Damage. Risk If any portion of loss up to and including the Closing Date Premises shall be borne destroyed or damaged by Sellers except fire or any other casualty, Tenant shall immediately give notice thereof to Landlord. If any portion of the Premises or Project shall be destroyed or damaged by fire or any other casualty, then, unless this Lease is terminated in accordance with this Xxxxxxxxx 00, Xxxxxxxx shall proceed with reasonable diligence to restore and repair the portion of the Premises or Project damaged. If the Premises are rendered untenantable for more than five (5) consecutive Business Days in whole or in material part by reason of such casualty (subject to the limitation of Paragraph 21(b)), Tenant as expressly set forth hereinits sole and exclusive remedy shall be entitled to an equitable abatement of the Rent hereunder (subject to the limitation in Paragraph 21(c) below) until such time as the damaged portion of the Premises (exclusive of any of Tenant’s Property or Tenant’s improvements) are repaired or restored by Landlord to the extent required hereby. In the event of any material damage to or destruction of (a) the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date Building shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyerdestroyed or substantially damaged by a casualty that is not covered by Landlord’s notice to terminate this Agreement, return the Deposit to Buyer insurance and the parties shall would not have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining been covered if Landlord had maintained the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its required by this Lease, or (zb) whichthe entire Building is destroyed, in Buyer’s or Sellers’ reasonable estimationif so much of the Building is destroyed that the same cannot be restored to substantially the condition existing prior to such casualty within two hundred seventy (270) days after the date thereof, will take longer than 120 then Landlord or Tenant may terminate this Lease by written notice to the other within sixty (60) days after the date of such casualty whereupon all Rent accrued up to repairthe time of such termination and any other sums due and owing shall be paid by Tenant to Landlord (less any sums then due and owing Tenant by Landlord) and any remaining sums due and owing by Landlord to Tenant shall be paid to Tenant.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth hereinSeller; provided, however, that Seller shall have no obligation to rebuild the Property. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) Seller given within ten thirty (1030) Business Days days after Sellers notify Buyer in writing is notified of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-30 day period to make such election, which election shall be deemed irrevocable): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer Agreement and the parties Exxxxxx Money (plus interest earned thereon) shall be immediately returned to Buyer, (ii) if Seller agrees to rebuild the Property, extend the date of Closing by up to three hundred sixty-five (365) days to permit Seller to restore the Property to its previous condition (provided that, if the Property is not fully restored and repaired at the end of such three hundred sixty-five (365) day period, Buyer shall have no further obligations hereunder the options provided in (except the indemnity obligations of each party, which shall survive indefinitely i) and any other obligations set forth herein which expressly survive the termination of this Agreement(iii) at such time), or (iiiii) proceed under this Agreement with no adjustment of the Purchase PriceAgreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers Seller as a result of any such damage or destruction which have not been applied to the cost of restoration and repair of the Property and Buyer shall assume responsibility for all such repairrepairs, and Buyer shall receive a credit at Closing for any deductible or coinsured amount under said insurance policies and any uninsured or underinsured losspolicies. If Buyer elects to proceed under provision (iiiii) above, Sellers Seller will cooperate with Buyer after the Closing to assist Buyer in obtaining the insurance proceeds and such agreements from Sellers’ Seller’s insurers. If the Property is not materially damaged, then Buyer shall not have the parties right to terminate this Agreement if Seller agrees, at its cost, repair the damage before the Closing and restore the Property to its previous condition or, if repair and restoration cannot reasonably be completed before the Closing, Buyer shall proceed elect by written notice to Seller given at least ten (10) business days prior to the scheduled date of Closing, either to extend the date of Closing by up to ninety (90) days to permit Seller to restore the Property to its previous condition or to receive an assignment from Seller at the Closing of all insurance proceeds due Seller as provided a result of any such damage or destruction which have not been applied to the cost of restoration and repair of the Property and Buyer shall assume responsibility for all such repairs, with Buyer receiving a credit at Closing in clause (ii) abovean amount equal to any applicable deductible. “Material damage” and “Materially materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days 1,000,000.00 to repair.

Damage. Risk If the Premises are damaged in whole or part because of loss up fire or other casualty (“Casualty”), or if the Premises are subject to and including a taking in connection with the Closing Date exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall be borne by Sellers except restore the Building and/or the Premises to substantially the same condition as expressly set forth herein. In existed immediately following completion of Landlord’s Work, or in the event of any material damage to or destruction a partial Taking which affects the Building and the Premises, restore the remainder of the Property Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. Subject to rights of Mortgagees, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or any portion thereofTaking awards, Buyer mayas the case may be, at its optionand instances of Force Majeure, by notice and subject to Sellers (with a copy the termination rights of the parties set forth in this Section 15, Landlord shall exercise commercially reasonable efforts to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing substantially complete such restoration as promptly as practicable. Upon substantial completion of such damage restoration by Landlord, Tenant shall (a) use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or destruction (and if necessary Taking, as the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreementcase may be, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement)as soon as reasonably possible, or (iib) proceed under this Agreement with no adjustment Landlord’s approval with respect to any Casualty or Taking occurring during the last thirty (30) months of the Purchase PriceTerm, receive assign to Landlord all of Tenant’s right, title and interest in and to any and all insurance proceeds (including any rent loss insurance applicable relating to any period on and after such Casualty of Taking, as the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured losscase may be. If Buyer elects (ii) above, Sellers will Tenant agrees to cooperate with Buyer Landlord in obtaining such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and such agreements from Sellers’ insurersnot paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. If the Property is not materially damagedTenant shall pay to Landlord Tenant’s Share of any deductible under any property insurance policy maintained by Landlord. Except as Landlord may elect pursuant to this Section 15.1, then the parties under no circumstances shall proceed Landlord be required to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means repair any damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Leaseto, or (z) whichmake any repairs to or replacements of, any Tenant-Insured Improvements. Landlord and Tenant shall work cooperatively in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days good faith to repairmutually determine how the restoration responsibilities of Landlord and Tenant under this Section 15.1 might be performed so as to restore the Premises as quickly as possible.

Damage. Risk Seller shall promptly give Purchaser written notice of loss up any damage to the Property, describing such damage, whether such damage is covered by insurance, and including the estimated cost of repairing such damage. If such damage is not material, then Seller shall, to the extent possible, begin repairs prior to the Closing Date (to restore the Property to the condition that existed prior to such damage and as required by the Leases) and at Closing, Purchaser shall be borne receive a credit for the cost to restore the un-repaired portion, as reasonably estimated by Sellers except as expressly set forth hereina third party consultant reasonably acceptable to Seller and Purchaser. In If such damage is material or results in the event of Tenant under any material damage to or destruction Lease covering more than 200,000 square feet of the Property having the right to terminate its Lease (and such Tenant fails to waive such right) or any portion thereofdamages more than 100,000 square feet of the vacant space in the Improvements, Buyer may, at its option, Purchaser may elect by notice to Sellers (with a copy to Escrow Holder) Seller given within ten (10) Business Days days after Sellers notify Buyer in writing Purchaser is notified of such damage or destruction (and if necessary the Closing Date shall be extended extended, if necessary, to give Buyer the full Purchaser such ten (10-) day period to make respond to such election): (inotice) to proceed in the same manner as in the case of damage that is not material or to terminate this AgreementContract, in which event Escrow Holder shall, upon receipt of Buyer’s notice the Xxxxxxx Money shall be immediately returned to terminate this Agreement, return Purchaser. Following the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment expiration of the Purchase PriceInspection Period, receive any insurance proceeds (including any rent loss insurance applicable Seller shall consult with Purchaser with respect to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If repairs to the Property that will not be fully completed prior to Closing. Damage as to any one or multiple occurrences is not materially damagedmaterial if the cost to repair the damage, then as reasonably estimated by Purchaser, exceeds $500,000.00 as to any one building comprising the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairImprovements.

