Common use of Destruction or Damage Clause in Contracts

Destruction or Damage. In the event that prior to the Closing Date any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall immediately give Purchaser notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) terminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policy.

Destruction or Damage. All risk of loss to any Property shall remain with Sellers prior to the Closing. In the event that any of the Properties are damaged or destroyed prior to the Closing Date any portion of the Improvements Date, Sellers shall be damaged or destroyed by fire or other casualtynotify Buyer, Seller shall immediately give Purchaser notice in writing, of such occurrencefact promptly after obtaining knowledge thereof. If the amount of any such damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to destruction: (a) terminate this Agreementis an insured casualty, in which event the Deposit shall be returned promptly and (b) would cost less than an amount equal to Purchaser, all obligations five percent (5%) of the parties hereunder shall cease and Purchase Price (allocated to the damaged Property) to repair or restore, then this Agreement shall have no further remain in full force and effect, or (b) Close and Buyer shall acquire the transaction contemplated hereby as scheduled (except that if Properties upon the Closing Date is less than fifteen (15) days following Purchaser's receipt terms and conditions set forth herein. The cost of such notice, Closing repair shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster architect and contractor selected by Seller)Sellers and reasonably approved by Buyer. In such event, Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Sellers’ casualty policy, less all actual and reasonable costs and expenses, including attorneys’ fees and costs, incurred by Sellers as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (“Realization Costs”), and Sellers shall assign to Buyer all of Sellers’ right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In the event any Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed an amount equal to five percent (5%) of the Purchase Price (allocated to the damaged Property), or the casualty is an uninsured casualty, then, notwithstanding anything to the contrary set forth above in this Section, either Sellers or Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have five (5) days after Sellers notify Buyer of the cost of repairing the damage to make such election by delivery to Sellers of a written election notice (“Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such five (5) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Sellers shall assign to Buyer all of Sellers’ right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount under such Sellers’ casualty insurance policy.

Destruction or Damage. In the event that any of the Property is damaged or destroyed prior to the Closing Date any portion of the Improvements shall be damaged or destroyed by fire or other casualtyDate, Seller shall immediately give Purchaser notice notify Buyer in writing of such occurrencefact promptly after obtaining knowledge thereof. If the amount of any such damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to destruction (a) terminate this Agreementis an insured casualty, in which event the Deposit shall be returned promptly and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to Purchaser, all obligations of the parties hereunder shall cease repair or restore; and then this Agreement shall have no further remain in full force and effect, or (b) Close and Buyer shall acquire the transaction contemplated hereby as scheduled (except that if Property upon the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), terms and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1conditions set forth herein. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller)event, Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under such Seller’s casualty insurance policy.

Destruction or Damage. In the event that prior If, subsequent to the Contract Date and on or before the Closing Date Date, all or any material portion of the Improvements Property shall be destroyed or damaged by one or destroyed by fire more incidents of vandalism, fire, release of Hazardous Materials or other casualty, whether or not covered by insurance, Seller shall immediately give Purchaser Buyer notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, and Buyer, within fifteen (15) days after receipt of such notice, may elect by written notice to Seller to (a) terminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall be deemed null and void and neither party shall have no any further force rights and effectobligations hereunder (subject to Buyer's Indemnity which shall survive closing for the period specified in Section 5.2), or (b) Close proceed to close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following PurchaserBuyer's receipt of such notice, Closing closing shall be delayed until after Purchaser Buyer makes such election), with no adjustment to the Acquisition Price; provided; however, that Buyer shall have the right to participate in the adjustment and settlement of any insurance claim relating to said damage, and Seller shall assign and/or pay to Purchaser Buyer at Closing closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction (and other related choses in action, if any) collected or claimed with respect to said loss or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal amount of plus any deductible under such policyor self-insured amount. Failure Buyer's failure to give such notice within such the time period specified above shall be conclusive evidence that Purchaser has elected deemed to be Buyer's election of option (a) above. Notwithstanding anything to the option contrary contained in subsection (b) of this Section 6.1. In 9.1, if the event that cost of restoring damage to the amount of damage caused by such fire or casualty Property is less than One Hundred Thousand Dollars ($350,000.00 (as determined by an insurance adjuster selected by Seller100,000.00), Purchaser may not elect then Buyer shall have no right to terminate this Agreement and the closing and insurance adjustment procedures described in clause (b) above shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policyapply.

