Common use of Destruction Clause in Contracts

Destruction. If at any time prior to the Closing Date any portion of the Property should sustain damage by fire or other casualty (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect to the Property paid to Seller between the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Price.

Destruction. Until Closing, Seller shall bear the risk of loss should there be damage to any of the Improvements by fire or other casualty (a “Casualty”). If at any time prior to the Closing Date any portion of the Property should sustain damage by fire or other casualty (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice a letter from Seller’s insurance adjuster confirming the cost of restoring the Improvements). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where (i) the cost of restoring any one apartment complex exceeds the Improvements to their condition prior to the Casualty, as determined by Seller’s insurance adjuster, will equal or exceed One Million Dollars ($800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured 1,000,000); or (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceedsii) ten percent (10%) or if more of the insurance provider denies coverage for such Casualty due to an act or omission of Sellerunits at the Property are rendered un-rentable. If Buyer does not terminate this Agreement, or if the Casualty is not “material”, the proceeds of any insurance with respect to the Property paid to Seller between the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to BuyerBuyer through a credit on the settlement statement, without in any manner affecting the Purchase Price.

Destruction. If at any time prior to the Closing Date any portion of the Property should sustain damage by fire or other casualty (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect the Improvements to a their condition prior to the Casualty where will equal or exceed four (4.0%) of the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of SellerPurchase Price. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect to the Property paid to Seller between the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Price.

Destruction. If the Leased Premises shall be partially damaged by any casualty insured against under any insurance policy maintained by Landlord, Landlord shall, upon receipt of the insurance proceeds, repair the Leased Premises and until repair is complete the Basic Annual Rent and Additional Rent shall be abated proportionately as to that portion of the Leased Premises rendered untenantable. Notwithstanding the foregoing, if: (a) the Leased Premises by reason of such occurrence are rendered wholly untenantable, or (b) the Leased Premises should be damaged as a result of a risk which is not covered by insurance, or (c) the Leased Premises should be damaged in whole or in part during the last six (6) months of the term or of any renewal hereof, or (d) the Leased Premises or the Building (whether the Leased Premises are damaged or not) should be damaged to the extent of fifty percent (50%) or more of the then-monetary value thereof, then and in any such events, Landlord may either elect to repair the damage or may cancel this Lease by notice of cancellation within ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to Landlord. Tenant's liability for rent upon the termination of this Lease shall cease as of the day following Landlord's giving notice of cancellation. In the event Landlord elects to repair any damage, any abatement of rent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have been repaired. If the damage is caused by the negligence of Tenant or its employees, agents, invitees, or concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord, Tenant shall repair and refixture the interior of the Leased Premises in a manner and in at any time least a condition equal to that existing prior to the Closing Date any portion of the Property should sustain damage by fire destruction or other casualty (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds of any all insurance with respect to the Property paid to Seller between the date of this Agreement carried by Tenant on its property and the Closing Date fixtures shall be paid over to Buyer at held in trust by Tenant for the time purpose of Closing (less any amount expended by Seller under Section 13(b) below) said repair and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Pricereplacement.

Destruction. If the Leased Premises shall be partially damaged by any casualty insured against under any insurance policy maintained by Landlord, Landlord shall, upon receipt of the insurance proceeds, repair the Leased Premises and until repair is complete the Basic Annual Rent and Additional Rent shall be abated proportionately as to that portion of the Leased Premises rendered untenantable. Notwithstanding the foregoing, if: (a) the Leased Premises by reason of such occurrence are rendered wholly untenantable, or (b) the Leased Premises should be damaged as a result of a risk which is not covered by insurance, or (c) the Leased Premises should be damaged in whole or in part during the last six (6) months of the term or of any renewal hereof, or (d) the Leased Premises or the Building (whether the Leased Premises are damaged or not) should be damaged to the extent of fifty percent (50%) or more of the then-monetary value thereof, then and in any such events, Landlord may either elect to repair the damage or may cancel this Lease by notice of cancellation within Ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to Landlord. Tenant’s liability for rent upon the termination of this Lease shall cease as of the day following Landlord’s giving notice of cancellation. In the event Landlord elects to repair any damage, any abatement of rent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have been repaired. If the damage is caused by the negligence of Tenant or its employees, agents, invitees, or concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord, Tenant shall repair and refixture the interior of the Leased Premises to the extent of the Tenant Finish in a manner and in at any time least a condition equal to that existing prior to the Closing Date any portion of the Property should sustain damage by fire destruction or other casualty (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect to the Property paid to Seller between the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Pricecasualty.

Destruction. If at any time prior to the Closing Date any portion of the Property should sustain damage by fire or other casualty (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect the Improvements to a their condition prior to the Casualty where will equal or exceed ten percent (10%) of the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of SellerPurchase Price. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect to the Property paid to Seller between the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid by Seller to Buyer, without in any manner affecting the Purchase Price.