Damage. Risk of loss up to and including If the Closing Date Demised Premises shall be borne destroyed or damaged, in whole or in part, by Sellers except as expressly set forth herein. In the event fire or other casualty (a “Damage Event”), Tenant shall promptly notify Landlord when Tenant has knowledge of any material damage to or destruction of the Property or any portion thereofsame, Buyer maythen Landlord shall, at its optionsole cost and expense, diligently repair and restore the Building to substantially the condition immediately prior to the damage in such manner as to not, to the extent practicable, interfere with Tenant’s conduct of its business in the Demised Premises; provided that, in no event shall Landlord be required to repair or restore the Tenant Property, which shall be repaired and restored by notice Tenant. At the request of Xxxxxx, Landlord shall, from time to Sellers (time, promptly inform Xxxxxx of the progress of Xxxxxxxx’s restoration work and of the estimated date of completion of the same and otherwise consult with a copy Tenant. Notwithstanding the generality of the foregoing, at Tenant’s election, provided that Landlord assigns to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer Tenant all insurance proceeds payable to Landlord under the property insurance policy, Tenant may elect to restore the portion of the Demised Premises so damaged or destroyed to the same condition, as nearly as possible, as existed prior to such Damage Event in writing good faith, and with promptness and diligence. In such event, Landlord shall cooperate with Tenant in all ways necessary to expedite the restoration. From the time of such any damage or destruction (and if necessary to the Closing Date shall be extended Building until the earlier to give Buyer the full 10-day period to make such election): occur of (i) terminate this Agreement, the date when Landlord redelivers possession of the Demised Premises (or the applicable portion thereof) to Tenant in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), condition required above or (ii) proceed under this Agreement with no adjustment or the date when Tenant resumes operations of its business in such portion of the Purchase PriceDemised Premises, receive Rent shall be reduced in the proportion to the Rentable Area of the portion of the Demised Premises that is not usable or reasonably accessible by Tenant for the conduct of its business. Notwithstanding the generality of the foregoing, if (a) the Demised Premises are totally damaged or are rendered wholly untenantable, (b) if a reputable licensed engineer estimates that the period of time to restore the Demised Premises exceeds three hundred sixty (360) days from the date of such fire or other casualty or (c) there are less than twelve (12) months remaining in the Term and Tenant elects not to exercise its option to extend the Tenn, or no such option is remaining, then in either of such events, Tenant may, not later than ninety (90) days following the date of the damage, give Landlord a written notice terminating this Lease. If this Lease is so terminated, (a) the Tenn shall expire upon the date set forth in such notice, which shall not be less than thirty (30) days after such notice is given, and Tenant shall vacate the Demised Premises and surrender the same to Landlord no later than the date set forth in the notice, (b) Tenant’s liability for rent hereunder shall cease as of the date of the damage, (c) any prepaid Rent for any period after the date of the damage shall be refunded by Landlord to Tenant, and (d) Landlord shall be entitled to collect all insurance proceeds (including any rent loss of policies held by Landlord or Tenant providing coverage for alterations and other improvements to the Demised Premises. Landlord shall retain such proceeds from Tenant’s insurance applicable only to any period on the extent that Landlord performed or paid for such alterations and after improvements, whether by contribution, offset or otherwise, and the Closing Date) due Sellers as a result balance of such damage or destruction and assume responsibility for such repairproceeds, and Buyer if any, shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed be paid to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairTenant.

Damage. Risk If the Premises are damaged by fire or other cause covered by Landlord’s policy of loss up fire insurance with extended coverage or other property damage insurance carried by Landlord, all damage to and including the Closing Date structural portions of the building required to be maintained by Landlord pursuant to this Lease shall be borne repaired by Sellers except as expressly set forth herein. In and at the event expense of any material damage Landlord and the rent until such repairs shall have been made shall xxxxx pro-rata according to or destruction the part of the Property Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of “labor troubles” or any portion thereofother cause beyond Landlord’s control. If, Buyer however, the Premises are rendered wholly untenantable by fire or other cause, or Landlord shall decide not to rebuild the same, Landlord may, at its option, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such damage, notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of its intention to cancel this Lease, whereupon the term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in none of the certain contingencies in this Article 10 mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any period during which the occupation of said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of BuyerTenant’s notice personal property. If Landlord does not elect to terminate this AgreementLease as provided above, return Landlord shall proceed in a commercially reasonable manner to repair the Deposit portions of the Premises which Landlord is required to Buyer restore in accordance with this Article 10 and, upon the completion of such repairs, Tenant shall use diligent and commercially reasonable efforts to repair the parties shall have no further obligations hereunder (except portions of the indemnity obligations Premises which are the responsibility of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed Tenant to insure under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repair.

Damage. Risk Subject to the provisions of loss up to Sections 10.03 and including 12.01 below, if the Closing Date Leased Premises are damaged or rendered unusable by fire or other casualty, unless this Lease is terminated by Lessor or Lessee as herein provided, any damage shall be borne repaired by Sellers except as expressly set forth herein. In and at the event expense of any material damage to or destruction Lessor, and the Rent (including Base Rent and Additional Rent) shall be equitably abated from the day of the Property casualty as to that portion of the Leased Premises which is unusable in the reasonable determination of Lessor and Lessee. Except to the extent this Lease is terminated by Lessor or any Lessee as provided under this Article 10, Lessee's full liability for Rent shall resume on the date on which Lessee is able to resume in all material respects its use of the damaged portion thereofof the Leased Premises. Notwithstanding the foregoing, Buyer mayshould such partial damage materially interfere with Lessee's ability to operate its business and reasonably be estimated to require more than one hundred eighty (180) days to complete, at its option, Lessee may by notice to Sellers Lessor within thirty (with a copy 30) days from the date of the casualty, terminate this Lease. Lessor shall commence any repairs required by this Section 10.02 within thirty (30) days of any said fire or other casualty. Lessor shall complete any repairs required by this Section 10.02 within one hundred eighty (180) days of the date repairs are required to Escrow Holdercommence. If all repairs required by this Section 10.02 are not substantially completed such that Lessee can substantially resume its operations within said one hundred eighty (180) given day period. Lessee may terminate this Lease by notice to Lessor. If all repairs required by this Section 10.02 are not fully completed within ten said one hundred eighty (10180) Business Days after Sellers days but substantial completion of the repairs has been achieved and Lessee can resume its operations in all material respects, Lessor shall so notify Buyer in writing Lessee of such damage or destruction the repairs completed and said one hundred eighty (and if necessary the Closing Date 180) day period shall be extended for up to, but not exceeding, an additional ninety (90) days to give Buyer facilitate completion of the full 10-restoration. If all repairs required by this Section 10.02 are not fully completed within said ninety (90) day period to make such election): (i) extension, Lessee may terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s Lease by notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairLessor.