Destruction or Damage. In the event that any parcel constituting a portion of the Property is damaged or destroyed after the date hereof, Contributors shall immediately give written notice of such damage or destruction to the Company. If, subsequent to the date hereof and prior to the Closing Date Date, any parcel constituting a portion of the Improvements shall be Property is damaged or destroyed and the cost to repair or restore such parcel (in the reasonable judgment of the Company) is less than $500,000 per individual property, the Company shall close and take the parcels which have been damaged as diminished by fire such events, and Contributor owning such parcel shall assign and/or pay to the Company at Closing all insurance proceeds collected or other casualtyclaimed with respect to said loss or damage, Seller plus any deductible. If, subsequent to the date hereof and prior to the Closing Date, all or any part of a parcel constituting a portion of the Property is damaged or destroyed and the cost to repair or restore any such parcel (in the reasonable judgment of the Company) is greater than $500,000 per individual property, Contributors shall immediately give Purchaser Company notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser , and Company may, within fifteen ten (1510) days after receipt of such notice, elect to (a) terminate this AgreementAgreement as to such parcel, in which event the Deposit Contribution Price shall be returned promptly reduced by the amount allocated to Purchaser, all obligations of such property on Schedule 10 and the parties hereunder shall cease and this Agreement shall have no further force and effectmake any other adjustments as agreed upon, or (b) Close close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following PurchaserCompany's receipt of such notice, Closing closing shall be delayed until after Purchaser Company makes such election), in which event Company shall have the right to participate in the adjustment and Seller settlement of any insurance claim relating to said damage, and Contributor shall assign and/or pay to Purchaser Company at Closing closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction collected or claimed with respect to said loss or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal amount of plus any deductible under such policydeductible. Failure to give such notice within such time shall be conclusive evidence that Purchaser Company has elected waived the option contained in subsection (b) to terminate by reason of this Section 6.1the occurrence or occurrences of what it has received notice. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect Company elects to terminate this Agreement and as to a parcel as provided in this Section, such parcel shall Close be excluded from the transaction contemplated hereby as scheduledscope of the "Non Compete" covenant set forth in the Consulting Agreement of Xxxxxxx X. Xxxxx, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss in the Employment Agreement of rentsXxxxx Xxxxx, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policyrespectively.

Destruction or Damage. In the event that prior If, subsequent to the Contract Date and on or before the Closing Date Date, all or any portion of the Improvements Property shall be destroyed or damaged by one or destroyed by fire more incidents of vandalism, fire, release of Hazardous Materials or other casualty, whether or not covered by insurance, Seller shall immediately give Purchaser Buyer notice of such occurrence. If , and if either (a) the cost to repair or reconstruct said portion of the Property exceeds ten percent (10%) of the portion of the Purchase Price allocated to the Hotel on that portion of the Property or (b) the casualty is not fully covered by insurance and Seller advises Buyer, in its notice of such casualty to Buyer, that Seller will not either repair and reconstruct fully or give Buyer a full credit at Closing for the cost to complete any repair or reconstruction not completed as of the Closing (less the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser mayproceeds available therefor), then Buyer, within fifteen (15) days after receipt of such notice, may elect by written notice to Seller either (ai) to terminate this Agreement, in which event the Earnxxx Xxxey Deposit and any interest thereon net of any investment charges shall be returned promptly forthwith to PurchaserBuyer, all obligations of the parties hereunder shall cease and this Agreement shall be deemed null and void and neither party shall have no any further force rights and effectobligations hereunder (subject to Buyer's Indemnity which shall survive closing for the period specified in Section 5.2), or (bii) Close to proceed to close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following PurchaserBuyer's receipt of such notice, Closing shall be delayed until after Purchaser Buyer makes such election), and Seller shall assign with the right to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against reduce the Purchase Price equal to equal amount by the lesser of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (bA) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than the deficiency in insurance proceeds and (B) Five Hundred Thousand and no/100 Dollars ($350,000.00 (as determined by an 500,000.00) and Buyer shall have the right to participate in the adjustment and settlement of any insurance adjuster selected by Seller), Purchaser may not elect claim relating to terminate this Agreement and shall Close the transaction contemplated hereby as scheduledsaid damage, and Seller shall assign and/or pay to Purchaser Buyer at Closing all rights under insurance proceeds (and other related choses in action, if any) collected or claimed with respect to said loss or damage (other than the proceeds of Seller's insurance policy business interruption insurance), less any third party documented costs spent by Seller prior to collect insurance proceeds for such destruction or damage and loss of rentsClosing with respect to said casualty, and Purchaser shall receive a credit against the Purchase Price equal to the amount of but plus any deductible under such policyor self-insured amount. Buyer's failure to give notice within the time period specified above shall be deemed to be Buyer's election of option (i) above.

Destruction or Damage. In the event that prior If, subsequent to the Contract Date and on or before the Closing Date Date, all or any material portion of the Improvements Real Property shall be destroyed or damaged by one or destroyed by more incidents of fire or other casualty, Seller shall immediately give Purchaser Buyer notice of such occurrence. If , and Buyer shall on or before the amount earlier to occur of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Selleri) Purchaser may, within fifteen (15) days after receipt of such noticenotice and (ii) the then scheduled Closing Date, elect by written notice to Seller to (a) terminate this Agreement, in which event the Exxxxxx Money Deposit and any interest thereon net of any investment charges shall be returned promptly forthwith to PurchaserBuyer, all obligations of subject to the parties hereunder shall cease disbursement and payment release conditions set forth in Section 3.1, this Agreement shall be deemed null and void and neither party shall have no any further force rights and effect, obligations hereunder (other than those matters which expressly survive early termination of this Agreement); or (b) Close proceed to close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign with no adjustment to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal (provided, however, that Buyer shall have the right to equal amount participate with Seller in the adjustment and settlement of any insurance claim relating to said damage, and, to the extent the tenant(s) under the Leases at the Real Property are not entitled to the insurance proceeds, Seller shall, at Closing, (i) assign to Buyer all of Seller’s interest in any then unpaid insurance proceeds claimed with respect to said loss or damage, and (ii) pay to Buyer all insurance proceeds theretofore paid to Seller with respect to same and not theretofore used for restoration or repair, plus any deductible under such policyamount). Failure Buyer’s failure to give such notice within such the time period specified above shall be conclusive evidence that Purchaser has elected the deemed to be Buyer’s election of option contained in subsection (b) above. For purposes of this Section 6.1. In 9.1, damage to the Real Property shall not be deemed to be “material” under this Section 9.1 unless the cost of restoring damage to the Real Property, in the aggregate, exceeds Twelve Million and 00/100 US Dollars ($12,000,000.00); provided, however, if, in the event that the amount of damage caused by such a certain fire or other casualty, any Lease requires the tenant thereunder to fully repair and restore the portion of the Real Property that is destroyed or damaged by same, and such tenant does not terminate its Lease on account thereof, then for purposes of this Agreement said fire or other casualty shall in no event be deemed “material” hereunder, irrespective of whether the cost of restoring the damage to the Real Property exceeds $12,000,000. With respect to any such damage which is less than $350,000.00 (as determined by an insurance adjuster selected by Seller)not material, Purchaser may not elect Buyer shall have no right to terminate this Agreement provided that closing and insurance adjustment procedures described in clause (b) above shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policystill apply.