Destruction. If at any time prior to the Closing Date any portion of the Property should sustain damage is damaged by fire or other casualty on or before the Closing Date, and the estimated cost of repair is less than ONE MILLION DOLLARS (a “Casualty”$1,000,000), the Purchase Price shall be reduced by the cost of repair as approved by Buyer. In the event of any such damage where the cost of repair exceeds ONE MILLION DOLLARS ($1,000,000), Seller immediately shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate notify Buyer of the time such damage and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating right to terminate this Agreement (by giving written notice ( the "Termination Notice") of such election to Seller and Escrow Holder given within no later than ten (10) business days after receipt of Seller's notice of such damage. If this Agreement is so terminated, then (i) Seller shall pay all costs associated with the Casualty Notice cancellation of the Escrow pursuant to this Section, (ii) neither Buyer nor Seller shall have any further rights or obligations under this Agreement (except to the extent of any indemnities under this Agreement with respect to events occurring prior to such termination, which indemnities shall survive any such termination), and (iii) Escrow Holder shall, without requiring any further instruction from Seller), immediately return to Buyer the Deposit and all interest accrued thereon. Notwithstanding the foregoing, if Buyer timely elects to terminate this Agreement pursuant to the foregoing right, then Seller shall provide copies may elect to repair the Property in order to return it to its condition prior to the damage by giving written notice to Buyer of all correspondence with its insurance company or insurance agent such election no later than ten (10) business days after receipt of Buyer's Termination Notice and, if Seller so elects, the Termination Notice shall be deemed null and void; provided, however, that such repairs shall be diligently performed by Seller and shall be completed prior to the Closing Date. In the event that Buyer fails to timely deliver the Termination Notice following any event of Casualty. For purposes hereofdamage giving rise to such a notice, a “material” Casualty is one where then neither Buyer nor Seller shall have the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect right to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in by reason of such damage and Buyer shall elect one of the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect following two options prior to the Property paid to Seller between the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Price.Date:

Destruction. If at Lessor will provide notice to Lessee of any time prior to casualty or other harm affecting the Closing Date any portion Property within twenty-four (24) hours of the Property should sustain damage by fire casualty or other casualty (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate harm. If any part of the time and cost necessary to repair Communication Facility or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is damaged by casualty or other harm as to render the subject of a Casualty which is materialLeased Premises unsuitable, Buyer shall have the rightin Lessee’s sole determination, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer then Lessee may terminate this Agreement in by providing written notice to Lessor, which termination will be effective as of the event that date of such Casualty is uninsured (whichcasualty or other harm. Upon such termination, for clarification purposes, shall not include any Casualty for which Lessee will be entitled to collect all insurance proceeds are not paid merely because payable to Lessee on account thereof and to be reimbursed for any prepaid Rent on a pro rata basis. Lessor agrees to permit Lessee to place temporary transmission and reception facilities on the deductible exceeds Property, but only until such time as Lessee is able to activate a replacement transmission facility at another location; notwithstanding the amount termination of proceeds) or if this Agreement, such temporary facilities will be governed by all of the insurance provider denies coverage for such Casualty due to an act or omission terms and conditions of Sellerthis Agreement, including Rent. If Buyer the Leased Premises is totally or substantially damaged or destroyed, Lessor may terminate this Lease or may rebuild the tower at Lessor’s expense. If Lessor elects to terminate this Lease, Lessor will notify Lessee of such determination within thirty (30) days after the casualty or other harm, and all rights and obligations of Lessor and Lessee arising after the termination date shall terminate. If Lessor does not so notify Lessee of its election to terminate this Agreement, Lessor shall promptly rebuild the proceeds of any insurance with respect Tower, and Lessor agrees to permit Lessee to place temporary transmission and reception facilities on the Property paid to Seller between at no additional Rent until the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount reconstruction of the deductible Leased Premises and/or the Communication Facility is completed. Lessee shall not be required to be paid under pay Rent while the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase PriceTower is being rebuilt unless Lessor provides Lessee with an alternative space.

Destruction. If at any time prior to the Closing Date any portion of the Property should sustain damage is damaged by fire or other casualty on or before the Closing Date, and the estimated cost of repair is less than ONE MILLION DOLLARS (a “Casualty”$1,000,000), the Purchase Price shall be reduced by the cost of repair as approved by Buyer. In the event of any such damage where the cost of repair exceeds ONE MILLION DOLLARS ($1,000,000), Seller immediately shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate notify Buyer of the time such damage and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating right to terminate this Agreement (by giving written notice ( the "Termination Notice") of such election to Seller and Escrow Holder given within no later than ten (10) business days after receipt of Seller's notice of such damage. If this Agreement is so terminated, then (i) Seller shall pay all costs associated with the Casualty Notice cancellation of the Escrow pursuant to this Section, (ii) neither Buyer nor Seller shall have any further rights or obligations under this Agreement (except to the extent of any indemnities under this Agreement with respect to events occurring prior to such termination, which indemnities shall survive any such termination), and (iii) Escrow Holder shall, without requiring any further instruction from Seller), immediately return to Buyer the Deposit and all interest accrued thereon. Notwithstanding the foregoing, if Buyer timely elects to terminate this Agreement pursuant to the foregoing right, then Seller shall provide copies may elect to repair the Property, using the proceeds of insurance policies maintained by Seller on the Property, in order to return it to its condition prior to the damage by giving written notice to Buyer of all correspondence with its insurance company such election no later than ten (10) business days after receipt of Buyer's Termination Notice and, if Seller so elects, the Termination Notice shall be deemed null and void; provided, however, that such repairs shall be diligently performed by Seller and shall be completed as a condition to Neurocrine's right to terminate the Lease or insurance agent after surrender the Property upon expiration of the Lease. In the event that Buyer fails to timely deliver the Termination Notice following any event of Casualty. For purposes hereofdamage giving rise to such a notice, a “material” Casualty is one where then neither Buyer nor Seller shall have the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect right to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in by reason of such damage and Buyer shall elect one of the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect following two options prior to the Property paid to Seller between the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Price.Date:

