Common use of Major Loss Clause in Contracts

Major Loss. If (a) the cost to repair any such damage or destruction to the Real Property exceeds Two Million and 00/100 Dollars ($2,000,000.00) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer), then Buyer may, at its option to be exercised within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period), either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreement, then the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights and obligations which survive termination of this Agreement. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreement, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under any policy of insurance carried by Seller with respect to such loss, less any sums expended toward the restoration or repair of the Real Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums needed to reimburse Seller for sums actually expended to repair or restore the Real Property and in the case of damage, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable to such damage. If Buyer does not elect to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion).

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two Million and 00/100 Five Hundred Thousand Dollars ($2,000,000.00500,000) in the estimate of an architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (and, absent such full coverage, Seller agrees and reasonably acceptable to fund at Closing Buyer or the diminution in the value of the remaining Property as a credit to the Purchase Price the amount not covered in excess result of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is material (as reasonably determined by Buyerhereinafter defined), then Buyer may, at its option to be exercised within ten five (105) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property Property, and in Seller shall retain the case of damage, Buyer rights to such proceeds and awards to such extent. A condemnation shall receive a credit against the Purchase Price in the amount be deemed material if any portion of any deductible applicable net rentable area of the Property, or any parking is taken which would cause the Property to such damage. If Buyer does be in violation of any existing laws or regulations, including but not elect limited to, zoning regulations, or the existing access to terminate this Agreementthe Property is materially and adversely affected, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)permanently.

Major Loss. If (a) the cost to repair any such amount of the damage or destruction to the Real Property or condemnation as specified above exceeds Two Million Hundred Fifty Thousand and 00/100 Dollars ($2,000,000.00) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer250,000), then Buyer may, at its option to be exercised within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price (subject to the credit below) as required by the terms hereof. If Buyer so terminates this Agreement, then the Deposit paid by Buyer (together with all interest accrued thereon while in escrow) shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 7.1 and obligations which survive termination of this Agreement12.3 below and Sections 2.1(c), 3.1(a)(vii), 3.1(a)(viii) and 3.1(a)(ix) above. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) business day period of Buyer’s termination of this Agreement, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any condemnation awards or insurance proceeds and with (plus the Seller also crediting against amount of the Purchase Price at Closing any deductible under Seller’s casualty insurance applicable to such damage, the damage or condemnation awards actually destruction) collected by and paid to Seller as a result of any such condemnation or damage or destruction or condemnation under any policy of insurance carried by Seller with respect to such lossdestruction, less any sums reasonably expended by Seller toward the restoration or repair of the Real Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums needed to reimburse Seller for sums actually expended to repair or restore the Real Property Buyer, and in the case of damage, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable deductible, less any sums needed to such damage. If Buyer does not elect reimburse Seller for sums reasonably expended by Seller to terminate this Agreement, Seller shall not compromise, settle repair or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)restore the Property.

Major Loss. If (a) the cost to repair any such the damage or destruction to as specified above exceeds five percent (5%) of the Real Purchase Price (determined on a Property exceeds Two Million by Property basis using the allocations of the Purchase Price set forth herein) in the estimate of an architect or contractor selected by Seller and 00/100 Dollars Buyer or the diminution in the value of the remaining Property as a result of a condemnation is material ($2,000,000.00) as hereinafter defined), or any if the damage or destruction is from a risk not fully covered (except to the extent of by Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer)insurance, then Buyer may, at its option to be exercised within ten (10) business days of after Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such ten (10) business day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount described in Section 5.1 above. In the case of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damagecondemnation, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under any policy of insurance carried by Seller with respect to such loss, less any sums expended toward the restoration or repair of the Real Property. If if the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for reasonable sums actually expended to collect such proceeds or awards or to repair or restore the Real Property Property, and in Seller shall retain the case of damage, Buyer rights to such proceeds and awards to such extent. A condemnation shall receive a credit against the Purchase Price in the amount be deemed material if any portion of any deductible applicable net rentable area of the Improvements is taken, or any parking is taken which would cause a Building to be in violation of any existing laws or regulations, including but not limited to, zoning regulations, or the existing access to a Building is materially and adversely affected, permanently. In the event that any one Property becomes subject to casualty or condemnation and Buyer elects to terminate this Agreement with respect to such damage. If Buyer does not Property, then Seller may elect to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)Agreement as to all Properties covered hereby.

Major Loss. If (a) the cost to repair the damage or destruction as specified above exceeds $2,500,000.00 in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in the value of the remaining Property as a result of a condemnation is material or any such damage or destruction or condemnation otherwise permits any tenant under a Lease to the Real Property exceeds Two Million and 00/100 Dollars terminate its Lease or xxxxx rent ($2,000,000.00) or other than any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as temporary rental abatements for which Buyer receives a credit to against the Purchase Price in the amount not covered in excess of the deductible), (b) abatement that the tenant is entitled to take after the Closing or an assignment of rent loss due insurance at Closing sufficient to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access cover the period of abatement prior to the Real Property or (III) otherwise materially impairs Buyer’s intended use restoration of the Real Property (as reasonably determined by Buyer)applicable improvements) on account thereof under the terms of the existing Leases, then Buyer may, at its option to be exercised within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such ten (10) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except for those rights and obligations which matters that expressly survive termination of this Agreementhereunder. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property, and Seller shall retain the rights to such proceeds and awards to such extent and shall pay over to Buyer any proceeds or awards paid to Seller in excess of such extent. A condemnation shall be “material” for purposes of this provision, if it permits any Major Tenant to terminate its Lease or permanently xxxxx rent, any portion of the building improvements are taken; or if access to the Property and in is permanently denied. The terms of this provision shall survive Closing to the case of damage, Buyer shall receive a credit against the Purchase Price in the amount extent applicable to payment of any deductible applicable to such damage. If Buyer does not elect to terminate this Agreement, Seller shall not compromise, settle proceeds or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)awards after Closing.