Damage. Risk of loss up If, prior to and including the Closing Date Date, all or any part of the Improvements are substantially damaged by fire or other casualty, Partnership shall promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option (to be borne exercised by Sellers except as expressly set forth hereinPurchaser’s written notice to Partnership given within fifteen (15) days after Partnership’s initial notice to Purchaser), this Agreement shall terminate solely with respect to the Project relating to the damaged Improvements (the “Damaged Project”), subject to the limitations in Section 20 hereof. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement)Agreement solely with respect to a Damaged Project, or (ii) proceed neither party will have any further obligations under this Agreement with no adjustment respect to such Damaged Project (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), Purchaser shall, at the request of Partnership, execute any document reasonably requested by Partnership to evidence such termination including, without limitation, a quit claim deed, and the Purchase PricePrice shall be adjusted as provided in Section 20 hereof. If Purchaser fails to elect to terminate this Agreement with respect to such Damaged Project (in the manner provided in this Section 13) despite such damage, receive any insurance proceeds (including any rent loss insurance applicable or if the Improvements are damaged but not substantially, subject to any period on and after the Closing Date) due Sellers as a result of contrary requirements or conditions in any existing financing secured by such Damaged Project, Partnership shall promptly commence to repair such damage or destruction and assume responsibility for to return the Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in the Purchase Price, and Partnership shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Partnership is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Buyer Partnership shall complete the repair after the Closing Date and shall be entitled to receive a credit at the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing for any deductible amount under said insurance policies and any uninsured or underinsured lossDate until repair is completed. If Buyer elects For purposes of this Section 13, the phrase “substantially damaged” means (i) the cost to repair the Damaged Project is estimated to exceed $1,000,000, (ii) aboveaccess to or parking on the Damaged Project is adversely affected, Sellers will cooperate (iii) as a result of the damage, the Damaged Project is in violation of laws or fails to comply with Buyer in obtaining zoning or any covenants, conditions or restrictions affecting the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Subject Property, (x) reasonably exceeding $300,000 or (yiv) that the damage entitles any tenant of the Property Tenants which lease at least fifty percent (50%) of the rentable square feet of the Damaged Project to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any material damage a fire or other casualty in the Premises, Tenant shall immediately give notice thereof to Landlord. If the Premises shall be damaged by fire or destruction other casualty so as to render the Premises untenantable in whole or in part, the Rent provided for herein shall xxxxx thereafter as to the portion of the Property Premises rendered untenantable until the earlier of (a) such time as the Premises are made tenantable, or (b) five (5) business days after Landlord substantially completes the restoration of the Premises. If damage by fire or other casualty results in the Premises being untenantable in whole or in substantial part for a period reasonably estimated by a responsible contractor selected by Landlord to be one (1) year or longer after Landlord's insurance settlement, and if Landlord shall decide not to rebuild, then either party may terminate this Lease upon such date as written notice is provided to the other party and all Rent owed up to the time of such destruction or termination shall be paid by Tenant. Landlord shall give Tenant written notice of its decisions, estimates or elections under this Section 18 within sixty (60) days after any portion thereofsuch damage or destruction. If this Lease is not terminated, Buyer mayLandlord shall commence and prosecute with all due diligence restoration of the Premises. Notwithstanding anything contained in this Section 18 to the contrary, at its optionLandlord shall only be obligated to restore the Premises to the extent of the insurance proceeds actually received, but if the insurance proceeds actually received do not permit Landlord to restore the Premises, Landlord shall so notify Tenant and either Landlord or Tenant may terminate this Lease by written notice to Sellers (with a copy to Escrow Holder) given within ten sixty (1060) Business Days days after Sellers notify Buyer Landlord's notice. If Landlord restores the Premises or the Project in writing accordance with the provisions of this Section 18, then Tenant shall not have any right to terminate this Lease because of such damage or destruction (and if necessary the Closing Date shall be extended pursuant to give Buyer the full 10-day period to make such election): (i) terminate this Agreementany common law rights, (ii) Minnesota Statutes Section 504B.131 as now in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement)effect or as it may be hereafter amended or supplemented, or (iiiii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers as comparable right established by a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairsimilar statute.

Damage. Risk (a) If the Premises are damaged by fire or other cause covered by Landlord's policy of loss up to and including fire insurance with extended coverage or other property damage insurance carried by Landlord, the Closing Date damage shall be borne repaired by Sellers except as expressly set forth herein. In and at the event expense of any material damage Landlord and the rent until such repairs shall have been made shall xxxxx pro-rata according to or destruction the part of the Property Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period, unless and solely to the extent that any portion thereof, Buyer abatement of rent is covered by a policy of rent loss insurance which Landlord may, at its option, then have in effect. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance by Landlord, and for personnel delay on account of "labor troubles" or any other cause beyond Landlord's control. If, however, the Premises are rendered wholly untenantable by fire or other cause and Landlord shall decide not to rebuild the same, or if the entire Building be so damaged that Landlord shall decide to demolish it or not to rebuild it, then or in any of such events, Landlord may, at its option, cancel and terminate this Lease by giving Tenant notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary its intention to cancel this Lease, whereupon the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination term of this Agreement)Lease shall terminate upon the thirtieth (30th) day after such notice is given, or (ii) proceed under this Agreement with no adjustment and Tenant shall vacate the Premises and surrender the same to Landlord. In neither of the Purchase Price, receive certain contingencies in this paragraph mentioned shall there be any insurance proceeds (including any rent loss insurance applicable liability on the part of Landlord to Tenant covering or in respect of any period on and after during which the Closing Date) due Sellers as a result occupation of such damage or destruction and assume responsibility for such repairsaid Premises by Tenant may not be possible because of the matters hereinabove stated, and Buyer nor shall receive a credit at Closing Landlord be liable for any deductible amount under said insurance policies and damage incurred by Tenant. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed damage to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairTenant's personal property.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers Seller except as expressly set forth herein. In the event of any material damage Material Damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers Seller (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Seller notifies Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ Seller’s insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ Seller’s reasonable estimation, will take longer than 120 days to repair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth hereinSeller. In the event of any material damage to or destruction of any of the Property Properties or any portion thereof, Buyer Purchaser may, at its option, by notice to Sellers (with a copy to Escrow Holder) Seller given within ten (10) Business Days 10 days after Sellers notify Buyer in writing Seller notifies Purchaser of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer Purchaser the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice Agreement as to terminate this Agreement, return the Deposit to Buyer effected properties (and the parties Exxxxxx Money shall have no further obligations hereunder (except be immediately returned to Purchaser if this Agreement is terminated as to all of the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreementproperties), or (ii) proceed under this Agreement with no adjustment of the Purchase PriceAgreement, receive any insurance proceeds, or an assignment thereof if such proceeds are unavailable (including any rent loss insurance applicable to any period on and after the Closing Date) ), due Sellers 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 or coinsured amount under said insurance policies and any uninsured or underinsured lossadditional amounts necessary, in Purchaser’s reasonable judgment, to complete such repairs. If Buyer one but not all of the properties are affected, and Purchaser elects to terminate as to that property, Purchaser shall also elect whether to proceed with this Agreement as to the unaffected properties in accordance the Purchase Price allocations set forth on Exhibit I (in which event the Exxxxxx Money shall be applied at Closing as directed by Purchaser), or to terminate this entire Agreement and receive a return of its Exxxxxx Money. If Purchaser elects (ii) above, Sellers Purchaser may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Buyer Purchaser in obtaining the insurance proceeds and such agreements from Sellers’ Seller’s insurers. If the Property is not materially damaged, then Purchaser shall not have the parties shall proceed right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing as provided in clause (ii) abovea manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing, assign to Purchaser at Closing any available insurance proceeds for such repair, and credit Purchaser at Closing an amount equal to the applicable deductible plus any additional cost to complete the repair. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 250,000 to repair or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ the reasonable estimationestimation of a mutually acceptable third party contractor, will take longer than 120 90 days to repair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth hereinSeller. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer Purchaser may, at its option, by notice to Sellers (with a copy to Escrow Holder) Seller given within ten (10) Business Days 10 days after Sellers notify Buyer in writing Seller notifies Purchaser of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer Purchaser the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer Agreement and the parties Exxxxxx Money shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement)be immediately returned to Purchaser, or (ii) proceed under this Agreement with no adjustment of the Purchase PriceAgreement, receive any insurance proceeds, or an assignment thereof if such proceeds are unavailable (including any rent loss insurance applicable to any period on and after the Closing Date) ), due Sellers 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 or coinsured amount under said insurance policies and any uninsured or underinsured lossadditional amounts necessary, in Purchaser’s reasonable judgment, to complete such repairs. If Buyer Purchaser elects (ii) above, Sellers Purchaser may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Buyer Purchaser in obtaining the insurance proceeds and such agreements from Sellers’ Seller’s insurers. If the Property is not materially damaged, then Purchaser shall not have the parties shall proceed right to terminate this Agreement so long as Seller undertakes, at its cost, to repair the damage before the Closing as provided in clause (ii) abovea manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing, to assign to Purchaser at Closing any available insurance proceeds for such repair, and credit Purchaser at Closing an amount equal to the applicable deductible plus any additional cost to complete the repair. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 25,000 to repair or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ the reasonable estimationestimation of a mutually acceptable third party contractor, will take longer than 120 30 days to repair.