Destruction. If at any time prior to the Closing Date any portion of the Property should sustain damage by fire or other casualty (a “Casualty”), Seller shall promptly give written notice not later than three (3) business days after the Casualty (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) business days after receipt of the Casualty Notice from Seller) and Buyer shall be entitled to a refund of the Deposit (including the Hard Deposit). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds the Improvements to their condition prior to the Casualty will equal or exceed $800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller1,000,000. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect to the Property paid to Seller between the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at ClosingClosing with the written consent of the insurer, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Price.

Destruction. If the Leased Premises shall be partially damaged by any casualty insured against under any insurance policy maintained by Landlord. Landlord shall, upon receipt of the insurance proceeds, repair the Leased Premises and until repair is complete the Basic Annual Rent and Additional Rent shall be abated proportionately as to that portion of the Leased Premises rendered untenantable. Notwithstanding the foregoing, if: (a) the Leased Premises by reason of such occurrence are rendered wholly untenantable, or (b) the Leased Premises should be damaged as a result of a risk which is not covered by insurance, or (c) the Leased Premises should be damaged in whole or in part during the last six (6) months of the term or of any renewal hereof, or (d) the Leased Premises or the Building (whether the Leased Premises are damaged or not) should be damaged to the extent of fifty percent (50%) or more of the then-monetary value thereof, then and in any such events, Landlord may either elect to repair the damage or may cancel this Lease by notice of cancellation within ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to Landlord. Tenant's liability for rent upon the termination of this Lease shall cease as of the day following Landlord's giving notice of cancellation. In the event Landlord elects to repair any damage, any abatement of rent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have bean repaired. If the damage is caused by the willful acts of Tenant or its employees, agents, invitees, or concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord, Tenant shall repair and refixture the interior of the Leased Premises in a manner and in at any time least a condition equal to that existing prior to the Closing Date any portion of the Property should sustain damage by fire destruction or other casualty (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds of any all insurance with respect to the Property paid to Seller between the date of this Agreement carried by Tenant on its property and the Closing Date fixtures shall be paid over to Buyer at held in trust by Tenant for the time purpose of Closing (less any amount expended by Seller under Section 13(b) below) said repair and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Pricereplacement.

Destruction. If at the Leased Premises shall be partially damaged by any time prior casualty insured against under any insurance policy maintained by Landlord, Landlord shall, upon receipt of the insurance proceeds, repair the Leased Premises and until repair is complete the Basic Annual Rent and Additional Rent shall be abated proportionately as to the Closing Date any that portion of the Property Leased Premises rendered untenantable. Notwithstanding the foregoing, if: (a) the Leased Premises by reason of such occurrence are rendered wholly untenantable, or (b) the Leased Premises should sustain damage be damaged as a result of a risk which is not covered by fire insurance, or other casualty (a “Casualty”), Seller shall promptly give written notice c) the Leased Premises should be damaged in whole or in part during the last six (“Casualty Notice”6) thereof to Buyer, which notice shall include Seller’s estimate months of the time term or of any renewal hereof, or (d) the Leased Premises or the Building (whether the Leased Premises are damaged or not) should be damaged to the extent of fifty percent (50%) or more of the then-monetary value thereof, then and cost necessary in any such events, Landlord may either elect to repair or remedy the damage caused or may cancel this Lease by notice of cancellation within Ninety (90) days after such Casualtyevent and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to Landlord. Seller Tenant's liability for rent upon the termination of this Lease shall also promptly give cease as of the day following Landlord's giving notice of cancellation. In the event Landlord elects to its insurerrepair any damage, any abatement of rent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have been repaired. If the Property damage is caused by the subject negligence of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect to the Property paid to Seller between the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Price.Tenant