Major Loss. If (a) the cost to repair any such amount of the damage or destruction to the Real Property or condemnation as specified above exceeds Two Million and 00/100 Dollars ten percent ($2,000,000.0010%) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price on an aggregate basis or on an individual basis for the amount not covered in excess Golf Clubs and Cowboys Golf Club, twenty percent (20%) of the deductible), (b) portion of the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access Purchase Price allocated to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (affected Golf Club as reasonably determined by Buyer)shown on Schedule 11.2.2 attached hereto, then Buyer may, may at its option option, to be exercised by written notice to Seller within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary proceedings, terminate this Agreement. Buyer’s failure to allow Buyer the full ten (10) business day period), either (a) elect to terminate this Agreement within said ten business day period shall be deemed an election by giving written notice Buyer to Seller consummate this purchase and sale transaction. If Buyer elects to terminate this Agreement within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreement, then the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 4.5, 4.6, 4.7, 10.7 and obligations which survive termination of this Agreement11.11. If Buyer elects or is deemed to have elected to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the restoration or repair of the Real PropertyProperty or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closing, then (i) such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended paid to third parties prior to the Closing to repair or restore the Real Property or for sums reasonably paid to third parties to collect any such proceeds or awards, and in the case of damage, Buyer shall receive a credit against (ii) the Purchase Price in shall be credited by the amount of any deductible applicable finance deductible. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that there shall be no credit or assignment of insurance or condemnation proceed with respect to the Cowboys Golf Club, as the handling of such damage. If Buyer does not elect proceeds is subject to terminate this the terms of the Cowboys LP Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion).

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two Million and 00/100 Dollars five percent ($2,000,000.005.0%) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price in the amount not covered estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in excess the value of the deductible), (b) the loss due to remaining Property as a result of a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is material (as reasonably determined by Buyerhereinafter defined), then Buyer may, at its option to be exercised within ten five (105) business days of SellerBuyer’s notice of the occurrence receipt of the damage or destruction estimate or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property Property, and Seller shall retain the rights to such proceeds and awards to such extent. A condemnation shall be deemed material if as a result of the taking or if reasonably likely in the case of damagea pending proceeding, Buyer shall receive a credit against the Purchase Price in the amount any portion of any deductible applicable net rentable area of the Improvements, or any parking is taken which would cause the Property to such damage. If Buyer does be in violation of any existing laws or regulations, including but not elect limited to, zoning regulations, or the existing access to terminate this Agreementthe Property is materially and adversely affected, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)permanently.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property exceeds Two Million $5,000,000 in the estimate of an architect or contractor mutually selected by Buyer and 00/100 Dollars ($2,000,000.00) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer), then Buyer mayor Seller may elect to terminate this Agreement, at its option such election to be effective only if exercised by Buyer within ten thirty (1030) business days of receipt of any Seller’s notice of the occurrence of the such damage or destruction or by Seller within thirty (30) days of the threat occurrence of such damage or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary destruction. If either Buyer or Seller elects to allow Buyer the full ten (10) business day period), either (a) terminate this Agreement by giving delivering written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price thereof as required by the terms hereof. If Buyer so terminates provided in this AgreementSection 6.17(b), then this Agreement shall terminate, the Deposit paid by Buyer shall be immediately returned to Buyer Buyer, and neither party the parties shall not have any further rights or obligations hereunder hereunder, except those rights and obligations which survive termination of this Agreementas provided in Section 8.2. If Buyer elects neither party gives notice of its intent to proceed with the purchase or fails to give Seller notice terminate this Agreement within the above-referenced ten (10) day time period of Buyer’s termination of this Agreementrequired herein, then upon this Agreement shall not terminate, and Seller shall promptly commence the repair of the damage to the Real Property to the condition that existed immediately prior to such damage or destruction, and at the Closing, if Seller shall not have returned the Real Property to the condition that existed immediately prior to such damage or destruction, there shall be a credit against the Purchase Price due Initial Payment Calculation Amount hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction destruction, plus the amount of any insurance deductible, self insured retention or condemnation under any policy of insurance carried by Seller similar amount with respect to such lossany damaged or destroyed Real Property, less any sums expended by Seller toward the restoration or repair of such Real Property (the Real Propertynature, scope and quality of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the prior written approval of Buyer, which approval shall not be unreasonably withheld). If the proceeds or awards have not been collected as of the ClosingClosing Date and the Real Property has not been returned to the condition that existed immediately prior to such damage or destruction, then there shall be a credit against the Initial Payment Calculation Amount due hereunder equal to the amount of the insurance deductible, self insured retention or similar amount with respect to such damaged or destroyed Real Property, and such proceeds or awards shall be assigned to Buyer less any sums (and Seller shall reasonably cooperate with Buyer after the Closing to collect such proceeds), except to the extent needed to reimburse Seller for sums actually expended to repair or restore the damaged or destroyed Real Property which have been approved by Buyer as set forth above, and in Seller shall retain the case of damage, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable rights to such damage. If Buyer does not elect proceeds to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)such extent.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two Million Two Hundred Forty-Five Thousand and 00/100 No/100 Dollars ($2,000,000.002,245,000.00) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in the value of the remaining Property as a result of a condemnation is material (as hereinafter defined) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) Tenant, as a result of such condemnation or casualty, has the loss due right to a terminate the Lease, and Tenant does not waive its termination right within ten (10) days following the condemnation or casualty (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access the Closing Date shall be extended to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyerallow such time period to run fully if necessary), then Buyer may, at its option to be exercised within ten five (105) business days of Seller’s notice that either (1) of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period), either conditions in subsection (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) herein is satisfied or (2) the commencement of a material condemnation proceeding (as defined below), either terminate this Agreement or consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such ten (10) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property Property, and in Seller shall retain the case of damage, Buyer rights to such proceeds and awards to such extent. A condemnation shall receive a credit against the Purchase Price in the amount be deemed material if (i) any portion of any deductible applicable net rentable area of the Improvements, (ii) any parking is taken which would cause the Property to be in violation of any existing laws or regulations, including but not limited to, zoning regulations, (iii) any loading dock space is taken, (iv) Tenant, as a result of such damage. If Buyer condemnation or casualty, has the right to terminate the Lease, and Tenant does not elect waive its termination right within ten (10) days following the condemnation or casualty, or (v) the existing access to terminate this Agreementthe Property is materially and adversely affected, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)permanently.