Damage. Risk In the event of loss up “damage” to and including the Closing Date Property or any portion thereof prior to Closing, which is “major” (as such terms are hereinafter defined) then Seller shall be borne by Sellers except as expressly set forth hereinpromptly notify Purchaser thereof. In the event of any material damage such major damage, Purchaser may elect to proceed with the Closing (subject to the other provisions of this Agreement) or destruction of the Property or any portion thereof, Buyer may, at its option, may terminate this Agreement by delivering written notice thereof to Sellers (with a copy to Escrow Holder) given Seller within ten (10) Business Days days after Sellers notify Buyer in writing Purchaser’s receipt of Seller’s notice respecting the damage. If, within ten (10) days of receipt of Seller’s notice respecting such damage or destruction (and if necessary the Closing Date major damage, Purchaser delivers written notice of termination of this Agreement to Seller, this Agreement shall terminate, all Xxxxxxx Money shall be extended returned to give Buyer Purchaser and neither party hereto shall have any further rights, obligations or liabilities hereunder, except those indemnities, rights and obligations which, under the full 10-day period to make such election): (i) terminate terms hereof, expressly survive termination of this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice . If Purchaser does not timely elect to terminate this Agreement, return the Deposit to Buyer and the parties Purchaser shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under right to terminate this Agreement with no adjustment as a result of the Purchase Pricedamage and in such event, receive any Seller shall pay over or assign to Purchaser at Closing all of Seller’s right, title and interest in and to all insurance claims with respect to the damage and all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers or condemnation awards payable as a result of such damage that have not been paid on account of Monetary Liens. If the damage is not major, then Purchaser may not terminate this Agreement and Seller shall pay over or destruction assign to Purchaser at Closing all of Seller’s right, title and assume responsibility for interest in and to all insurance claims with respect to the damage and all insurance proceeds or condemnation awards payable as a result of such repair, and Buyer damage that have not been paid on account of Monetary Liens. Purchaser shall receive a credit at the Closing for the amount of any deductible amount under said any of Seller’s insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) abovepolicies, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairapplicable.

Damage. Risk of loss up If, prior to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of Date, all or any material damage to or destruction part of the Property is substantially damaged by fire, casualty, the elements or any portion thereofother cause, Seller shall immediately give Buyer may, at its option, by written notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction fact and Buyer shall have the right (and if necessary the Closing Date shall to be extended to give Buyer the full 10-day period to make such election): exercised within thirty (i30) terminate this Agreement, in which event Escrow Holder shall, upon days after receipt of BuyerSeller’s notice notice) to terminate this Agreement. If this Agreement is so terminated, return the Deposit to Buyer and the parties shall neither party will have no any further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of and the Purchase PriceExxxxxx Money and all accrued interest thereon shall be refunded to Buyer. If Buyer fails to terminate this Agreement despite such damage, receive any insurance proceeds (including any rent loss insurance applicable or if the Property is damaged but not substantially, Seller shall promptly commence to any period on and after the Closing Date) due Sellers as a result of repair such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of return the Property to terminate its Leasecondition prior to such damage. If such damage shall be completely repaired prior to Closing Date, then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or (z) which, in at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this Section, the words “substantially damaged” mean damage that would cost $200,000 or Sellers’ reasonable estimation, will take longer than 120 days more to repair.

Damage. Risk of loss up If, prior to and including the Closing Date Date, all or any part of the Improvements are damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. If any part of the Improvements are substantially damaged, at Purchaser's option (to be borne exercised by Sellers except as expressly set forth hereinPurchaser's written notice to Seller given within thirty (30) days after Seller's initial notice to Purchaser), this Agreement shall terminate. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed neither party will have any further obligations under this Agreement with no adjustment (other than the obligations of the Purchase Priceparties that, receive by the express terms hereof, survive any insurance proceeds such termination), and the Xxxxxxx Money shall be refunded to Purchaser. If Purchaser fails to elect to terminate (including any rent loss insurance applicable in the manner provided in this Section 12) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to any period on and after the Closing Date) due Sellers as a result of repair such damage or destruction and assume responsibility for to return the Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and Buyer shall be entitled to receive a credit at the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing for any deductible amount under said insurance policies and any uninsured Date until repair is completed. For purposes of this Section 12, the words "substantially damaged" mean damage that would cost $750,000 or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining more to repair or damage that would entitle the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property Tenant to terminate its the Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repair.

Damage. Risk of loss up 10.1 If any loss, damage by fire, or other casualty to and including any Property occurs prior to the Closing Date Date, Contributor shall be borne by Sellers except as expressly set forth hereingive prompt written notice to NM. In the event of any material damage to or destruction that, between the Effective Date and the expiration of the Diligence Period, any loss, damage by fire, or other casualty to any Property or any portion thereofoccurs, Buyer may, NM at its option, election may terminate this Agreement by written notice to Sellers (with a copy to Escrow Holder) Contributor given within ten (10) Business Days after Sellers notify Buyer in writing the date of receipt of notice by NM of such damage or destruction (and if necessary casualty damage. If NM elects to terminate this Agreement pursuant to this Section, the Closing Date Deposit, shall be extended refunded to give Buyer NM. If Contributor does not receive NM's written notice of termination or NM elects not to terminate the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice NM shall be deemed to have waived its right to terminate. If NM elects not to terminate this Agreement, return the Deposit to Buyer and Company shall receive at Closing an absolute assignment from Contributor of any interest Contributor may have otherwise had in the parties shall have no further obligations hereunder (except the indemnity obligations proceeds of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds on the Property (including any rent loss insurance applicable allocable to any the period on from and after the Closing Date) due Sellers as a result less any amount of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damagedequal to Contributor's reasonable expenses, then the parties shall proceed if any, incurred prior to Closing as provided by Contributor in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of repairing the Property to terminate its Leasethe condition it was in prior to such damage caused by fire or other casualty. At Closing, Contributor shall give NM a credit on the Transfer Value equal to the lesser of the estimated cost of restoration of such Property to the condition it was in prior to any such casualty or the amount of any deductible, unless Contributor has repaired the damage to the Property to the condition it was in prior to any such fire or other casualty. In the event that, between the expiration of the Diligence Period and the Closing Date, any Improvements located upon any Property shall be damaged or destroyed by fire, storm or other casualty, the Company shall receive at Closing an absolute assignment from Contributor of any interest Contributor may have otherwise had in the proceeds of any insurance on the Property (zincluding any rent loss insurance allocable to the period from and after the Closing Date) whichless any amount of such insurance proceeds equal to Contributor's reasonable expenses, if any, incurred prior to Closing by Contributor in Buyer’s repairing the Property to the condition it was in prior to such damage caused by fire or Sellers’ reasonable estimationother casualty. At Closing, will take longer than 120 days Contributor shall give NM a credit on the Transfer Value equal to repairthe lesser of the estimated cost of restoration of such Property to the condition it was in prior to any such casualty or the amount of any deductible, unless Contributor has repaired the damage to the Property to the condition it was in prior to any such fire or other casualty. Contributor shall maintain "all risk" replacement value insurance coverage in place on the Property at all times prior to the Closing.

Damage. Risk of loss up to and including the Closing Date Seller shall be borne by Sellers except as expressly set forth herein. In the event promptly give Purchaser written notice of any material damage to or destruction any of the Property or any portion thereofProperties, Buyer maydescribing such damage, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of whether such damage is covered by insurance, and the estimated cost of repairing such damage. Seller shall, to the extent possible, begin repairs prior to the Closing. If at Closing the repairs have not been completed, then at Purchaser's election, one (1) of the following shall occur: (a) Seller will remain obligated to complete the repairs after Closing, holding back funds in an amount adequate to cover any unfunded portion of the repair(s) or destruction (b) Purchaser will assume responsibility for completing the uncompleted portion of the repair(s) and if necessary Seller will provide Purchaser with cash in an escrow in an amount adequate to cover any unfunded portion of the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreementrepair(s), in which event Escrow Holder shallinstance Purchaser will assume the Seller's responsibility under any work contract and Seller will assign Purchaser the benefit of any warranty for said work, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties if any such warranty shall have no further obligations hereunder exist. Under either (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreementa) or (b), or (ii) proceed under this Agreement Seller will also provide Purchaser with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured losslost rent that occurs during the repair(s) period. If Buyer elects such damage is material, Purchaser may elect by notice to Seller given within 10 days after Purchaser is notified of such damage (iiand the Closing shall be extended, if necessary, to give Purchaser such 10-day period to respond to such notice) above, Sellers will cooperate with Buyer to proceed in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If same manner as in the Property case of damage that is not materially damaged, then the parties shall proceed material or to Closing terminate this Contract as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 particular Property which was damaged. Damage as to any one or (y) that entitles any tenant of the Property multiple occurrences is material if such damage would permit a Tenant to terminate its LeaseLease or the cost to repair the damage, or as reasonably estimated by Purchaser, plus lost rent after Closing resulting from the damage, exceeds Five Hundred Thousand and 00/100 dollars (z$500,000.00) whichper Property for Eastpark II, in Buyer’s or Sellers’ reasonable estimationShelby 4, will take longer than 120 days to repair5 and 18 and Seven Hundred Fifty Thousand and 00/100 Dollars ($750,00.00) per Property for Eastpark I, Shelby 19 and Technicolor II.