Destruction. If the Leased Premises shall be partially damaged by any casualty insured against under any insurance policy maintained by Landlord, Landlord shall, upon receipt of the insurance proceeds, repair the Leased Premises and until repair is complete the Basic Annual Rent and Additional Rent shall be abated proportionately as to that portion of the Leased Premises rendered untenantable. Notwithstanding the foregoing, if: (a) the Leased Premises by reason of such occurrence are rendered wholly untenantable, or (b) the Leased Premises should be damaged as a result of a risk which is not covered by insurance, or (c) the Leased Premises should be damaged in whole or in part during the last six (6) months of the term or of any renewal hereof, or (d) the Leased Premises or the Building (whether the Leased Premises are damaged or not) should be damaged to the extent of fifty percent (50%) or more of the then-monetary value thereof, then and in any such events, Landlord may either elect to repair the damage or may cancel this Lease by notice of cancellation within Ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to Landlord. Tenant's liability for rent upon the termination of this Lease shall cease as of the day following Landlord's giving notice of cancellation. In the event Landlord elects to repair any damage, any abatement of rent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have been repaired. If the damage is caused by the negligence of Tenant or its employees, agents, invitees, or concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord, Tenant shall repair and refixture the interior of the Leased Premises to the extent of the Tenant Finish in a manner and in at any time least a condition equal to that existing prior to the Closing Date any portion of the Property should sustain damage by fire destruction or other casualty (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect to the Property paid to Seller between the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Pricecasualty.

Destruction. 14.1 If at any the Premises or the Building are damaged by fire or casualty, Landlord shall forthwith repair the same provided that such repairs can e made within 180 days after the date of such damage under the laws and regulations of the federal, state and local governmental authorities having jurisdiction thereof. In such event, this Lease shall remain in full force and effect except that Tenant shall be entitled to a proportionate reduction of Base Rent and Additional Charges while such repairs to be made hereunder by Landlord are being made. Such proportionate reduction shall be based upon the extent to which such damage and the making of such repairs by Landlord shall interfere with the business carried on by Tenant in the Premises. Within 60 days after the date of such damage (or as soon as reasonably possible after such 60-day period), Landlord shall notify Tenant whether or not such repairs cannot be made within 180 days after the date of such damage and Landlord's determination thereof shall be binding on Tenant. If such repairs cannot be made within 180 days from the date of Landlord's notice to Tenant of the time prior necessary to make such repairs either to: (a) notify Tenant of Landlord's intention to repair such damage and diligently prosecute such repairs, in which event this Lease shall continue in full force and effect and the Base Rent and Additional Charges shall be reduced as provided herein; or (b) notify Tenant of Landlord's election to terminate this Lease as of a date specified in such notice, which date shall be not less than 30 nor more than 60 days after notice is given. In the event that such notice to terminate is given by Landlord, this Lease shall terminate on the date specified in such notice. In case of termination, the Base Rent and Additional Charges shall be reduced by a proportionate amount based upon the extent to which such damage interfered with the business carried on by Tenant in the Premises, and Tenant shall pay such reduced Base Rent and Additional Charges up to the Closing Date any portion date of termination based upon estimate produced by Landlord, with a final settlement of Additional Charges to be completed after the end of the Property should sustain applicable Calendar Year, in accordance with Article 6 above. Landlord agrees to refund to Tenant any Base Rent and Additional Charges previously paid for any period of time subsequent to such date of termination. The repairs to be made hereunder by Landlord shall not include, and Landlord shall not be required to repair, any damage by fire or other casualty (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof cause to Buyer, which notice shall include Seller’s estimate the Property of the time and cost necessary to repair Tenant or remedy the any damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company employees or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) repairs or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds replacements of any insurance with respect to paneling, decorations, railings, floor coverings, or any alterations, additions, fixtures or improvements installed on the Property paid to Seller between the date of this Agreement and the Closing Date shall be paid over to Buyer Premises by or at the time expense of Closing (less any amount expended by Seller under Section 13(b) belowTenant. Tenant hereby waives the provisions of California Civil Code Sections 1932(2) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Price1933(4).

Destruction. If, during the term, the premises are totally or partially destroyed from fire or other casualty generally insurable under a "cause of loss-special form" policy of property insurance (excluding repairs resulting from vandalism or malicious mischief which shall be the sole obligation of Lessee), rendering the premises totally or partially inaccessible or unusable, Lessor shall restore the premises to substantially the same condition as they were on the commencement date, if the restoration can be made under the existing laws and can be completed within ninety (90) days after the date of the destruction. Such destruction shall not terminate this lease. If the restoration cannot be made in the time stated in this paragraph, then within fifteen (15) days after the parties determine that the restoration cannot be made in the time stated in this paragraph, Lessee may terminate this lease immediately by giving notice to Lessor. If Lessee fails to terminate this lease and if restoration is permitted under the existing laws, Lessor, at any its election, may either terminate this lease or restore the premises within a reasonable time prior and this lease shall continue in full force and effect. If the existing laws do not permit the restoration, either party may terminate this lease immediately by giving notice to the Closing Date other party. In no event shall Lessor be required to restore alterations made by Lessee, Lessee's improvements, Lessee's trade fixtures, and Lessee's personal property, such excluded items being the sole responsibility of Lessee to restore. Any extra expenses incurred by Lessor in the reconstruction of the premises or any portion of the Property should sustain damage by fire or other casualty (building of which the premises is a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate part as a result of the time and cost necessary use, storage or release of hazardous materials on the premises shall be paid by Lessee to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given Lessor within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000Lessor's request for payment. In additioncase of destruction there shall be an abatement or reduction of rent, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect to the Property paid to Seller between the date of this Agreement destruction and the Closing Date shall be paid over date of Lessor's completion of restoration, based on the extent to Buyer at which the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection destruction interferes with losses to the Property shall be assigned to Buyer at Closing, and the amount Lessee's use of the deductible required premises. If the destruction occurs during the last year of the term, Lessor may terminate this lease by giving notice to be paid under Lessee not more than thirty (30) days after the Seller’s applicable insurance policy destruction. Lessee hereby waives any statute now or policies will be paid hereafter in effect which grants a lessee the right to Buyerterminate a lease or which provides for an abatement of rent on account of damage or destruction. This waiver shall include, without in any manner affecting the Purchase Pricelimitation, A.R.S. Section 33-343.