Major Loss. If (a) the cost to repair any such damage or destruction to of the Real Property or diminution in value of the Property following a condemnation as specified above exceeds Two Million and 00/100 Three Hundred Fifty Thousand Dollars ($2,000,000.00) 350,000.00), or any damage if the damage, destruction or destruction diminution is not fully covered insured or adequately insured (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess regardless of the deductible), (b) the loss due cost to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyerrepair), then (in either instance) Buyer may, at its option to be exercised within ten (10) business days of Buyer’s receipt of Seller’s written notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, period or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreement, then the Deposit paid by Buyer shall be promptly returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights and such obligations which as expressly survive the termination of this Agreement. If Buyer elects to proceed with the purchase or fails to give Seller written notice within the above-above referenced ten (10) day period of Buyer’s termination of this Agreement, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of (x) any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually (in an amount not to exceed the Purchase Price) collected by and paid to Seller as a result of any such damage or destruction or condemnation under any policy of insurance carried by Seller with respect to such lossloss and (y) the amount of the deductible applicable to such damage or destruction under any such insurance policy/ies, less (z) any sums expended by Seller toward the restoration or repair of the Real Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards (in an amount not to exceed the Purchase Price) shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to repair or restore the Real Property and in the case of damage, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable to such damage. If Buyer does not elect to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)Property.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two Four Million and 00/100 Dollars ($2,000,000.004,000,000) in the estimate of an architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (and, absent such full coverage, Seller agrees and reasonably acceptable to fund at Closing Buyer or the diminution in the value of the remaining Property as a credit to the Purchase Price the amount not covered in excess result of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is material (as reasonably determined by Buyerhereinafter defined), then Buyer may, at its option to be exercised within ten five (105) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property and (subject to the approval of Buyer, not to be unreasonably withheld, conditioned or delayed provided no such approval shall be required in the case of damagerepairs which the Seller must make in order to comply with applicable laws, Buyer resolve an emergency condition, or avoid default under an agreement to which Seller is a party), and Seller shall receive a credit against retain the Purchase Price in the amount rights to such proceeds and awards to such extent. A condemnation shall be deemed material if any portion of any deductible applicable net rentable area of the Property, or any parking is taken which would cause the Property to such damage. If Buyer does be in violation of any existing laws or regulations, including but not elect limited to, zoning regulations, or the existing access to terminate this Agreementthe Property is materially and adversely affected, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)permanently.

Major Loss. If (a) the cost to repair any such amount of the damage or destruction or condemnation as specified above: (i) exceeds two percent (2%) of the Purchase Price, or (ii) permits any Major Tenant to terminate its lease, or (iii) results in the Property parking ratio being reduced below the ratio required by law or by any lease or reciprocal easement agreement affecting the Property, or (iv) materially and adversely on a permanent basis affects any point of ingress or egress to the Real Property exceeds Two Million and 00/100 Dollars ($2,000,000.00) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer)Property, then Buyer may, may at its option option, to be exercised by written notice to Seller and Escrow Agent within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary proceedings, terminate this Agreement. Buyer’s failure to allow Buyer the full elect to terminate this Agreement within said ten (10) business day period), either (a) Business Day period shall be deemed an election by Buyer to consummate this purchase and sale transaction. If Buyer elects to terminate this Agreement by giving written notice to Seller within such ten (10) business day Business Day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreement, then the Deposit paid by Buyer together with any interest earned thereon shall be returned to Buyer by Escrow Agent and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 3.4, 9.7, and obligations which survive termination of this Agreement10.11. If Buyer elects or is deemed to have elected to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the restoration or repair of the Real PropertyProperty or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to the Closing to repair or restore the Real Property and in the case of damage, Buyer shall receive a credit against the Purchase Price in the amount of or to collect any deductible applicable to such damage. If Buyer does not elect to terminate this Agreement, Seller shall not compromise, settle proceeds or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)awards.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two One Million and 00/100 Dollars ($2,000,000.001,000,000) in the estimate of an architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (andand reasonably acceptable to Buyer, absent such full coveragewould result in an abatement or diminution of rent under the Equinix Lease, Seller agrees to fund at Closing or the diminution in the value of the remaining Property as a credit to the Purchase Price the amount not covered in excess result of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is material (as reasonably determined by Buyerhereinafter defined) (in each case a “Major Loss”), then Buyer may, at its option to be exercised within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)such Major Loss, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such ten (10) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property Property, and in Seller shall retain the case of damage, Buyer rights to such proceeds and awards to such extent. A condemnation shall receive a credit against the Purchase Price in the amount be deemed material if any portion of any deductible applicable net rentable area of the Property or any parking is taken which would cause the Property to such damage. If Buyer does be in violation of any existing laws or regulations, including but not elect limited to, zoning regulations, or the existing access to terminate this Agreementthe Property is materially and adversely affected, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)permanently.