Destruction or Damage. In If, after the event that Binding Date and prior to the Closing Date any portion of Date, the Improvements shall be destroyed or damaged in an amount in excess of $100,000.00 by fire, vandalism or destroyed other casualty, then Purchaser shall have the right and option to terminate this Agreement by giving Seller written notice to such effect, within twenty (20) days after the date of receipt by Purchaser of written notification of such fire or other casualty, Seller shall immediately give Purchaser notice or (ii) within five (5) days after the determination of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (damages as determined by an insurance adjuster selected by Seller) provided in this paragraph, whichever is later. Should Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) so terminate this Agreement, in which event the Deposit Xxxxxxx Money shall be returned promptly to PurchaserPurchaser within five (5) days after notice of such election, all obligations of and thereupon the parties hereto shall be released from any and all further obligations hereunder except as others specified in Paragraph 5 hereof. In the event of fire, vandalism or other casualty causing damage in the amount of $100,000.00 or less, (or more than $100,000.00 and Purchaser does not elect to terminate), then Purchaser shall cease and not have the right to so terminate this Agreement and in such event shall have no further force the right to participate in the adjustment and effectsettlement of any insurance claim relating to said damage, or (b) Close and at the transaction contemplated hereby as scheduled (except that Closing Seller shall assign the interest of Seller in and to any insurance proceeds with respect to said damage to Purchaser and Purchaser shall be given a credit against the Price in an amount equal to the amount if any deductible under the applicable insurance policies. If the Closing Date is less than fifteen (15) days following Purchaser's receipt a date prior to the expiration of such noticethe time periods specified above, the Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against its election within the Purchase Price equal to equal amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policyperiods specified above.

Destruction or Damage. In the event that prior to the Closing Date Date, the Premises, or any portion of material part thereof, is destroyed or damaged, Buyer shall have the Improvements shall be damaged or destroyed right exercisable by fire or other casualty, Seller shall immediately give Purchaser giving notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, to Sellers within fifteen (15) days after receipt Buyer learns of such noticethe same, elect to (a) terminate this Agreement. If Buyer does not elect to so terminate, in which event then Buyer shall accept the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close the transaction contemplated hereby as scheduled (except that if Premises on the Closing Date is less than fifteen in its then physical condition with no reduction in the Purchase Price and Buyer shall be entitled to receive (15i) days following Purchaser's receipt an assignment of all of Sellers' rights to any insurance proceeds payable by reason of such notice, Closing shall be delayed until after Purchaser makes such election)damage or destruction, and Seller Sellers shall assign execute and deliver to Purchaser Buyer a written assignment thereof (together with all of Sellers' right to compromise, settle or adjust any claims to such proceeds) at or prior to the Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive (ii) a credit against the Purchase Price equal for any deductible or self insured retention on any insurance policy or obligated person responsible for such claim, deductible or retention. Sellers shall cooperate with Buyer and take all reasonable actions requested by Buyer in order to equal amount give effect to and carry out the intent and terms of such assignment provided that in no event shall Sellers be required to incur any cost or expense in doing so (and, subject to the foregoing, Sellers shall be relieved of any deductible under further obligation with respect to the collection of such policyproceeds). Failure Sellers shall not compromise, settle or adjust any claims to give such notice within such time proceeds without Buyer's prior written consent, and any proceeds received by Sellers prior to the Closing Date shall be conclusive evidence that Purchaser has elected deposited into escrow and disbursed to Buyer at the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policyClosing.