Damage. Risk All risk of loss up with respect to and including the Property shall remain with Seller until the Closing Date and delivery of the deed vesting title in Purchaser, when full risk of loss with respect to the Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If such damage is not material, then (i) Seller shall, to the extent possible, begin repairs prior to the Closing out of any insurance proceeds received by Seller for the damage, (ii) at Closing, Purchaser shall receive a credit, net of any proceeds placed in escrow for such purpose established with Prudential as the lender of the Parcel B Loan, for one hundred and twenty-five percent (125%) of the remaining cost to complete the restoration, as reasonably estimated by Seller's contractor (which shall be borne by Sellers except as expressly set forth herein. In subject to Purchaser's reasonable approval) and Seller's contractor will be allowed to complete its work, if done so in a commercially reasonable manner, and (iii) Purchaser shall assume the event responsibility for the repair after the Closing (it being understood that upon such completion and the payment of any material damage amounts incurred in connection therewith, Purchaser shall return to or destruction Seller any excess amounts credited to Seller at Closing for such restoration work, to the extent not required to be applied to effect the completion of the Property or any portion thereofrestoration). If such damage is material, Buyer may, at its option, Purchaser may elect by notice to Sellers (with a copy to Escrow Holder) Seller given within ten (10) Business Days 10 days after Sellers notify Buyer in writing Purchaser is notified of such damage or destruction (and if necessary the Closing Date shall be extended extended, if necessary, to give Buyer the full 10-Purchaser such 10 day period to make respond to such election): (inotice) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement, in which event Escrow Holder shallthe Xxxxxxx Money shall be returned to Purchaser. If damage constituting material damage is not covered by Seller's existing insurance, upon receipt then Seller shall not be obligated to restore the damage or to credit Purchaser for the cost of Buyer’s notice restoration. Damage as to terminate this Agreementany one or multiple occurrences is material if the cost to repair the damage, return as reasonably estimated by Seller's contractor (if Seller has engaged a contractor to perform the Deposit to Buyer work), and the parties otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds $500,000. Purchaser further shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive right to characterize damage as material if the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repair. An affiliate of Seller may be engaged as Seller's contractor.

Damage. Risk If the Premises are damaged by fire or other cause covered by Landlord’s policy of loss up fire insurance with extended coverage or other property damage insurance carried by Landlord, all damage to and including the Closing Date structural portions of the building required to be maintained by Landlord pursuant to this Lease shall be borne repaired by Sellers except as expressly set forth herein. In and at the event expense of any material damage Landlord and the rent until such repairs shall have been made shall xxxxx pro-rata according to or destruction the part of the Property Premises which is unusable by Tenant. However, if such damage was caused by the gross negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of “labor troubles” or any portion thereofother cause beyond Landlord’s control. If, Buyer however, the Premises are rendered wholly untenantable by fire or other cause, or Landlord shall decide not to rebuild the same, Landlord may, at its option, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such damage, notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of its intention to cancel this Lease, whereupon the term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in none of the certain contingencies in this Article mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any period during which the occupation of said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of BuyerTenant’s notice personal property. If Landlord does not elect to terminate this AgreementLease as provided above, return Landlord shall proceed in a commercially reasonable manner to repair the Deposit portions of the Premises which Landlord is required to Buyer restore in accordance with this Article 10 and, upon the completion of such repairs, Tenant shall use diligent and commercially reasonable efforts to repair the parties shall have no further obligations hereunder (except portions of the indemnity obligations Premises which are the responsibility of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed Tenant to insure under this Agreement with no adjustment Lease. If Landlord’s restoration of the Purchase Price, receive any insurance proceeds Premises is not substantially completed within one hundred eighty (including any rent loss insurance applicable to any period on and 180) days after the Closing Datedate the damage occurs, Tenant may as its sole and exclusive remedy, terminate the Lease on the date falling thirty (30) due Sellers as a result days after the date of Tenant’s notice; provided, however, that Landlord may nullify Tenant’s termination if Landlord substantially completes such damage or destruction and assume responsibility for restoration work within such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects thirty (ii30) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairday period.

Damage. Risk In the event of loss up "damage" to and including the Closing Date Property or any portion thereof prior to Closing, which is "major" (as such terms are hereinafter defined) then Seller shall be borne by Sellers except as expressly set forth hereinpromptly notify Purchaser thereof. In the event of any material damage such major damage, Purchaser may elect to proceed with the Closing (subject to the other provisions of this Agreement) or destruction of the Property or any portion thereof, Buyer may, at its option, may terminate this Agreement by delivering written notice thereof to Sellers (with a copy to Escrow Holder) given Seller within ten (10) Business Days days after Sellers notify Buyer in writing Purchaser's receipt of Seller's notice respecting the damage. If, within ten (10) days of receipt of Seller's notice respecting such damage or destruction (and if necessary the Closing Date major damage, Purchaser delivers written notice of termination of this Agreement to Seller, this Agreement shall terminate, all Exxxxxx Money shall be extended returned to give Buyer Purchaser and, except for obligations of the full 10-day period to make such election): (i) terminate parties which survive termination of this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and Agreement the parties shall have no further obligations hereunder hereunder. If Purchaser does not timely elect to terminate this Agreement (except the indemnity obligations subject to any lender's refusal to pay insurance proceeds or condemnation awards to Seller, in which event Purchaser shall have ten ( 10) days from receipt of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination notice of such refusal to elect whether to terminate this Agreement), or (ii) proceed under Purchaser shall have no further right to terminate this Agreement with no adjustment as a result of the Purchase Pricedamage and in such event, receive any Seller shall pay over or assign to Purchaser at Closing all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers or condemnation awards payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies). If the damage is not major, then Purchaser may not terminate this Agreement and Seller shall pay over or destruction assign to Purchaser at Closing all insurance proceeds or condemnation awards payable as a result of such damage and assume responsibility for pay any insurance deductible due under Seller's insurance policy(ies). In the event the damage is not major and prior to Closing sufficient insurance proceeds are not received or committed in writing by the insurance carrier sufficient to repair any damage, Seller shall repair such repair, and Buyer shall receive damage by Closing to Purchaser's reasonable satisfaction to the condition that existed prior to such damage or give Purchaser a credit at Closing in an amount sufficient to pay for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If cost unpaid as of Closing for repair of the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means applicable damage (w) resulting in the Property not complying with all legal requirements applicable i.e. to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of restore the Property to terminate its Leasesubstantially the same condition as immediately before such casualty), such amount to be determined by an architect or other appropriate professional selected by Purchaser and approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed. Any assignment by Seller to Purchaser of insurance proceeds respecting loss of rental income, shall be limited to that portion of such proceeds attributable to periods after Closing. Seller agrees that the assignment of insurance proceeds contemplated under this Section 7.1 shall include, without limiting the generality of the foregoing assignment, insurance proceeds from any loss of income or rents insurance policy maintained by Seller. The Closing shall be extended for a period of up to an additional thirty (z30) which, days in Buyer’s the event any lender fails to make a decision regarding any insurance proceeds or Sellers’ reasonable estimation, will take longer than 120 days to repaircondemnation awards on or before the then scheduled Closing Date.

Damage. Risk of loss up to Seller assumes all risks and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any material liability for damage to or destruction of injury occurring to the Property by fire, storm, accident, or any portion other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, Buyer may, at its option, by notice suffers any damage prior to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended from fire or other casualty that either (a) the cost to give Buyer the full 10-day period repair or restore is equal to make such election): or greater than $1,000,000 or (ib) gives rise to a right of any tenant under a Lease to terminate its Lease which is exercised, or not waived, Purchaser may either at or prior to Closing (c) terminate this Agreement, in which event Escrow Holder shallthe Xxxxxxx Money shall be refunded to Purchaser, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties neither party shall have no any further right or obligation hereunder (other than with respect to obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which that expressly survive the termination of this Agreement), or (iid) proceed 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 (including Seller's rent insurance, to the extent assignable) plus an amount equal to Seller's deductible under this Agreement with its insurance policy (less any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which shall be payable to Seller) shall be assigned to Purchaser at the Closing. If the Property, or any part thereof, suffers any damage from a fire or other casualty prior to the Closing that the cost to repair or restore is less than $1,000,000 and does not give rise to any tenant under a Lease to terminate its lease that is exercised or not waived , Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy (provided that Seller’s insurer acknowledges and agrees to the assignment) and there shall be no adjustment of reduction in the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repair.