Major Loss. If (a) the cost to repair any such damage or destruction to the Real Property exceeds Two Million and 00/100 Dollars ten percent ($2,000,000.0010%) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price or, in the amount not covered in excess case of condemnation, if the value of the deductible)portion of the Property taken exceeds ten percent (10%) of the Purchase Price of the Property, or in the case of damage due to an earthquake which, under the terms of Section 9.1 above , is to be governed by this Section 9.2 , or (b) the loss due any Major Tenant exercises a right to terminate its Lease as a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property result of such damage or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer)condemnation, then Buyer may, at its option to be exercised by written notice to Seller within ten twenty (1020) business days of after Seller’s notice to Buyer of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) elect to terminate this Agreement by giving written notice Agreement, in which case the Deposit shall be refunded to Seller within such ten (10) business day periodBuyer, and neither party shall have any further obligations under this Agreement, except for obligations which expressly state that they shall survive termination of this Agreement, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreement, then subject to the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights and obligations which survive termination of this Agreementcredits against the Purchase Price provided below. If Buyer elects to proceed with the purchase or fails to give Seller notice within of the above-referenced ten (10) day period of Buyer’s termination of this AgreementProperty, then then, upon the Closing, there Buyer shall be given a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the restoration or repair of the Real PropertyProperty as a result of such casualty or condemnation; provided, however, with respect to the deductible under any policy of earthquake insurance, Seller shall have no obligation to give Buyer a credit in excess of One Hundred Thousand Dollars ($100,000.00). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less at Closing, and Buyer shall receive a credit from Seller at Closing equal to the amount of the deductible under any policy of insurance pursuant to which such assigned proceeds will be paid; provided that if Seller shall have expended any sums needed to reimburse Seller for sums actually expended before the Closing to repair or restore the Real Property Property, the amount expended by Seller shall first be deducted from any credit due Buyer for the deductible under any insurance policy, and in if the case amount expended by Seller exceeds the total amount of damagesuch deductible(s), Buyer Seller shall receive a credit against reserve from the Purchase Price in assignment of insurance proceeds to Buyer, the amount of any deductible applicable to such damageexcess. If Buyer does not elect fails to terminate this Agreementgive Seller notice within such 20 day period, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent then Buyer will be deemed to have elected to proceed in accordance with clause (which consent may be withheld in Buyer’s sole and absolute discretion)b) above.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two Million and 00/100 Five Hundred Thousand Dollars ($2,000,000.00500,000) in the estimate of an architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (and, absent such full coverage, Seller agrees and reasonably acceptable to fund at Closing Buyer or the diminution in the value of the remaining Property as a credit to the Purchase Price the amount not covered in excess result of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is material (as reasonably determined by Buyerhereinafter defined), then Buyer may, at its option to be exercised within ten twenty (1020) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (during which time period Seller will make available to Buyer all information and documentation reasonably requested by Buyer relating to the Closing Date shall be extended damage or destruction, or condemnation, and any insurance and/or condemnation award, so that Buyer may make an informed decision as necessary to allow Buyer whether to proceed with the full ten (10) business day periodtransaction or to terminate), either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such twenty (20) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be immediately returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any reasonable and documented sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property, and Seller shall retain the rights to such proceeds and awards to such extent. A condemnation shall be deemed material if more than twenty percent (20%) of the net rentable area of the Property and in the case of damageis taken, Buyer shall receive a credit against the Purchase Price in the amount or any portion of any deductible applicable net rentable area of the Property, or any parking is taken which would cause the Property to such damagebe in violation of any existing laws or regulations, including but not limited to, zoning regulations, or the existing access to the Property is materially and adversely affected, permanently. If Buyer does not elect to terminate this AgreementAfter the expiration of the Contingency Period, Seller shall will not compromise, settle any insurance or adjust any award or insurance condemnation claim involving a Major Loss without Buyer’s the prior written consent (which consent may be withheld in of Buyer’s sole and absolute discretion).

Major Loss. If a Significant Portion of any Property is damaged or destroyed or condemned (aa “Major Loss”), then within twenty (20) the cost to repair any Business Days after receipt of notice of such damage or destruction or condemnation, Purchaser must give notice to the Real Property exceeds Two Million and 00/100 Dollars ($2,000,000.00) or any damage or destruction is not fully covered (except Seller of its intention to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer), then Buyer may, at its option to be exercised within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period), either (a) terminate this Agreement by giving written notice in whole, whereupon Purchaser shall be entitled to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreement, then receive the Deposit paid by Buyer shall be returned to Buyer and thereafter neither party shall Seller nor Purchaser will have any further rights or obligations to the other hereunder except those rights and for such obligations which that expressly survive termination of this Agreement. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreement, then upon (b) close the Closing, there shall be transaction in accordance with Section 8.2 as if a credit against Major Loss had not occurred and receive the Purchase Price due hereunder equal to the amount benefits of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damageSection 8.2, or condemnation awards actually collected by and paid (c) request Seller to drop the affected Property as set forth below. In no event will Seller as a result of any be obligated to repair or restore such damage or destruction or condemnation under any policy of insurance carried by Seller with respect to such loss, less any sums expended toward the restoration or repair of the Real Propertycondemnation. If Purchaser requests Seller to drop the proceeds affected Property, Seller will give notice to Purchaser within ten (10) days of receipt of Purchaser’s request of (a) Seller’s agreement to drop the affected Property or awards (b) Seller’s election not to permit the affected Property to be dropped as set forth above such that a Major Loss will still exist. If Seller fails to provide notice to Purchaser within such 10-day period, Seller will be deemed to have elected to proceed in accordance with (b) above. Within five (5) Business Days of receipt of Seller’s notice or deemed election, if Seller elects (or is deemed to have elected) to proceed in accordance with (b) above, Purchaser may elect, by written notice to Seller, to either (y) terminate this Agreement in whole, whereupon Purchaser shall be entitled to receive the Deposit and thereafter neither Seller nor Purchaser will have any further rights or obligations to the other hereunder except for such obligations that expressly survive the termination of this Agreement or (z) elect to close the transaction in accordance with Section 8.2 as if a Major Loss had not been collected as of the Closingoccurred. If Seller does not receive Purchaser’s election within such 5-Business Day period, then Purchaser will be deemed to have elected clause (y) above. If Seller agrees to drop the affected Property pursuant to the terms of this Section 8.3 (such proceeds or awards Property, a “Dropped Property”), (i) the defined term “Properties” shall be assigned to Buyer less any sums needed to reimburse Seller for sums actually expended to repair or restore mean the Real Property and in properties described on Exhibit A other than the case of damageDropped Property, Buyer shall receive a credit against (ii) the Purchase Price in shall be reduced by the amount allocated to the Dropped Property pursuant to Section 7.8, and (iii) except as modified by this Section 8.3, the terms and provisions of any deductible applicable to such damage. If Buyer does not elect to terminate this Agreement, Seller the Agreement shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld remain unmodified and in Buyer’s sole full force and absolute discretion)effect.