Destruction or Damage. In the event that prior If, subsequent to the Contract Date and on or before the Closing Date Date, all or any material portion of the Improvements Real Property shall be destroyed or damaged by one or destroyed by more incidents of fire or other casualty, Seller shall immediately give Purchaser Buyer notice of such occurrence. If , and Buyer shall on or before the amount earlier to occur of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Selleri) Purchaser may, within fifteen (15) days after receipt of such noticenotice and (ii) the then scheduled Closing Date, elect by written notice to Seller to (a) terminate this Agreement, in which event the Xxxxxxx Money Deposit and any interest thereon net of any investment charges shall be returned promptly forthwith to PurchaserBuyer, all obligations of subject to the parties hereunder shall cease disbursement and payment release conditions set forth in Section 3.1, this Agreement shall be deemed null and void and neither party shall have no any further force rights and effect, obligations hereunder (other than those matters which expressly survive early termination of this Agreement); or (b) Close proceed to close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign with no adjustment to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal (provided, however, that Buyer shall have the right to equal amount participate with Seller in the adjustment and settlement of any insurance claim relating to said damage, and, to the extent the tenant(s) under the Leases at the Real Property are not entitled to the insurance proceeds, Seller shall, at Closing, (i) assign to Buyer all of Seller’s interest in any then unpaid insurance proceeds claimed with respect to said loss or damage, and (ii) pay to Buyer all insurance proceeds theretofore paid to Seller with respect to same and not theretofore used for restoration or repair, plus any deductible under such policyamount). Failure Buyer’s failure to give such notice within such the time period specified above shall be conclusive evidence that Purchaser has elected the deemed to be Buyer’s election of option contained in subsection (b) above. For purposes of this Section 6.1. In 9.1, damage to the Real Property shall not be deemed to be “material” under this Section 9.1 unless the cost of restoring damage to the Real Property, in the aggregate, exceeds Twelve Million and 00/100 US Dollars ($12,000,000.00); provided, however, if, in the event that the amount of damage caused by such a certain fire or other casualty, any Lease requires the tenant thereunder to fully repair and restore the portion of the Real Property that is destroyed or damaged by same, and such tenant does not terminate its Lease on account thereof, then for purposes of this Agreement said fire or other casualty shall in no event be deemed “material” hereunder, irrespective of whether the cost of restoring the damage to the Real Property exceeds $12,000,000. With respect to any such damage which is less than $350,000.00 (as determined by an insurance adjuster selected by Seller)not material, Purchaser may not elect Buyer shall have no right to terminate this Agreement provided that closing and insurance adjustment procedures described in clause (b) above shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policy.still apply. 9.2

Destruction or Damage. In the event that prior If there is a “material” destruction or damage to the Subject Premises before the Closing Date any portion of Date, Purchaser will, at its option, have the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall immediately give Purchaser notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect right to (a) terminate this Agreementaccept Seller’s repair of the Subject Premises to the state existing before the damage if the damage can be repaired before the date set for Closing or within an additional period of time as Purchaser may, but will have no obligation to, permit; (b) take receive the proceeds of any insurance, requiring Seller to pay to Purchaser any deductibles through a credit at Closing and to proceed and go forward with the transaction, or if the insurance proceeds are not yet available, Seller will escrow with the Title Company an amount equal to 125 percent of the estimated cost to repair the damages from Closing proceeds until the insurance proceeds are received by Purchaser; or (c) declare the transaction to be void and of no further force or effect, in which event Purchaser will then receive a refund of the Deposit shall and be returned promptly relieved of any and all liability under this Agreement. For purposes of this Agreement, a “material casualty” will be a casualty the cost of which is estimated to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close the transaction contemplated hereby as scheduled (except that if the Closing Date exceed $750,000. If there is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such a nonmaterial destruction or damage to the Subject Premises before the date of Closing, Purchaser will not have the right to terminate the Agreement as set forth above. However, Purchaser will receive the proceeds of any insurance and loss of rents, and Seller will pay to Purchaser shall receive any deductible through a credit against the Purchase Price equal to equal amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policyClosing.

Destruction or Damage. In the event that prior to the Closing Date Property, or any portion of the Improvements part thereof, shall be damaged or destroyed by fire or any other casualtycasualty (“Casualty”) prior to the Closing Date, Seller shall immediately give Purchaser prompt written notice of such occurrenceevent together with an estimate of the cost and time to restore prepared by an independent insurance examiner or engineer selected by Seller. If the amount Casualty will (a) require more than ten percent (10%) of damage caused the Purchase Price to repair or (b) result in the termination of any Space Lease in excess of 8,000 leasable square feet or a combination of Space Leases in excess of 20,000 leasable square feet in the aggregate (each event described in (a) or (b) herein called a “Casualty Termination Event”), Purchaser may cancel this Contract by such fire or casualty shall exceed $350,000.00 notice to Seller within ten (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (1510) days after receipt of such notice, elect to (a) terminate this Agreementnotice from Seller specifying the Casualty Termination Event, in which event the Deposit this Contract shall be returned promptly to Purchaser, all obligations deemed terminated and of the parties hereunder shall cease no force and this Agreement effect and neither party shall have no any further force and effect, rights or (b) Close liabilities against or to the transaction contemplated hereby as scheduled (other except that if for those provisions expressly stated to survive the Closing Date is less than fifteen (15) days following Purchaser's receipt termination of such notice, Closing shall be delayed until after Purchaser makes such election), this Contract and Seller shall assign cause the return of the Deposit to Purchaser. If there is no Casualty Termination Event or if Purchaser at Closing all rights under Seller's insurance policy does not timely elect to collect insurance proceeds for such destruction or damage cancel the Contract in the event of a Casualty Termination Event, this Contract shall remain in full force and loss of rents, effect and Purchaser shall receive a credit against the Purchase Price equal be entitled to equal amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for payable to Seller on account of such destruction Casualty, less such sums, if any, as shall have been actually and reasonably incurred by Seller or damage and loss expended by Seller in connection with the repair or restoration of rents, and Purchaser shall receive a credit against such Casualty or the Purchase Price equal to the amount prosecution of any deductible under such policyclaim.