Destruction. If at any time prior to the Closing Date any Demised Premises, or portion of the Property should sustain damage thereof, is damaged or destroyed by fire or other casualty (a “Casualty”)casualty, Seller Tenant shall immediately notify Landlord of such damage or destruction. Tenant shall promptly give written notice Repair or rebuild the Demised Premises to a condition equal to or exceeding its immediately prior condition, subject to Landlord and Landlord's Mortgagee making the insurance proceeds available to Tenant; provided, however, that Tenant's failure to maintain insurance as required herein shall not relieve Tenant of its obligation to make such Repairs or rebuilding. All insurance proceeds that are not made available to Tenant for Repairs or reconstruction shall be paid to Landlord (“Casualty Notice”) thereof to Buyeror its Mortgagee, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurerif applicable). If the Property estimated cost of such Repair or rebuilding is more than $25,000.00, the subject plans and specifications shall first be submitted to and approved in writing by Landlord, which approval shall not be unreasonably withheld. All Repairs and rebuilding made by Tenant hereunder shall be made in accordance with Section 11 above. Landlord will promptly make available, in installments as restoration progresses, an amount up to but not exceeding the amount of any insurance proceeds or damages received by Landlord, but only: (a) upon request of Tenant accompanied by evidence reasonably satisfactory to Landlord that such amount has been paid or is due and payable and is properly a Casualty which is material, Buyer part of such costs; and (b) if Tenant has complied with the terms of this Section in connection with the restoration. There shall have the right, at its sole option, be no abatement of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company any Base Rent or insurance agent after Additional Rent hereunder in the event of Casualty. For purposes hereofany damage or destruction to the Property, except to the extent that Tenant's restoration exceeds the period covered by Tenant's rental or business interruption insurance as a “material” Casualty is one where sole result of a delay or failure on the cost part of restoring any one apartment complex exceeds $800,000. In addition, solely with respect Landlord to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which make insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due promptly available to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect Tenant to the Property paid extent required hereunder, or the unreasonable delay or failure on the part of Landlord to Seller between review and approve Tenant's Repairs and rebuilding of the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses Demised Premises to the Property shall be assigned to Buyer at Closing, and the amount of the deductible extent required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Pricehereunder.

Destruction. If at any time prior to the Closing Date any portion of the Property should sustain damage a Building(s) is destroyed or damaged or rendered wholly or partially untenantable by fire or other casualty or any other peril that is fully covered by the insurance Tenant is required to carry under the terms of this Lease, Tenant shall promptly, but in no event later than 90 days from the receipt of insurance proceeds relating to such destruction, begin the repair or replacement of the Building, in accordance with the Construction Drawings or such other plans and specifications as are approved by Landlord in writing, and shall diligently prosecute the same to completion. Notwithstanding the foregoing, if the repair or replacement of the Building is not fully covered by the insurance Tenant is required to carry under this Lease, then Tenant shall notify Landlord in writing of the amount by which the estimated cost of repairs exceeds such proceeds (a the “CasualtyShortfall”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer Tenant shall have the right, at its sole option, of terminating this Agreement within ninety (by written notice to Seller and Escrow Holder given within ten (1090) days after receipt of such notice, to elect to provide the Casualty Notice from SellerShortfall and proceed with such repairs, in which case this Lease shall continue in full force and effect. If Tenant elects not to provide the Shortfall, then Landlord shall have the option either to (A) provide the Shortfall at Landlord’s sole expense and direct Tenant to repair or restore such damage (using the insurance proceeds and such additional funds as Landlord may provide to pay the Shortfall), with this Lease continuing in full force and effect, or (B) give notice to Tenant terminating this Lease as of the date specified in such notice, which date shall be no less than thirty (30) and no more than sixty (60) days after the giving of such notice of termination. Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after In the event of Casualtygiving such notice of termination, this Lease shall expire and all interest of Tenant in the Property shall terminate on the date so specified in such notice. For purposes hereofIf the Building is damaged or destroyed by fire or other casualty within the last 2 years of the Term, a “material” Casualty is one where then Tenant shall have the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect right to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in Lease by giving Notice to Landlord within 60 days after the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount date of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Sellerdestruction. If Buyer Tenant does not terminate this Agreementthe Lease within 30 days from the expiration of such 60 day period, Tenant shall begin the proceeds of any insurance with respect to the Property paid to Seller between the date of this Agreement repair and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount replacement of the deductible required Building pursuant to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Pricethis Subsection 13.2(a).