Major Loss. If (a) the cost to repair any such the damage or destruction as specified above exceeds an amount equal to the Real Property exceeds Two Seven Million and 00/100 Dollars ($2,000,000.007,000,000) in the estimate of an architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (and, absent such full coverage, Seller agrees and reasonably acceptable to fund at Closing Buyer or the diminution in the value of the remaining Property as a credit to the Purchase Price the amount not covered in excess result of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is material (as reasonably determined by Buyerhereinafter defined), then Buyer may, at its option to be exercised within ten five (105) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and receipt of the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)foregoing estimate, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property Property, and in Seller shall retain the case of damage, Buyer rights to such proceeds and awards to such extent. A condemnation shall receive a credit against the Purchase Price in the amount be deemed material if any portion of any deductible applicable net rentable area of the Property or any parking is taken which would cause the Property to such damage. If Buyer does be in violation of any existing laws or regulations, including but not elect limited to, zoning regulations, or the existing access to terminate this Agreementthe Property is materially and adversely affected, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)permanently.

Major Loss. If (a) the cost to repair any such the damage or destruction or condemnation at the Property exceeds in the aggregate for all such events prior to the Real Property exceeds Two Close of Escrow the sum of Three Million and 00/100 Eight Hundred Thousand Dollars ($2,000,000.003,800,000.00) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer“Major Loss”), then Buyer mayor Seller, each at its option their sole option, to be exercised within ten by written notice delivered to the other, terminate this Agreement, on or before 5:00 pm Pacific time on the first to occur of: (10i) the tenth (10th) business days day following Buyer’s receipt of both Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings and its receipt of Seller’s estimate of the cost and time to complete the necessary repairs and restoration and (and ii) the Closing Date shall be extended as necessary one hundred eightieth (180th) day following the damage or destruction. The failure to allow Buyer the full ten (10) business day period), either (a) elect to terminate this Agreement by giving written notice to Seller within such ten (10) business day period, on or (b) consummate the purchase of the Property for the full Purchase Price as required before said date and time shall be deemed an election by the terms hereoffailing party to consummate this purchase and sale transaction. If either Buyer so terminates or Seller elects in writing to terminate this AgreementAgreement on or before said date and time, then the Deposit paid by Buyer (not including the Independent Consideration) shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights and obligations which survive termination of as expressly provided elsewhere in this Agreement. If Buyer elects and Seller both elect or are deemed to have elected to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there Seller shall be grant Buyer a credit against the Purchase Price due hereunder equal to in the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, less the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the restoration or repair of the Real PropertyProperty or in collecting such insurance proceeds or condemnation awards. If the insurance proceeds (if any) or awards have not been collected by Seller as of the Closing, then there shall be no credit against the Purchase Price, and all rights to collect under Seller’s insurance for the casualty and all such proceeds or awards shall be assigned by Seller to Buyer less any sums without recourse or warranty, except to the extent needed to reimburse Seller for sums actually expended prior to the Closing to repair or restore the Real Property and in the case or to collect any such proceeds or awards, without a reduction of damage, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable to such damagePrice. If Buyer does not and Seller elect to terminate this Agreementproceed with the purchase and sale, Seller shall not compromise, settle or adjust any claims to such award or insurance claim without Buyer’s prior written consent (consent, which consent may shall not be withheld in Buyer’s sole and absolute discretion)unreasonably withheld.

Major Loss. If (a) the cost to repair any such the damage or destruction as specified above exceeds an amount equal to the Real Property exceeds Two Million and 00/100 Dollars three percent ($2,000,000.003%) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price in the amount not covered estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in excess the value of the deductible), (b) the loss due to remaining Property as a result of a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is material (as reasonably determined by Buyerhereinafter defined), then Buyer may, at its option to be exercised within ten five (105) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3, 9.5 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property Property, and in Seller shall retain the case of damage, Buyer rights to such proceeds and awards to such extent. A condemnation shall receive a credit against the Purchase Price in the amount be deemed material if any portion of any deductible applicable net rentable area of the Property or any parking is taken which would cause the Property to such damage. If Buyer does be in violation of any existing laws or regulations, including but not elect limited to, zoning regulations, or the existing access to terminate this Agreementthe Property is materially and adversely affected, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)permanently.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two One Million and 00/100 Dollars ($2,000,000.001,000,000.00) in the estimate of an architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (and, absent such full coverage, Seller agrees and reasonably acceptable to fund at Closing Purchaser or the diminution in the value of the remaining Property as a credit to the Purchase Price the amount not covered in excess result of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer)is material, then Buyer either Purchaser or Seller may, at its option to be exercised within ten five (105) business days of Seller’s 's notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary proceedings, elect to allow Buyer the full ten (10) business day period), terminate this Agreement. If either (a) party elects to terminate this Agreement by giving delivering written notice thereof to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreementother party, then this Agreement shall terminate, the Deposit paid by Buyer Deposit, and all earnings thereon, shall be returned to Buyer Purchaser and neither party shall have any further rights or obligations hereunder except those rights and obligations which survive termination of this Agreementas otherwise provided herein. If Buyer neither party elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of terminate this Agreement, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Purchaser, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property Property, and in Seller shall retain the case of damagerights to such proceeds and awards to such extent. Seller, Buyer as tenant under the Lease, shall receive a credit against be responsible for and required to pay the Purchase Price in the full amount of any deductible applicable the rent required to such damage. If Buyer does not elect to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole paid under the Lease from and absolute discretion)after the date of Closing.