Destruction or Damage. In If, subsequent to the event that date hereof and prior to the Closing Date Date, all or any portion which will cost less than $500,000.00 to repair or restore (in the reasonable judgment of Company or its lenders, if any) the Property, and provided no leases are terminated by tenants as a result of such event, the Company shall close and take the Property as diminished by such events, and Contributor shall assign and/or to pay the Company at Closing all insurance proceeds collected or claimed with respect to said loss or damage, plus any deductible or self-insured amount. If, subsequent to the date hereof and prior to the Closing Date, all or any portion which will cost more than $500,000.00 to repair or restore (in the reasonable judgment of Company and Contributor) the Property or in the event any of the Improvements Leases may be terminated as a result of such event, or if any one or more improved parcels of the Property shall be entirely destroyed or damaged by one or destroyed by more incidents of vandalism, fire or and/or other casualty, Seller whether or not covered by insurance, Contributor shall immediately give Purchaser Company notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser , and Company may, within fifteen (15) days after receipt of such notice, elect to (a) terminate this AgreementAgreement as to all properties comprising the Property if the cost to repair the damage or destruction exceeds $20,000,000.00; otherwise, to terminate this Agreement only as to such properties which have been damaged or destroyed, in which event event, in the case of such termination as to all Properties, the Deposit (less $137,500.00, which sum shall be retained by Contributor), and any earnings thereon, shall be returned promptly forthwith to PurchaserCompany, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, and in the case of termination as to such Property which has been damaged or destroyed, the Purchase Price shall be reduced by the amount allocated to such property on Schedule 10 and the parties shall make any other adjustments as agreed upon, or (b) Close close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following PurchaserCompany's receipt of such notice, Closing closing shall be delayed until after Purchaser Company makes such election), in which event Company shall have the right to participate in the adjustment and Seller settlement of any insurance claim relating to said damage, and Contributor shall assign and/or pay to Purchaser Company at Closing closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction collected or claimed with respect to said loss or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal amount of plus any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policyself-insured amount.

Destruction or Damage. In the event that prior to the Closing Date Real Property, or any portion of the Improvements part thereof, shall be damaged or destroyed by fire or any other casualtycasualty (“Casualty”) prior to the Closing Date, Seller shall immediately give Purchaser prompt written notice of such occurrenceevent together with an estimate of the cost and time to restore prepared by an independent insurance examiner or engineer selected by Seller. If the amount of damage caused Casualty will require more than Two Million and 00/100 Dollars ($2,000,000.00) to repair (a “Casualty Termination Event”), Purchaser may cancel this Contract by such fire or casualty shall exceed $350,000.00 giving notice to Seller within ten (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (1510) days after receipt of such notice, elect to (a) terminate this Agreementnotice from Seller specifying the Casualty Termination Event, in which event this Contract shall terminate and neither party shall have any further rights or liabilities against or to the other, except for the Surviving Obligations, and provided that Purchaser is not in default under the Access Agreement, Seller shall cause the return of the Deposit to Purchaser. If Purchaser is in default under the Access Agreement at the time Purchaser so elects to terminate this Contract, Seller shall be returned promptly entitled to instruct Escrow Holder to first deduct from the Deposit and to pay to Seller the Default Deduction, before paying the balance of the Deposit, if any, to Purchaser. In addition, in the event of a Casualty Termination Event, Seller may cancel this Contract by giving notice to Purchaser within twenty (20) days after the Casualty Termination Event, in which event this Contract shall terminate, and neither party shall have any further rights or liabilities against or to the other, except for the Surviving Obligations, and provided that Purchaser is not in default under the Access Agreement, Seller shall cause the return of the Deposit to Purchaser. If Purchaser is in default under the Access Agreement at the time Purchaser so elects to terminate this Contract, Seller shall be entitled to instruct Escrow Holder to first deduct from the Deposit and to pay to Seller the Default Deduction, before paying the balance of the Deposit, if any, to Purchaser. If there is no Casualty Termination Event, or if there is a Casualty Termination Event, but neither Purchaser nor Seller timely elects to cancel this Contract, then (a) this Contract shall remain in full force and effect, and, at Seller’s election, Seller, at Seller’s expense, shall either (i) repair or restore the damage to the Building resulting from the Casualty, or (ii) transfer to Purchaser the amount of the loss (including any deductible) that would have been covered by a special form causes-of-loss (“all risk”) property insurance policy covering the full replacement cost valuation of the Building, and Purchaser shall use such funds to repair and restore the Building, and (b) the respective rights and obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close after the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss governed by Article 13 of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policyLease.

Destruction or Damage. In the event that prior to the Closing Date any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall immediately give Purchaser notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) terminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal the amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policy.

Destruction or Damage. In the event that prior to the Closing Date any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall immediately give Purchaser notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) terminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal the amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policy.