Destruction. Except as otherwise provided in this Agreement, Seller assumes all risks for damage or injury occurring to the Property by fire, storm, accident or other casualty or cause (a “Casualty”) until the Closing has been consummated. If at any time prior to the Closing Date any portion of the Property should sustain damage by fire or other casualty (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller ) and in such event the Deposit (including the Hard Deposit) shall provide copies be returned promptly to Buyer of all correspondence with its insurance company or insurance agent after the event of CasualtyBuyer. For purposes hereof, a “material” Casualty is one where the cost of restoring the Improvements to their condition prior to the Casualty will equal or exceed ten percent (10%) of the Purchase Price, or if time to complete any one apartment complex exceeds $800,000. In additionrequired restoration will take longer than 180 days, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement all in the event that such Casualty is uninsured (whichmutual, for clarification purposesreasonable and good faith estimate of Seller and Buyer, shall not include any Casualty for which or if Seller’s lender refuses to release insurance proceeds are not paid merely because in an amount sufficient to reasonably restore the deductible exceeds Property affected by the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of SellerCasualty. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect to the Property paid to Seller between the date of this Agreement and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Price. Notwithstanding the foregoing, in the event that Seller’s insurer has not reasonably acknowledged its agreement to release, and the estimate of, available insurance proceeds within ten (10) days after Buyer’s receipt of the Casualty Notice, the time period for Buyer to elect to terminate this Agreement pursuant to this Section 13(a) shall be extended for up to an additional twenty (20) days in order for the parties to obtain such acknowledgment from Seller’s insurer, and if applicable, the Closing Date shall be extended to accommodate such time period.

Destruction. If at any time If, prior to the Closing Date any portion Date, a material part (as defined in this Section 10.02) of the Property should sustain damage is destroyed or damaged by fire or other casualty (a “Casualty”)casualty, Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate notify Purchaser of the time such fact and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer Purchaser shall have the right, at its sole option, of terminating right to terminate this Agreement (by written giving notice to Seller and Escrow Holder given within ten not later than twenty (1020) days after receipt the giving of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty's notice. For the purposes hereof, a “material” Casualty is one where "material part" of the Property shall mean the cost of repairing or restoring which would exceed Two Million Five Hundred Thousand Dollars ($2,500,000), as determined by an independent architect designated by Seller and approved by Purchaser. If Purchaser elects to terminate this Agreement as aforesaid, Seller shall be deemed unable to perform its obligations hereunder, this Agreement shall terminate effective as of the date of delivery of the termination notice, and Escrow Agent shall deliver the Downpayment, together with any one apartment complex exceeds $800,000interest accrued thereon, to Purchaser. In additionUpon the return of the Downpayment to Purchaser, solely this Agreement shall be deemed terminated and Seller shall not have any further liability or obligations to Purchaser hereunder nor shall Purchaser have any further liability or obligation to Seller hereunder, except in each case, for such liabilities or obligations as are specifically stated to survive the termination of this Agreement. If Purchaser does not elect to terminate this Agreement or otherwise fails to give timely notice of termination as herein provided, time being of the essence as to the giving of such notice, or if there is damage to or destruction of an "immaterial part" (i.e., anything other than a material part) of the Property by fire or other casualty, then in any of such events, Purchaser shall be obligated to close title, there shall be no abatement of the Purchase Price (except to the extent of any deductible) and Seller shall assign to Purchaser (without recourse) at the Closing the rights of Seller to the proceeds, if any, under Seller's insurance policies, including rental insurance relating to periods following the Closing, covering the Property with respect to a Casualty where such damage or destruction (but not in an amount greater than the cost of restoration is above $25,000Purchase Price, Buyer may terminate this Agreement and Purchaser shall be entitled to receive and retain any monies received from such insurance policies in an amount not to exceed the event that such Casualty is uninsured (whichPurchase Price, for clarification purposes, and any excess proceeds shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds belong to Seller. If the amount of proceeds) casualty or if the rent loss insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does proceeds is not terminate this Agreement, the proceeds of any insurance with respect to the Property paid to Seller between settled by the date of this Agreement Closing, Seller shall execute at Closing all proofs of loss, assignments of claim and other similar instruments (all without recourse) so that the Purchaser receive all of Seller's right, title and interest in and under said insurance policy and any proceeds thereof as herein provided and the Closing Date Purchaser shall be paid over to Buyer fully credited at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Pricedeductible.