Damage. Risk If the Premises are damaged by fire or other cause covered by Landlord’s policy of loss up fire insurance with extended coverage or other property damage insurance carried by Landlord, all damage to and including the Closing Date structural portions of use building required to be maintained by Landlord pursuant to this Lease shall be borne repaired by Sellers except as expressly set forth herein. In and at the event expense of any material damage Landlord and the Rent and all Additional Rent reserved hereunder until such repairs shall have been made shall xxxxx pro-rata according to or destruction the part of the Property Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of “labor troubles” or any portion thereofother cause beyond Landlord’s control. If, Buyer however, the Premises are rendered wholly untenantable by fire or other cause, and inadequate funds are made available to Landlord through insurance proceeds to restore the Premises and/or the Building, Landlord may, at its option, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such damage, notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of its intention to cancel this Lease, whereupon the term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in none of the certain contingencies in this Article mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any period during which the occupation of said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of BuyerTenant’s notice personal property. If Landlord does not elect to terminate this AgreementLease as provided above, return Landlord shall proceed in a commercially reasonable manner to repair the Deposit portions of the Premises which Landlord is required to Buyer restore in accordance with this Article 10 and, upon the completion of such repairs, Tenant shall use diligent and commercially reasonable efforts to repair the parties shall have no further obligations hereunder (except portions of the indemnity obligations Premises which are the responsibility of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed Tenant to insure under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repair.

Damage. Risk 27.1 In case of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any material damage to partial or total destruction of the Property Premises, the Tenant will give immediate notice thereof to the Landlord. If the Premises shall have been damaged or any portion destroyed to an extent less than 25% of the insurable value thereof, Buyer may, the Landlord will restore the Premises to their former condition within a reasonable time at its optionexpense. If the Premises shall have been damaged or destroyed to an extent of 25% or more of the insurable value thereof, by notice the Landlord may within Ninety (90) days elect to Sellers (with a copy a) restore the Premises to Escrow Holdertheir former condition within One Hundred Twenty (120) given within ten days of Landlord's election date at its expense, or (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (ib) terminate this AgreementLease by giving notice of termination to the Tenant. If Landlord elects to restore the Premises and does not substantially complete said restoration within One Hundred Twenty (120) days (excluding noncompletion of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which event Escrow Holder shalldoes not materially interfere with Tenant's use of such part of the Premises), upon receipt of Buyer’s notice Tenant shall have the right to terminate this AgreementLease by giving written notice to Landlord. A just proportion of the Basic Rent, return according to the Deposit to Buyer nature and extent of the parties damage or destruction, will be abated from the time of the same until the Premises shall have been restored (as hereinabove provided) or this Lease terminated, excepting, however, that if the nature of the damages is such as to render the Premises wholly unsuitable for Tenant's use, then unless this Lease is terminated by Landlord, as hereinbefore provided, all rent shall xxxxx and Tenant's obligations under this Lease shall be suspended until such time as the Premises shall have been fully restored by the Landlord. There shall be no further obligations hereunder (except obligation upon the indemnity obligations part of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination Landlord to repair or rebuild during the last year of the term of this Agreement)Lease. Landlord's obligation to repair or rebuild pursuant to this paragraph shall be limited to the basic building, systems and equipment and replacement of any interior work which may have been installed at Landlord's cost. Landlord's obligation to repair or (ii) proceed under this Agreement with no adjustment rebuild shall also be limited to the extent of insurance proceeds made available by any mortgagee having control over disposition of such proceeds and shall be further limited to not include the restoration, repair or rebuilding of any portion of the Purchase PricePremises for which Tenant is required to maintain insurance under Paragraph 26.3 of this Lease. Tenant shall be responsible to promptly restore, receive repair or replace any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant portion of the Property Premises for which Tenant is required to terminate its maintain insurance under Paragraph 26.3 of this Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any material damage "damage" to or destruction of the Property or any portion thereof, Buyer maywhich is "major" (as such terms are hereinafter defined) then Seller shall promptly notify Purchaser thereof. In the event of such major damage, at its option, Purchaser may elect to proceed with the Closing (subject to the other provisions of this Agreement) or may terminate this Agreement by delivering written notice thereof to Sellers (with a copy to Escrow Holder) given Seller within ten (10) Business Days days after Sellers notify Buyer in writing Purchaser's receipt of Seller's notice respecting the damage. If, within ten (10) days of receipt of Seller's notice respecting such damage or destruction (and if necessary the Closing Date major damage, Purchaser delivers written notice of termination of this Agreement to Seller, this Agreement shall terminate, all Xxxxxxx Money shall be extended returned to give Buyer Purchaser and, except for obligations of the full 10-day period to make such election): (i) terminate parties which survive termination of this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of hereunder. If Purchaser does not timely elect to terminate this Agreement), or (ii) proceed under Purchaser shall have no further right to terminate this Agreement with no adjustment as a result of the Purchase Pricedamage and in such event, receive any Seller shall assign to Purchaser at Closing all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers or condemnation awards payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies). If the damage is not major, Seller shall assign to Purchaser at Closing all insurance proceeds or destruction condemnation awards payable as a result of such damage and assume responsibility for pay any insurance deductible due under Seller's insurance policy(ies). In the event the damage is not major and prior to Closing sufficient insurance proceeds are not received or committed in writing by the insurance carrier sufficient to repair any damage, Seller shall repair such repair, and Buyer shall receive damage by Closing or give Purchaser a credit at Closing in an amount sufficient to pay for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If cost unpaid as of Closing for repair of the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means applicable damage (w) resulting in the Property not complying with all legal requirements applicable i.e. to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of restore the Property to terminate its Leasesubstantially the same condition as immediately before such casualty), such amount to be determined by an architect or (z) whichother appropriate professional selected by Seller and approved by Purchaser, in Buyer’s such approval not to be unreasonably withheld, conditioned or Sellers’ reasonable estimation, will take longer than 120 days delayed. Any assignment by Seller to repairPurchaser of insurance proceeds respecting loss of rental income shall be limited to that portion of such proceeds attributable to periods after Closing.

Damage. Risk of loss up If, prior to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of Date, all or any material damage to or destruction part of the Real Property is substantially damaged by fire, casualty, the elements, or any portion thereofother cause, Seller shall immediately give notice to Buyer mayof such fact and, at its optioneither Buyer’s option or Seller’s option (to be exercised within 30 days after Seller’s notice), by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date this Agreement shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreementterminate, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall neither party will have no any further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement and the Xxxxxxx Money, together with no adjustment of any accrued interest, shall be refunded to Buyer. If both parties fail to elect to terminate despite such damages, or if the Purchase PriceReal Property is damaged but not substantially, receive any insurance proceeds (including any rent loss insurance applicable Seller shall promptly commence to any period on and after the Closing Date) due Sellers as a result of repair such damage or destruction and assume responsibility for return the Real Property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed, provided, however, that Buyer shall have the right to delay the Closing Date until repair is completed. If Seller fails to diligently proceed to repair such damage then Buyer shall have the right to require Closing to occur and the Purchase Price shall be reduced by the cost of such repair, or at Buyer’s option, Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and Buyer the Purchase Price shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured lossremain the same. If Buyer elects (ii) aboveFor purposes of this Section, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. words “Material damage” and “Materially substantially damaged” means mean damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding that would cost $300,000 100,000.00 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days more to repair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth hereinSeller. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) Seller given within ten (10) Business Days 10 days after Sellers notify Seller notifies Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s Agreement by written notice to terminate this Agreement, return Seller and Escrow Agent and the Deposit plus accrued interest shall be immediately returned to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement)Buyer, or (ii) proceed under this Agreement with no adjustment of the Purchase PriceAgreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 deductible, uninsured or coinsured amount under said insurance policies and any uninsured or underinsured losspolicies. If Buyer elects (ii) above, Sellers Buyer may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ Seller’s insurers. If the Property is not materially damaged, then Buyer shall not have the parties shall proceed right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing as provided in clause (ii) abovea manner reasonably satisfactory to Buyer or if repairs cannot be completed before the Closing, credit Buyer at Closing for the reasonable cost to complete the repair. “"Material damage” " and “"Materially damaged” " means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding Two Hundred Thousand Dollars ($300,000 or 200,000.00), (y) that entitles any tenant of the Property Tenant to terminate its the Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 90 days to repair.