Destruction or Damage. In the event that any of the Property is damaged or destroyed prior to the Closing Date any portion of the Improvements shall be damaged or destroyed by fire or other casualtyDate, Seller shall immediately give Purchaser notice notify Buyer in writing of such occurrencefact promptly after obtaining knowledge thereof. If the amount of any such damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to destruction (a) terminate this Agreementis an insured casualty and (b) would cost less than One Million Dollars ($1,000,000) to repair or restore as reasonably determined by Seller and Buyer, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and then this Agreement shall have no further remain in full force and effecteffect and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, or (b) Close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser Buyer shall receive a credit against the Purchase Price equal to equal amount of any deductible under such policy. Failure cost to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1repair or restore. In the event that the amount Property is damaged or destroyed prior to the Closing Date and the cost of damage caused by such fire or casualty is less than $350,000.00 repair (as determined by an insurance adjuster selected by Selleras set forth above) would equal or exceed One Million Dollars ($1,000,000), Purchaser may not elect then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the "Election Notice") and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election to terminate this Agreement. In the event Buyer elects to continue this Agreement as set forth above, this Agreement shall remain in full force and shall Close the transaction contemplated hereby as scheduledeffect, and Seller shall assign to Purchaser at Closing Buyer all rights under of Seller's right, title and interest in and to any and all proceeds of insurance policy to collect insurance proceeds for on account of such destruction damage or damage and loss of rentsdestruction, and Purchaser if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount of any deductible under such Seller's casualty insurance policy.

Destruction or Damage. In the event that prior to the Closing Date any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall immediately give Purchaser notice of such occurrence. If the amount of damage caused by such fire or casualty shall (i) exceed $350,000.00 250,000.00 (as reasonably determined by Purchaser), or (ii) be $250,000.00 or less but as a result thereof any Anchor Tenant or Shop Lease Tenant may terminate their Lease or xxxxx their rent or other charges (unless, with respect to such rent abatement, Seller assigns and Purchaser receives Seller’s rent abatement insurance proceeds in an insurance adjuster selected by Selleramount equal to or greater than the amount of such abated rent) (a XXxxxx Termination Event@), Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) terminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's =s receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's =s insurance policy policy, if any, to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price in an amount equal to equal amount of any deductible under such policy, if any. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller)250,000.00, and no Lease Termination Event has occurred, Purchaser may not elect to terminate this Agreement and shall Close close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's =s insurance policy policy, if any, to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price in an amount equal to the amount of any deductible under such policy.

Destruction or Damage. In the event that prior to the Closing Date any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall immediately give Purchaser notice of such occurrence. If the amount of damage caused by such fire or casualty shall (i) exceed $350,000.00 250,000.00 (as reasonably determined by Purchaser), or (ii) be $250,000.00 or less but as a result thereof any Anchor Tenant or Shop Lease Tenant may terminate their Lease or xxxxx their rent or other charges (unless, with respect to such rent abatement, Seller assigns and Purchaser receives Seller's rent abatement insurance proceeds in an insurance adjuster selected by Selleramount equal to or greater than the amount of such abated rent) (a "Lease Termination Event"), Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) terminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy policy, if any, to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price in an amount equal to equal amount of any deductible under such policy, if any. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller)250,000.00, and no Lease Termination Event has occurred, Purchaser may not elect to terminate this Agreement and shall Close close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy policy, if any, to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price in an amount equal to the amount of any deductible under such policy.

Destruction or Damage. In the event that prior The risk of any loss or damage to the Real Property by fire or other casualty before the Closing Date shall continue to be borne by Seller. Seller shall promptly give Purchaser written notice of any fire or other casualty (in any event within ten (10) days after Seller first has Knowledge of the occurrence of same), which notice shall include a description thereof in reasonable detail and an estimate of the cost of time to repair. If (i) any portion of the Improvements shall be Real Property is damaged or destroyed by fire or other casualtycasualty after the Effective Date and is not repaired and restored substantially to its original condition prior to Closing, Seller shall immediately give Purchaser notice or (ii) at the time of such occurrence. If Closing the amount estimated cost of damage caused by such fire repairs as to the Real Property is THREE HUNDRED FIFTY THOUSAND U.S. DOLLARS ($350,000.00) or casualty shall exceed $350,000.00 (less, as determined by an insurance independent adjuster selected by Seller) , Purchaser may, within fifteen (15) days after receipt of such notice, elect shall be required to (a) terminate purchase the Property in accordance with this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit from Seller at Closing (I) an assignment, without representation of warranty by or recourse against the Purchase Price Seller, of all insurance claims and proceeds with respect thereto, plus (II) an amount equal to equal amount Seller’s insurance deductible. If the estimated cost of any deductible under repairing such policy. Failure damage to give the Real Property is more than THREE HUNDRED FIFTY THOUSAND U.S. DOLLARS ($350,000.00), as determined by such independent adjuster, Purchaser may, at its sole option: (x) terminate this Agreement by notice to Seller on or before the earlier of the Closing or the tenth (10th) day after receipt of such notice within such time described above, in which event no party shall be conclusive evidence that Purchaser has elected have any further liability to the option contained party under this Agreement; or (y) proceed to Closing as provided in subsection (b) of this Section 6.115(b). In the no event that shall the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign proceeds assigned to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to this subparagraph (plus the amount of the deductible) exceed the lesser of (i) the cost of repair or (ii) the Purchase Price. The parties’ obligations, if any, under this Section 15(b) shall survive the expiration or any deductible under such policytermination of this Agreement.

Destruction or Damage. In the event that prior to the Closing Date any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall immediately give Purchaser notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) terminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal the amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section Paragraph 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policy.