Destruction. 10. If at any time prior the premises shall be partially damaged by fire or other casualty, the damage to the Closing Date Building and to the core and shell of the Premises (excluding the Tenant improvements and betterments and Tenant's personal property) shall be repaired at the expense of Landlord, but without prejudice to the rights of subrogation, if any, of Landlord's insurer. Landlord shall not be required to repair or restore any of Tenant's property or any alteration or leasehold improvement made by or for Tenant at Tenant's expense. The rent shall xxxxx in proportion to the portion of the Property should sustain damage premises not usable by Tenant or, if elevator access to the Premises is unavailable and renders the Premises inaccessible, fixed annual rent and additional rent shall xxxxx until the Premises becomes accessible. Landlord shall not be liable to Tenant for any delay in restoring the premises, Tenant's sole remedy being the right to an abatement of rent, as above provided. If the premises are rendered wholly unatenantable by fire or other casualty and if Landlord shall decide not to restore the core and shell of the Premises (a “Casualty”excluding the tenant improvements and betterments and Tenant's personal property) or if the building shall be so damaged that Landlord shall decide to demolish it or to rebuild it (whether or not the premises have been damaged), Seller shall promptly Landlord may within sixty (60) days after such fire or other cause give written notice to Tenant of its election that the term of this lease shall automatically expire no less than fifteen (“Casualty Notice”15) thereof to Buyer, which days after such notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insureris given. If the Property is Premises are rendered wholly untenantable due to fire or other casualty and Landlord has not substantially restored the subject core and shell of a Casualty which is materialthe Premises or elevator access thereto within one hundred and eighty (180) days of such fire or casualty, Buyer shall have the rightthen, at its sole optionand in such event, of terminating Tenant may elect to cancel this Agreement (by Lease upon giving written notice to Seller Landlord within thirty (30) days after the end of such one hundred and Escrow Holder eighty (180) day period and the term of this Lease shall expire on the date set forth therein which shall be not less than thirty (30) days after the date such notice is given within (the "Cancellation Date") provided that Landlord does not substantially restore the core and shell of the Premises prior to the Cancellation Date. Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree in the event that the Premises are rendered wholly untenantable or Landlord is unable to provide elevator access thereto, and as a result Tenant cannot and does not use the entire Premises, due to fire or other casualty during the last six (6) months of the term of this Lease, Tenant may elect to cancel this Lease upon giving ten (10) days written notice to Landlord that the term of this Lease shall expire on the date set forth therein which shall be not less than ten (10) days after receipt the date such notice is given. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waives all right of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both releasors' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also, provided that such a policy can be obtained without additional premiums, but if an additional premium is required, Landlord or Tenant, as the case may be, shall be entitled to pay same if it so desires. Tenant hereby expressly waives the provisions of Section 227 of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after Real Property law and agrees that the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect to the Property paid to Seller between the date foregoing provisions of this Agreement Article shall govern and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights control in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Pricelieu thereof.

Destruction. If the Leased Premises shall be partially damaged by any casualty which is insured against under any insurance policy maintained by Landlord, Landlord shall, to the extent of and upon receipt of, the insurance proceeds, repair the portion of the Landlord’s Construction Obligations damaged by such casualty. Until such repair is complete, the Basic Annual Rent shall be abated proportionately as to that portion of the Leased Premises rendered untenantable. Notwithstanding the foregoing, Landlord may either elect to repair the damage or may cancel this Lease by notice of cancellation within ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to Landlord if any of the following occur: (a) the Leased Premises by reason of such occurrence are rendered wholly untenantable, (b) the Leased Premises should be damaged as a result of a risk which is not covered by insurance, (c) the Leased Premises should be damaged in whole or in part during the last six (6) months of the term or of any renewal hereof, (d) the Leased Premises or the Building (whether the Leased Premises are damaged or not) should be damaged to the extent of fifty percent (50%) or more of the then‑monetary value thereof, or (e) the proceeds of such insurance are not sufficient to repair the Leased Premises to the extent required above (including any deficiency as a result of a mortgage lender’s election to apply such proceeds to the payment of the mortgage loan). Tenant’s liability for rent upon the termination of this Lease shall cease as of the day following Landlord’s giving notice of cancellation. In the event Landlord elects to repair any damage, any abatement of rent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have been repaired as required herein. If the damage is caused by the negligence of Tenant or its employees, agents, invitees, or concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord, Tenant shall repair and refixture the interior of the Leased Premises in a manner and in at any time least a condition equal to that existing prior to the Closing Date any portion of the Property should sustain damage by fire destruction or other casualty (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after the event of Casualty. For purposes hereof, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Seller. If Buyer does not terminate this Agreement, the proceeds of any all insurance with respect to the Property paid to Seller between the date of this Agreement carried by Tenant on its property and the Closing Date fixtures shall be paid over to Buyer at held in trust by Tenant for the time purpose of Closing (less any amount expended by Seller under Section 13(b) below) said repair and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Pricereplacement.