Major Loss. If (a) the cost to repair any such damage or destruction to the Real Property exceeds Two Million and 00/100 Dollars five percent ($2,000,000.005%) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price or, in the amount not covered in excess case of condemnation, if the value of the deductible)portion of the Property taken exceeds five percent (5%) of the Purchase Price of the Property, or in the case of damage due to an earthquake which, under the terms of Section 9.1 above, is to be governed by this Section 9.2, (b) any Lease with a Major Tenant would be terminated as a result of such damage or condemnation, or (c) in the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access case of damage to the Real Property or (III) otherwise materially impairs Buyer’s intended use destruction of the Real Property (Improvements, applicable laws would prohibit the Improvements to be rebuilt with substantially the same square footage as reasonably determined by Buyer)exists prior to such damage or destruction, then Buyer may, at its option to be exercised by written notice to Seller within ten twenty (1020) business days of after Seller’s notice to Buyer of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) elect to terminate this Agreement by giving written notice Agreement, in which case the Deposit shall be refunded to Seller within such ten (10) business day periodBuyer, and neither party shall have any further obligations under this Agreement, except for obligations which expressly state that they shall survive termination of this Agreement, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreement, then subject to the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights and obligations which survive termination of this Agreementcredits against the Purchase Price provided below. If Buyer elects to proceed with the purchase or fails to give Seller notice within of the above-referenced ten (10) day period of Buyer’s termination of this AgreementProperty, then then, upon the Closing, there Buyer shall be given a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the restoration or repair of the Real PropertyProperty as a result of such casualty or condemnation; provided, however, with respect to the deductible under any policy of earthquake insurance, Seller shall have no obligation to give Buyer a credit in excess of Twenty-Five Thousand Dollars ($25,000.00). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less at Closing, and Buyer shall receive a credit from Seller at Closing equal to the amount of the deductible under any policy of insurance pursuant to which such assigned proceeds will be paid; provided that if Seller shall have expended any sums needed to reimburse Seller for sums actually expended before the Closing to repair or restore the Real Property Property, the amount expended by Seller shall first be deducted from any credit due Buyer for the deductible under any insurance policy, and in if the case amount expended by Seller exceeds the total amount of damagesuch deductible(s), Buyer Seller shall receive a credit against reserve from the Purchase Price in assignment of insurance proceeds to Buyer, the amount of any deductible applicable to such damageexcess. If Buyer does not elect fails to terminate this Agreementgive Seller notice within such 20‑day period, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent then Buyer will be deemed to have elected to proceed in accordance with clause (which consent may be withheld in Buyer’s sole and absolute discretion)b) above.

Major Loss. If (a) the cost to repair any such damage the damage, destruction or destruction condemnation as specified above exceeds an amount equal to the Real Property exceeds Two Million and 00/100 Dollars five percent ($2,000,000.005%) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price in the amount not covered estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in excess the value of the deductibleremaining Property as a result of a condemnation is material (as hereinafter defined), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects no point of access to the Real Property would be lost as a result of such damage or condemnation; (c) no Lease or Leases representing more than five percent (5%) of the net operating income of the Property would be terminated as a result of such damage or condemnation, or (IIId) otherwise materially impairs Buyer’s intended use no building would be incapable of the Real Property (as reasonably determined by Buyer)being rebuilt to its existing condition prior to such damage or condemnation, then Buyer may, at its option to be exercised within ten five (105) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) business day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3, 9.5 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property Property, and in Seller shall retain the case of damage, Buyer rights to such proceeds and awards to such extent. A condemnation shall receive a credit against the Purchase Price in the amount be deemed “material” if any portion of any deductible applicable net rentable area of the Property or any parking is taken which would cause the Property to such damage. If Buyer does be in violation of any existing laws or regulations, including but not elect limited to, zoning regulations, or the existing access to terminate this Agreementthe Property is materially and adversely affected, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)permanently.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two Million and 00/100 Five Hundred Thousand Dollars ($2,000,000.00500,000) in the estimate of a licensed architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (and, absent such full coverage, Seller agrees and reasonably acceptable to fund at Closing Buyer or the diminution in the value of the remaining Property as a credit to the Purchase Price the amount not covered in excess result of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is material (as reasonably determined by Buyerhereinafter defined), then Buyer may, at its option to be exercised within ten five (105) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) business day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3, 9.5 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, in both cases, up to the amount of the Purchase Price, plus the amount of any policy insurance deductible (not to exceed the amount of the loss), less any insurance carried by Seller with respect proceeds of rental loss and business interruption insurance or any portion of an award that are allocable to such loss, the period through the Closing Date and less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums by Seller, without representation or warranty and without recourse against Seller, in both cases, up to the amount of the Purchase Price, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property Property, or to the extent any insurance proceeds of rental loss and business interruption insurance or any portion of the award are allocable to the period prior to the Closing Date, and Seller shall retain the rights to such proceeds and awards to such extent. A condemnation shall be deemed “material” if, in the case sole opinion of damageBuyer, any portion of the Property is taken which would cause the frustration of the proposed use of the Property for Buyer shall receive a credit against or for the Purchase Price Property to be in the amount violation of any deductible applicable existing laws or regulations, including but not limited to, zoning regulations, or the existing access to such damage. If Buyer does not elect to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole the Property is materially and absolute discretion)adversely affected.