Destruction or Damage. In the event that the Property is damaged or destroyed in any material respect prior to the Closing Date any portion of the Improvements shall be damaged or destroyed by fire or other casualtyDate, Seller shall immediately give notify Purchaser notice of such occurrencefact promptly after obtaining knowledge thereof. If the amount of any such damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to destruction (a) terminate this Agreementis an insured casualty and (b) constitutes less than a Substantial Casualty, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and then this Agreement shall have no further remain in full force and effecteffect and Purchaser shall acquire the Property on the terms and conditions set forth herein. In such event, or (b) Close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal (x) the amount of any insurance proceeds received by Seller and not applied toward restoration of the damage or destruction in respect of which it was paid to Seller plus (y) the deductible amount plus any co-insurance applicable under such Seller's casualty policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected , less (z) all reasonable costs and expenses, including attorneys' fees plus any co-insurer fees and costs, incurred by Seller as of the option contained Closing Date in subsection connection with the negotiation and/or settlement of the casualty claim with the insurer (bthe "Casualty Realization Costs") of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under of Seller's right, title and interest in and to all proceeds of insurance policy on account of such damage or destruction. In the event a Substantial Casualty occurs at the Premises then, notwithstanding anything to collect insurance proceeds for such destruction or damage and loss of rentsthe contrary set forth above in this Section, and Purchaser shall receive have the right, at its election, ether (i) to terminate this Agreement or (ii) to proceed to purchase the Property in accordance with the terms of this Agreement. Purchaser shall have thirty (30) days after Purchaser receives notice from Seller that such Casualty has occurred to make the foregoing election by delivering to Seller a credit against written election notice (the Purchase Price equal "Election Notice") and the Closing Date shall be extended, if necessary, to the amount of any deductible under such policy.provide sufficient time for

Destruction or Damage. In the event that prior to the Closing Date Date, the Purchased Assets, or any portion of material part thereof, are destroyed or damaged, Buyer shall have the Improvements shall be damaged or destroyed right exercisable by fire or other casualty, Seller shall immediately give Purchaser giving notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, to Sellers within fifteen (15) days after receipt Buyer learns of such noticethe destruction or damage, elect to (a) terminate this Agreement. In the event Buyer elects to so terminate, in which event the neither party shall have any further rights or obligations under this Agreement except that any Purchase Deposit with interest, if any, shall be returned promptly immediately refunded to PurchaserBuyer or in the alternative, all obligations any letter of credit in favor of Sellers shall be immediately cancelled. If Buyer does not elect to so terminate, then Buyer shall accept the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close the transaction contemplated hereby as scheduled (except that if Purchased Assets on the Closing Date is less than fifteen in their then physical condition with no reduction in the Purchase Price and Buyer shall be entitled to receive: (15i) days following Purchaser's receipt an assignment of all of Sellers’ rights to any insurance proceeds payable by reason of such notice, Closing shall be delayed until after Purchaser makes such election)damage or destruction, and Seller Sellers shall assign execute and deliver to Purchaser Buyer a written assignment thereof (together with all of Sellers’ right to compromise, settle or adjust any claims to such proceeds) at Closing all rights under Seller's insurance policy or prior to collect insurance proceeds for such destruction or damage the Closing; and loss of rents, and Purchaser shall receive (ii) a credit against the Purchase Price equal for any deductible or self insured retention on any insurance policy or obligated person responsible for such claim, deductible or retention. Sellers shall cooperate with Buyer and take all reasonable actions requested by Buyer in order to equal amount give effect to and carry out the intent and terms of such assignment provided that in no event shall Sellers be required to incur any cost or expense in doing so (and, subject to the foregoing, Sellers shall be relieved of any deductible under further obligation with respect to the collection of such policyproceeds). Failure Sellers shall not compromise, settle or adjust any claims to give such notice within such time proceeds without Buyer’s prior written consent, and any proceeds received by Sellers prior to the Closing Date shall be conclusive evidence that Purchaser has elected deposited into escrow and disbursed to Buyer at the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policyClosing.

Destruction or Damage. In the event that any Facility is damaged or destroyed prior to the Closing Date any portion of the Improvements Date, Prudential shall be damaged or destroyed by fire or other casualty, Seller shall immediately give Purchaser notice notify Meridian in writing of such occurrencefact promptly after obtaining knowledge thereof. If the amount of any such damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to destruction (a) would cost less than or equal to One Hundred Thousand Dollars ($100,000.00) to repair or restore, and (b) would not give any tenant thereof the right to terminate this Agreementor materially alter its Lease, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and then this Agreement shall have no further remain in full force and effecteffect and Meridian shall acquire the affected Facility together with the remaining Facilities upon the terms and conditions set forth herein. In such event, or (b) Close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser Meridian shall receive a credit against the Purchase Price equal to equal amount Acquisition Cash portion of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the deductible amount applicable under Prudential's casualty policy (less all costs and expenses, including attorneys' fees and costs, incurred by Prudential as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the "REALIZATION COSTS")), and Prudential shall assign to Meridian all of Prudential's right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In the event a Facility is damaged or destroyed prior to the Closing Date and as a result either (a) the cost of repair would cost more than One Hundred Thousand Dollars ($100,000.00) or (b) any deductible under tenant with respect to such policy.Facility would have the right to terminate or materially alter its Lease, then, notwithstanding anything to the contrary set forth above in this section, Meridian shall have the right, at its election, to terminate this Agreement. Meridian shall have thirty (30) days after Prudential notifies Meridian

Destruction or Damage. In the event that prior to the Closing Date any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall immediately give Purchaser notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) terminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15fifteen(15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal the amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. -12- In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policy.