Damage. Risk of loss up If, prior to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of Date, all or any material damage to or destruction part of the Property Improvements are damaged by fire or any portion thereofother casualty, Buyer may, at its option, by then Seller shall immediately give notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing Purchaser of such damage or destruction fact and, if the Improvements are substantially damaged, then at Purchaser’s option (and if necessary the Closing Date to be exercised within thirty (30) days after Purchaser’s receipt of Seller’s notice), this Agreement shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreementterminate, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall neither party will have no any further obligations hereunder under this Agreement (except other than the obligations of Purchaser set forth in Section 3(b) and the indemnity obligations of each partyPurchaser set forth in Section 13 of this Agreement, which shall survive indefinitely and any other obligations set forth herein which expressly that specifically survive the termination hereof in accordance with the terms of this Agreement, which obligations shall survive any such termination), and the Xxxxxxx Money shall be returned to Purchaser within two (2) business days of the date of such termination, provided Purchaser and Seller shall execute any document reasonably required by the other party to evidence such termination. If Purchaser fails to elect to terminate despite such damage, or (ii) if the Improvements are damaged but not substantially, then Purchaser shall proceed under this Agreement with no adjustment of to Closing and accept title to the Real Property in its then existing physical condition, without any abatement or reduction of, or credit against, the Purchase Price, receive but Seller shall assign to Purchaser any unapplied insurance proceeds (including paid or payable to Seller in connection with such damage, subject to the rights of tenants under the Leases, and subject to the right of Seller to use the proceeds of all insurance related to such damage as herein provided. Seller shall have the right to commence restoration of the Improvements prior to Closing and to use the proceeds of all insurance related to such damage as hereinafter provided, and in such event the credit due to Purchaser at closing in respect of such casualty shall be reduced by the cost of the restoration work performed by Seller and approved by Purchaser. Seller shall have the right to negotiate with and adjust any rent loss claim with the insurance applicable company insuring the Improvements so damaged, and to provide and effect the necessary restoration as and to the extent required under the Leases, including, without limitation, reducing the damaged Improvements to grade and clearing the Real Property and doing such other things as may be reasonably necessary for the protection of all persons and property that may be endangered by the existing condition of the Real Property, in which case Seller shall have the right to use the proceeds of all insurance related to such damage for such purposes. For purposes of this Section 11, the words “substantially damaged” mean damage with respect to any period on and after the Closing Date) due Sellers as a result of such damage Improvements that would cost $1,000,000.00 or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days more to repair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers Seller except as expressly set forth herein. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers Seller (with a copy to Escrow Holder) given within ten five (105) Business Days after Sellers notify Seller notifies Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 105-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit (less the Independent Contract Consideration) to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ Seller’s insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ Seller’s reasonable estimation, will take longer than 120 days to repair.

Damage. Risk of loss up to and including If the Closing Date building in which the Premises is located ------ and/or the parking garage or other Common Facilities shall be borne damaged or destroyed by Sellers except fire or other casualty, LESSOR, at LESSOR'S sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such buildings, the parking garage or other Common Facilities, and other improvements, so as expressly set forth hereinto restore the Premises building and/or the parking garage and other improvements to the condition in which they were immediately prior to such damage or destruction to the extent reasonably practical. In the event The net proceeds of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, insurance recovered by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing reason of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment excess of the Purchase Price, receive any cost of adjusting the insurance claim and collecting the insurance proceeds (including such excess being referred to herein as the "Net Insurance Proceeds") shall, if such Net Insurance Proceeds exceeds Five Million and No/Dollars ($5,000,000.00), be held by the LESSOR'S mortgagee (provided that such Mortgagee is a bank, savings association, insurance company or other similar institutional lender having capital surplus and undivided profits of at least $50,000,000.00; herein called "Institutional Lender"), or, if no Institutional Lender then holds a mortgage lien, or deed to secure debt on the building , by any rent loss insurance escrow agent which is reasonably acceptable to LESSOR and LESSEE; and the Net Insurance Proceeds shall be released for the purpose of paying the fair and reasonable cost of restoring such building, garage and other improvements. Such Net Insurance Proceeds shall be released to LESSOR, or to LESSOR'S contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to LESSEE, LESSOR and LESSOR'S mortgagee (if the mortgagee so requires), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises the parking garage and other improvements, LESSOR shall be obligated to pay such deficiency and the amount of any period on such deductible. If the Net Insurance Proceeds are less than Five Million Dollars ($5,000,000.00), such Net Insurance Proceeds may be held by LESSOR and after used by LESSOR to pay the Closing Datefair and reasonable cost of restoring such building and other improvements. If the Net Insurance Proceeds (regardless of the amount thereof) due Sellers as a result exceed the full cost of the repair, rebuilding or replacement of the damaged building or other improvements, then the amount of such damage excess Net Insurance Proceeds shall be paid to LESSOR or destruction and assume responsibility for retained by the insurance carrier upon the completion of such repair, rebuilding or replacement. Rent shall xxxxx proportionally during restoration. In the event that, in the opinion of an architect retained by LESSEE and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) aboveacceptable to LESSOR, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is Premises cannot materially damagedbe restored within 180 days of commencement of restoration, then the parties shall proceed LESSEE may, by written notice to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable LESSOR delivered prior to the Propertycommencement of restoration, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its this Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repair.

Damage. Risk If, prior to the Closing Date, all or any part of loss up the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall immediately give notice to Purchaser of such fact and including at Purchaser's option (to be exercised prior to the earlier of the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by fifteen (15) days after Seller's notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date Purchaser), this Agreement shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreementterminate, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate neither party will have any further obligations under this Agreement, return the Deposit to Buyer and the parties shall have no further except for those obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), and the Deposit shall be refunded to Purchaser. If Purchaser fails to timely elect to terminate despite such substantial damage, or (ii) proceed under this Agreement with if the Property is damaged but not substantially, there shall be no adjustment of reduction in the Purchase Price, receive any and Seller shall assign to Purchaser at the Closing all of Seller's right, title and interest in and to the proceeds of all insurance related to such damage (except that Seller shall not sign, and Seller shall retain, the proceeds (including of any rent loss insurance applicable relating to the period prior to Closing or, if Purchaser closes early, to any period on prior to the date that the tenant under the Tenant Lease is required to pay Annual Basic Rent thereunder), along with Seller's payment to Purchaser of an amount equal to any insurance deductibles related to such damage. For purposes of this Section, the words "substantially damaged" mean damage that would cost Five Hundred Thousand and after the Closing DateNo/100ths Dollars ($500,000.00) due Sellers as a result of such damage or destruction and assume responsibility for such more to repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer which would adversely affect the Loan Commitment referenced in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairSection 3.2 hereof.

Damage. Risk of loss up If, prior to and including the Closing Date Date, all or any part of the Real Property is substantially damaged (to the extent that repairs are reasonably expected to exceed Five Hundred Thousand Dollars and no/100s ($500,000.00) by fire, casualty, the elements or any other cause, then Seller will promptly give notice to Buyer, and Buyer will have the right to terminate this Agreement by giving notice to Seller within five (5) days (or in any event prior to then targeted Closing Date) rafter Seller’s notice. During the notice period, Seller will promptly furnish Buyer such information regarding Seller’s insurance as Buyer may reasonably request and will consult and reasonably cooperate with Buyer with respect to the adjustment of insurance proceeds. If Buyer fails to give the termination notice, Seller shall commence repairs only to the extent actually covered by Seller’s insurance and to the extent of insurance proceeds received by Seller. At Closing, Seller will assign to Buyer all rights to insurance proceeds resulting from such event payable after closing (subject to Seller’s right to receive a credit at Closing in the amount of the reasonable costs incurred by Seller to obtain such proceeds and repair any damage repaired by Seller prior to Closing) and the Purchase Price will be borne reduced by Sellers except as expressly set forth hereinthe amount of Seller’s deductible. In the event of any material damage to the Real Property by fire, casualty, the elements or destruction other cause that does not rise to the level of “substantial” based on the Property or any portion thereofdefinition above, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary shall not have the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice right to terminate this AgreementAgreement and Seller will, return to the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each partyextent actually covered by Seller’s insurance, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers as a result of repair such damage or destruction at its sole cost prior to Closing, and assume responsibility for Closing may be extended up to sixty (60) days to permit such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repair.