Major Loss. If (a) the cost to repair any such the material damage or destruction to the Real any Subject Property exceeds Two Million and 00/100 Dollars $7,500,000 ($2,000,000.00a “Major Loss”) in the estimate of an architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (and, absent such full coverage, Seller agrees and reasonably acceptable to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer), then Buyer maymay elect to terminate this Agreement, at its option such election to be effective only if exercised (i) by Buyer in writing within ten forty-five (1045) business days after Buyer’s receipt of Seller’s notice of the occurrence of the such damage or destruction or (ii) by Seller in writing within forty-five (45) days after the threat occurrence of such damage or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary destruction. If Buyer or Seller elect to allow Buyer the full ten (10) business day period), either (a) terminate this Agreement by giving delivering written notice to Seller within such ten (10) business day periodthereof as provided in this Section 6.14(b), or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereofthen this Agreement shall terminate in accordance with Article VIII. If neither Buyer so terminates this Agreement, then the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights and obligations which survive nor Seller gives timely written notice of termination of this Agreement. If Buyer elects to proceed with the purchase or fails to give Seller notice Agreement within the above-referenced ten (10) day time period of Buyer’s termination of this Agreementrequired herein, then upon this Agreement shall not terminate and Seller shall promptly commence the repair of the damage to such Subject Property to the condition that existed immediately prior to such damage or destruction, reasonable wear and tear excepted, and at the Closing, if Seller shall not have returned such Subject Property to the condition that existed immediately prior to such damage or destruction, reasonable wear and tear excepted, there shall be a credit against the Purchase Price due Closing Payment hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction (but not business interruption insurance proceeds), plus the amount of any insurance deductible, self-insured retention or condemnation under any policy of insurance carried by Seller similar amount with respect to such lossany damaged or destroyed Subject Property, less any sums expended by Seller or the Company toward the restoration or repair of the Real such Subject Property. If the such proceeds or awards have not been collected as of the ClosingClosing Date and the Subject Property has not been returned to the condition that existed immediately prior to such damage or destruction, reasonable wear and tear excepted, then there shall be a credit against the Closing Payment due hereunder equal to the amount of the insurance deductible, self-insured retention or similar amount with respect to such damaged or destroyed Subject Property, and such proceeds or awards (but not business interruption insurance proceeds) shall be assigned to Buyer less any sums (and Seller shall reasonably cooperate with Buyer after the Closing to collect such proceeds), except to the extent needed to reimburse Seller for sums actually expended to repair or restore the Real Property damaged or destroyed Subject Property, and in Seller shall retain the case of damage, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable rights to such damageproceeds to such extent. If Seller’s notice of the occurrence of a Major Loss shall be deemed to amend and supplement the appropriate Seller Schedules and cure any misrepresentation or breach of warranty or covenant that otherwise might have existed hereunder by reason of such Major Loss for purposes of the conditions to Closing set forth in Article VII and remedies under Article IX, subject to Seller’s obligation to pay Buyer does not elect to terminate the amounts under this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole Section 6.14(b) and absolute discretionthe termination rights under this Section 6.14(b).

Major Loss. If (a) the cost to repair any such damage or destruction to the Real Property exceeds Two Million and 00/100 Dollars ten percent ($2,000,000.0010%) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess or, if there is a condemnation of any portion of the deductible)Property, (b) or in the case of an uninsured loss or damage due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00)an earthquake which, (II) affects access under the terms of Section 9.1 above, is to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined be governed by Buyer)this Section 9.2, then Buyer may, at its option to be exercised by written notice to Seller within ten twenty (1020) business days of after Seller’s notice to Buyer of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) elect to terminate this Agreement by giving written notice Agreement, in which case the Deposit shall be refunded to Seller within such ten (10) business day periodBuyer, and neither party shall have any further obligations under this Agreement, except for obligations which expressly state that they shall survive termination of this Agreement, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreement, then subject to the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights and obligations which survive termination of this Agreementcredits against the Purchase Price provided below. If Buyer elects to proceed with the purchase or fails to give Seller notice within of the above-referenced ten (10) day period of Buyer’s termination of this AgreementProperty, then then, upon the Closing, there Buyer shall be given a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the restoration or repair of the Real PropertyProperty as a result of such casualty or condemnation; provided, however, that with respect to the deductible under any policy of earthquake insurance, Seller shall have no obligation to give Buyer a credit in excess of Fifty Thousand Dollars ($50,000.00) ; provided, further, that with respect to any uninsured loss, Seller shall have no obligation to give Buyer a credit in excess of Fifty Thousand Dollars ($50,000.00). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less at Closing, and Buyer shall receive a credit from Seller at Closing equal to the amount of the deductible under any policy of insurance pursuant to which such assigned proceeds will be paid; provided that if Seller shall have expended any sums needed to reimburse Seller for sums actually expended before the Closing to repair or restore the Real Property Property, the amount expended by Seller shall first be deducted from any credit due Buyer for the deductible under any insurance policy, and in if the case amount expended by Seller exceeds the total amount of damagesuch deductible(s), Buyer Seller shall receive a credit against reserve from the Purchase Price in assignment of insurance proceeds to Buyer, the amount of any deductible applicable to such damageexcess. If Buyer does not elect fails to terminate this Agreementgive Seller notice within such twenty (20) day period, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent then Buyer will be deemed to have elected to proceed in accordance with clause (which consent may be withheld in Buyer’s sole and absolute discretion)b) above.

Major Loss. If (a) the cost to repair any such damage or destruction to the Real Property exceeds Two Million and 00/100 Dollars ($2,000,000.00) or any damage the Ground Lease Land is Material or destruction is not fully covered (except to the extent diminution in the value of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing the remaining Property as a credit to the Purchase Price the amount not covered in excess result of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is Material (as reasonably determined by Buyerdefined in Section 5.1 above), then Buyer may, at its option to be exercised within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement or consummate the purchase in accordance with the terms hereof, subject to the assignment of insurance proceeds and/or credits against the Purchase Price in the amount of any uninsured loss with respect to which Seller, in Seller’s sole discretion, elects to give Buyer a credit at Closing. If Buyer elects to terminate this Agreement by giving delivering written notice thereof to Seller or fails to give Seller notice within such ten (10) business day period, or (b) consummate period that Buyer will proceed with the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreementpurchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any uninsured loss (if any) with respect to which Seller elects, in Seller’s sole discretion, to give Buyer a credit at Closing, plus the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty and/or the Ground Lease Land (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually reasonably expended to collect such proceeds or awards or to repair or restore the Real Property and/or the Ground Lease Land, and in Seller shall retain the case of damage, Buyer rights to such proceeds and awards to such extent. A condemnation shall receive a credit against the Purchase Price in the amount be deemed material if any portion of any deductible applicable net rentable area of the Property or any parking on the Property and/or the Ground Lease Land is taken, or the existing access to such damage. If Buyer does not elect to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole the Property and/or the Ground Lease Land is materially and absolute discretion)adversely affected.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two Million and 00/100 Dollars ($2,000,000.00) in the estimate of an architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (andand reasonably acceptable to Buyer, absent such full coverage, Seller agrees to fund at Closing or the diminution in the value of the remaining Property as a credit to the Purchase Price the amount not covered in excess result of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is material (as reasonably determined by Buyerhereinafter defined), then Buyer may, at its option to be exercised within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller within such ten (10) day period, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects fails to terminate this Agreement in accordance with the preceding sentence, Buyer shall be deemed to elect to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the insurance proceeds or condemnation awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for reasonable, out-of-pocket sums actually expended to collect such proceeds or awards or to repair or restore the Real Property and in (to the case of damageextent such repairs and/or restoration have been approved by Buyer, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable to such damage. If Buyer does not elect to terminate this Agreementas provided above), Seller shall credit Buyer for the insurance deductible at the Closing, and Seller shall retain the rights to such proceeds and awards to the extent of any reimbursement to which Seller is entitled as provided above. A condemnation shall be deemed material if (i) any portion of any net rentable area of the Property or any parking is taken which would cause the Property to be in violation of any existing laws or regulations, including but not compromiselimited to, settle zoning regulations, (ii) the existing access to the Property is materially and adversely affected, permanently, or adjust any award (iii) the condemnation is such that one or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)more tenants under Leases have the right to terminate their respective Leases.