Destruction or Damage. In the event that any of the Property is damaged or destroyed prior to the Closing Date any portion of the Improvements shall be damaged or destroyed by fire or other casualtyDate, Seller shall immediately give Purchaser notice notify Buyer in writing of such occurrencefact promptly after obtaining knowledge thereof. If any such damage or destruction: (i) (a) is an insured casualty and (b) would cost less than an amount equal to ten percent (10%) of the amount Purchase Price to repair or restore, and (ii) does not result in a termination of damage caused by such fire or casualty the Lease, then this Agreement shall exceed $350,000.00 (as remain in full force and effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. The cost of repair shall be determined by an insurance adjuster architect and contractor selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) terminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease Seller and this Agreement shall have no further force and effect, or (b) Close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1reasonably approved by Buyer. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller)event, Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller's casualty policy less all costs and expenses, including reasonable attorneys' fees and costs, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer ("REALIZATION COSTS"), and Seller shall assign to Buyer all of Seller's right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed an amount equal to ten percent (10%) of the Purchase Price, or the casualty is an uninsured casualty, then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have ten (10) days after Seller notifies Buyer of the cost of repairing the damage to make such election by delivery to Seller of a written election notice ("ELECTION NOTICE") and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such ten (10) day period shall be deemed an election to terminate this Agreement. Notwithstanding anything contained in Section 7.1(d) to the contrary, any termination by Buyer under this Section 11.2 shall not result in a termination of Buyer's right to acquire any remaining Portfolio Properties under the Portfolio Agreements. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller's right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under such Seller's casualty insurance policy.

Destruction or Damage. In the event that any project comprising a portion of the Property is damaged or destroyed prior to the Closing Date any portion of the Improvements shall be damaged and such damage or destroyed by fire or other casualty, Seller shall immediately give Purchaser notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to destruction (a) would cost less than or equal to One Hundred Thousand Dollars ($100,000.00) to repair or restore, and (b) would not give any tenant thereof the right to terminate this Agreementor materially alter its Lease, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and then this Agreement shall have no further remain in full force and effecteffect and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, or (b) Close the transaction contemplated hereby as scheduled (except that if parties shall close the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing Transaction and Buyer shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser receive at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount required to repair or restore the project to the condition existing immediately before such damage or destruction; provided, however, nothing herein shall be construed to require Seller to repair or restore the project to a condition better than that existing on the date of this Agreement. If the cost of repair or restoration of the project would equal amount or exceed One Hundred Thousand Dollars ($100,000.00), then Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make an election to terminate this Agreement by delivery to Seller of any deductible under such policya written election notice (the "Election Notice"). Failure The failure by Buyer to give such notice deliver the Election Notice within such time thirty (30) day period shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of deemed an election not to terminate this Section 6.1Agreement. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may Buyer elects not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, the parties shall Close close the transaction contemplated hereby as scheduledTransaction, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser Buyer shall receive a credit against the Purchase Price equal to the amount cost of any deductible under repair or restoration of the project to the condition existing before such policydamage or destruction.

Destruction or Damage. In A. Sellers shall bear all risk of loss or damage to the event that Real Estate until Closing. If, prior to Closing, the Closing Date Improvements or any portion of the Improvements thereof shall be destroyed or damaged by one or destroyed more incidents of vandalism, fire and/or other casualty, whether or not covered by insurance, requiring aggregate expenditures of more than $50,000 (including insurance proceeds) to repair, replace or restore the same to their condition prior to such fire or other casualty, Seller shall immediately give Purchaser notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster adjustor selected by Seller) Purchaser mayand reasonably acceptable to Sellers), within fifteen Purchaser shall have the right, exercisable upon written notice delivered to Sellers not more than thirty (1530) days after receipt of following such noticedestruction or damage, elect to (a) terminate this Agreement. If one or more incidents of vandalism, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, fire or (b) Close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction other casualty cause loss or damage and loss of rents, and Purchaser shall receive a credit against to the Purchase Price equal to equal Improvements (1) in an amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 25,000 or (2) in an amount greater than $50,000, determined as determined by an insurance adjuster selected by Seller)aforesaid, and if Purchaser may does not elect to terminate this Agreement as aforesaid, then Purchaser may, at its option, either (a) defer Closing until the Improvements are repaired, replaced or restored to substantially the condition existing immediately prior to such loss or damage, in which case Sellers shall forthwith undertake and shall Close diligently complete such repair, replacement and/or restoration, or (b) close the transaction contemplated hereby as scheduledon the date scheduled for Closing, in which case there shall be, at Purchaser's and Seller Sellers' option: (i) deducted from the Purchase Price an amount necessary to restore the Real Estate to its condition before such casualty, or (ii) Sellers shall assign or pay to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction (and other related choses in action, if any) collected or claimed with respect to said loss or damage and loss of rents, and pay to Purchaser shall receive a credit against the Purchase Price equal to at Closing the amount of any applicable deductible under from such policyinsurance.