Destruction. If at Tenant immediately shall give written notice to Landlord of any time prior damage to the Closing Date any Premises, the Building, or the Land. If the Premises, the Building, or the Land are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s reasonable estimation (to be given in writing within thirty (30) days after the occurrence), rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within one hundred eighty (180) days after the date of Landlord’s actual knowledge of the damage, and Landlord does not elect to relocate Tenant as described below, then either party may terminate this Lease by delivering to the other written notice of termination within fifteen (15) days after the Landlord issues its estimate. Notwithstanding, Landlord may undertake, at its expense, to relocate Tenant to office space reasonably comparable to the Premises, provided that Landlord notifies Tenant of its intention to do so in a written notice delivered to Tenant within thirty (30) days after the damage, and in such instance this Lease shall continue in full force and effect. Such relocation may be for a portion of the Property should sustain damage by fire remaining Term or other casualty the entire Term. Landlord shall complete any such relocation within ninety (a “Casualty”), Seller shall promptly give written notice (“Casualty Notice”90) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by days after Landlord has delivered such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller and Escrow Holder given within ten (10) days after receipt of Tenant. If Landlord does not elect to relocate Tenant following such damage to the Casualty Notice from Seller). Seller shall provide copies to Buyer of all correspondence with its insurance company Premises or insurance agent after the event of Casualty. For purposes hereofBuilding, a “material” Casualty is one where the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect to a Casualty where the cost of restoration is above $25,000, Buyer then Tenant may terminate this Agreement Lease by delivering to Landlord written notice of termination within fifteen (15) days following the date on which Landlord notifies Tenant in writing of the event that such Casualty is uninsured (which, estimated time for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Sellerrestoration. If Buyer does not terminate this AgreementIn either event, the proceeds Rent shall be abated during the unexpired portion of any insurance this Lease, effective upon the date the damage occurred. Time is of the essence with respect to the Property paid to Seller between the date delivery of this Agreement all notices of damage and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount of the deductible required to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Pricetermination.

Destruction. If at any time prior to the Closing Date any portion of the Property should sustain damage Building is destroyed or damaged or rendered wholly or partially untenantable by fire or other casualty or any other peril that is fully covered by the insurance Tenant is required to carry under the terms of this Lease, Tenant shall promptly, but in no event later than 90 days from the receipt of insurance proceeds relating to such destruction, begin the repair or replacement of the Building, in accordance with the Construction Drawings or such other plans and specifications as are approved by Landlord in writing, and shall diligently prosecute the same to completion. Notwithstanding the foregoing, if the repair or replacement of the Building is not fully covered by the insurance Tenant is required to carry under this Lease, then Tenant shall notify Landlord in writing of the amount by which the estimated cost of repairs exceeds such proceeds (a the “CasualtyShortfall”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Buyer, which notice shall include Seller’s estimate of the time and cost necessary to repair or remedy the damage caused by such Casualty. Seller shall also promptly give notice to its insurer. If the Property is the subject of a Casualty which is material, Buyer Tenant shall have the right, at its sole option, of terminating this Agreement within ninety (by written notice to Seller and Escrow Holder given within ten (1090) days after receipt of such notice, to elect to provide the Casualty Notice from SellerShortfall and proceed with such repairs, in which case this Lease shall continue in full force and effect. If Tenant elects not to provide the Shortfall, then Landlord shall have the option either to (A) provide the Shortfall at Landlord’s sole expense and direct Tenant to repair or restore such damage (using the insurance proceeds and such additional funds as Landlord may provide to pay the Shortfall), with this Lease continuing in full force and effect, or (B) give notice to Tenant terminating this Lease as of the date specified in such notice, which date shall be no less than thirty (30) and no more than sixty (60) days after the giving of such notice of termination. Seller shall provide copies to Buyer of all correspondence with its insurance company or insurance agent after In the event of Casualtygiving such notice of termination, this Lease shall expire and all interest of Tenant in the Property shall terminate on the date so specified in such notice. For purposes hereofIf the Building is damaged or destroyed by fire or other casualty within the last 2 years of the Term, a “material” Casualty is one where then Tenant shall have the cost of restoring any one apartment complex exceeds $800,000. In addition, solely with respect right to a Casualty where the cost of restoration is above $25,000, Buyer may terminate this Agreement in Lease by giving Notice to Landlord within 60 days after the event that such Casualty is uninsured (which, for clarification purposes, shall not include any Casualty for which insurance proceeds are not paid merely because the deductible exceeds the amount date of proceeds) or if the insurance provider denies coverage for such Casualty due to an act or omission of Sellerdestruction. If Buyer Tenant does not terminate this Agreementthe Lease within 30 days from the expiration of such 60 day period, Tenant shall begin the proceeds of any insurance with respect to the Property paid to Seller between the date of this Agreement repair and the Closing Date shall be paid over to Buyer at the time of Closing (less any amount expended by Seller under Section 13(b) below) and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing, and the amount replacement of the deductible required Building pursuant to be paid under the Seller’s applicable insurance policy or policies will be paid to Buyer, without in any manner affecting the Purchase Pricethis Subsection 13.2(a).