Damage. Risk of loss up to and including the Closing Date shall be borne by Sellers except as expressly set forth hereinSeller. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer Purchaser may, at its option, by notice to Sellers (with a copy to Escrow Holder) Seller given within ten (10) Business Days 10 days after Sellers notify Buyer in writing Seller notifies Purchaser of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer Purchaser the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer Agreement and the parties Exxxxxx Money shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement)be immediately returned to Purchaser, or (ii) proceed under this Agreement with no adjustment of the Purchase PriceAgreement, receive any insurance proceeds, or an assignment thereof if such proceeds are unavailable (including any rent loss insurance applicable to any period on and after the Closing Date) ), due Sellers 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 or coinsured amount under said insurance policies and any uninsured or underinsured lossadditional amounts necessary to complete such repairs. If Buyer Purchaser elects (ii) above, Sellers Purchaser may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Buyer Purchaser in obtaining the insurance proceeds and such agreements from Sellers’ Seller’s insurers. If the Property is not materially damaged, then Purchaser shall not have the parties shall proceed right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing as provided in clause (ii) abovea manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing, assign to Purchaser at Closing any available insurance proceeds for such repair, and credit Purchaser at Closing an amount equal to the applicable deductible plus any additional cost to complete the repair. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant 1 percent of the Property Purchase Price to terminate its Lease, repair or (z) which, in Buyer’s or Sellers’ the reasonable estimationestimation of a mutually acceptable third party contractor, will take longer than 120 90 days to repair.

Damage. Risk If the demised premises, or the building or buildings of loss up which the premises may form a part, are damaged by fire or other casualty to such an extent that the damage cannot, in the opinion of Lessor, be repaired or restored within two hundred seventy (270) days of the date of such occurrence, this lease may be terminated at the option of the Landlord upon notice to Lessee within such two hundred seventy (270) day period, even though the premises have not become untenantable, and including the Closing Date upon such termination shall shall be borne an adjustment of rent to said date of termination, except that Lessee shall have the right to negate such termination by Sellers except agreeing to rebuild the premises as expressly set forth hereinherein provided in Paragraph 16.2. In If Lessor does not exercise the foregoing option, or if the premises are damaged by fire or other insured casualty, and such damage can be repaired within two hundred seventy (270) days of the date of such occurrence, or if the Lessee shall elect to repair or rebuild the premises this lease shall remain in full force and effect and Lessee shall promptly repair such damage at its expense and Lessor will make available to Lessee the proceeds of insurance carried by Lessee for the parties' benefit for Lessee's use in paying for such repairs. If this lease is not terminated as aforesaid, there shall be no abatement of rental payable hereunder but Lessee shall receive a credit against rental in an amount equal to the proceeds of rent insurance, if any, received by Lessor. The provisions of this paragraph shall not prejudice any other rights and remedies of Lessor in the event the Premises shall be damaged by fire or other casualty due to the fault or neglect of Lessee, Lessee's servants, employees, contractors, agents, visitors or licensees. Except to the extent provided for in this lease Lessor's obligations under this Lease shall not be affected by any material damage to or destruction of the Property premises by any cause whatsoever, and Tenant hereby expressly waives any and all additional right it might otherwise have under any law or any portion thereofstatute. Tenant agrees that its fire insurance policies for its contents, Buyer mayfurniture, at its optionfurnishings, fixtures and other property removable by notice Lessee under the provisions of this lease shall include appropriate clauses pursuant to Sellers which the insurance carriers (a) waive all rights of subrogation against Lessor with a copy respect to Escrow Holderlosses payable under such policies and/or (b) given within ten (10) Business Days after Sellers notify Buyer agree that such policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such damage or destruction (and if necessary policies. Lessee shall have Lessor named in such policies as one of the Closing Date assureds. If Lessor shall be extended named as one of the assured under the policies covering Lessee's contents, furniture, furnishings and fixtures in accordance with the foregoing provisions, Lessor shall promptly endorse to give Buyer the full 10-day period to make order of Lessee, without recourse, any check, draft, or order for the payment of money representing the proceeds of any such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and policy or representing any other obligations set forth herein payment growing out of or connected with said policies, and Lessor does hereby irrevocably waive any and all rights in and to such proceeds and payments, provided, however, that Lessee's right of full recovery under its aforesaid policies is not thereby prejudiced or otherwise adversely affected. Lessee hereby waives any and all right or recovery which expressly survive it might otherwise have against Landlord, its agents and employees, for loss or damage to Lessee's contents, furniture, furnishings, fixtures and other property removable by Lessee under the termination provisions of this Agreement)lease to the extent that the same is covered by Lessee's insurance, notwithstanding that such loss of damage may result from the negligence or (ii) proceed under this Agreement with no adjustment fault of Landlord, its agents or employees. Lessee agrees to advise Lessor promptly as to the coverage or language of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers 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 amount under said clauses included in its insurance policies and pursuant to this paragraph. Lessee also agrees to notify Lessor promptly of any uninsured cancellation or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant change of the Property to terminate its Lease, terms of any such policy which would affect such clauses or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repairnaming.

Damage. Risk of loss up If, prior to and including the Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of Date, all or any material damage to or destruction part of the Property is substantially damaged by fire casualty, the elements or any portion thereofother cause, Buyer may, at its option, by Seller shall immediately give notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction fact and at Buyer's option (and if necessary the Closing Date to be exercised within thirty days after Seller's notice), this Agreement shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreementterminate, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall neither party will have no any further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement and the Xxxxxxx Money, together with no adjustment of any accrued interest, shall be refunded to Buyer. If Buyer fails to elect to terminate despite such damage, or if the Purchase PriceProperty is damaged but not substantially, receive any insurance proceeds (including any rent loss insurance applicable Seller shall promptly commence to any period on and after the Closing Date) due Sellers as a result of repair such damage or destruction and assume responsibility for return the property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, Buyer shall have the right to delay the Closing Date until repair is completed, or escrow one hundred and ten (110%) percent of the estimated cost to complete the repairs from the Seller's proceeds and close the transaction. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer's option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and Buyer the Purchase Price shall receive a credit at Closing for any deductible amount under said insurance policies remain the same. For purposes of this Section, the words "substantially damaged" mean damage that would cost Fifty Thousand and any uninsured No/100 ($50,000.00) Dollars or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days more to repair.

Damage. Risk of loss up If, prior to and including the Closing Date Date, all or any part of the Improvements are damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. If any part of the Improvements are substantially damaged, at Purchaser's option (to be borne exercised by Sellers except as expressly set forth hereinPurchaser's written notice to Seller given within thirty (30) days after Seller's initial notice to Purchaser), this Agreement shall terminate. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Sellers (with a copy to Escrow Holder) given within ten (10) Business Days after Sellers notify Buyer in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed neither party will have any further obligations under this Agreement with no adjustment (other than the obligations of the Purchase Priceparties that, receive by the express terms hereof, survive any insurance proceeds such termination), and the Xxxxxxx Money shall be refunded to Purchaser. If Purchaser fails to elect to terminate (including any rent loss insurance applicable in the manner provided in this Section 12) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to any period on and after the Closing Date) due Sellers as a result of repair such damage or destruction and assume responsibility for to return the Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and Buyer shall be entitled to receive a credit at the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing for any deductible amount under said insurance policies and any uninsured Date until repair is completed. For purposes of this Section 12, the words "substantially damaged" mean damage that would cost $500,000 or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining more to repair or damage that would entitle the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property Tenant to terminate its the Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repair.