Major Loss. If (a) the cost to repair any such amount of the damage or destruction to the Real Property or condemnation as specified above exceeds Two Million and 00/100 Seven Hundred Fifty Thousand Dollars ($2,000,000.00) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer750,000), then Buyer may, may at its option option, to be exercised by written notice to Seller within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary proceedings, terminate this Agreement. Buyer’s failure to allow Buyer the full ten (10) business day period), either (a) elect to terminate this Agreement within said ten business day period shall be deemed an election by giving written notice Buyer to Seller consummate this purchase and sale transaction. If Buyer elects to terminate this Agreement within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreement, then the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights and obligations which survive termination of as expressly provided in this Agreement. If Buyer elects or is deemed to have elected to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under (other than the proceeds of rent loss or business interruption insurance which are allocable to periods before Closing), plus the amount of any policy insurance deductible and any uninsured amount of insurance carried by Seller with respect to such loss, less any sums expended toward expended, by Seller towards the restoration or repair of the Real PropertyProperty or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended prior to the Closing to repair or restore the Real Property or to collect any such proceeds or awards. Notwithstanding the foregoing sentence, if, with respect to the insurance proceeds, Seller’s insurance carrier does not agree in writing, within thirty (30) days after the date of the event giving rise to insurance proceeds, that such event is covered by such insurance, and in that such insurance proceeds will be paid by such insurer directly to Buyer, then the case of damagecost to repair (to a condition at least as good as prior to the casualty) the remaining damage caused by such casualty, Buyer as reasonably determined by Buyer, shall receive a credit be credited against the Purchase Price in the amount of any deductible applicable to such damage. If Buyer does not elect to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)at Closing.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two One Million and 00/100 Dollars ($2,000,000.001,000,000.00) in the estimate of an architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (andand reasonably acceptable to Buyer, absent such full coverage, Seller agrees to fund at Closing or the diminution in the value of the remaining Property as a credit to the Purchase Price the amount not covered in excess result of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is material (as reasonably determined by Buyerhereinafter defined), then Buyer may, at its option to be exercised within ten (10) business days of Seller’s 's notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller within such ten (10) day period, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects fails to terminate this Agreement in accordance with the preceding sentence, Buyer shall be deemed to elect to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the insurance proceeds or condemnation awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for reasonable, out-of-pocket sums actually expended to collect such proceeds or awards or to repair or restore the Real Property and in (to the case of damageextent such repairs and/or restoration have been approved by Buyer, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable to such damage. If Buyer does not elect to terminate this Agreementas provided above), Seller shall credit Buyer for the insurance deductible at the Closing, and Seller shall retain the rights to such proceeds and awards to the extent of any reimbursement to which Seller is entitled as provided above. A condemnation shall be deemed material if (i) any portion of any net rentable area of the Property or any parking is taken which would cause the Property to be in violation of any existing laws or regulations, including but not compromiselimited to, settle zoning regulations, (ii) the existing access to the Property is materially and adversely affected, permanently, or adjust any award (iii) the condemnation is such that one or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)more tenants under Leases have the right to terminate their respective Leases.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above equals or exceeds Two Million Four Hundred Thousand and 00/100 no/100 Dollars ($2,000,000.00400,000.00) in the estimate of an architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (and, absent such full coverage, Seller agrees and reasonably acceptable to fund at Closing Buyer or the diminution in the value of the remaining Property as a credit to the Purchase Price the amount not covered in excess result of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer)is material, then Buyer may, at its option to be exercised within ten five (105) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) business day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums reasonably expended by Seller toward the collection of such proceeds or awards or to protect the Property from further damage. In addition, if any applicable laws or provisions of any Leases or other contractual obligations of Seller require Seller to commence restoration or repair of the Real Property prior to the Closing, Seller and Buyer shall negotiate reasonably and in good faith and agree upon the procedure, plans and specifications, contractor and construction contract, and schedule for the making of such restoration or repair of the Property, in which event the sums thereafter expended by Seller in making such restoration or repair of the Property shall be deducted from the credit to Buyer against the Purchase Price at the Closing. If the consent or approval of any lender then holding a mortgage that encumbers the Property is required with respect to the plans and specifications, contractor, construction contract and/or schedule for making such restoration or repair of the Property, Seller shall be responsible for obtaining such consent or approval. If Seller is not required by any applicable laws or provisions of any Leases or other contractual obligations of Seller to commence restoration or repair of the Property prior to the Closing, then Seller shall not make any restoration or repair of the Property without Buyer’s prior written consent, which Buyer may withhold in its sole and absolute discretion. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property as set forth above and in Seller shall retain the case of damage, Buyer rights to such proceeds and awards to such extent at Closing. A condemnation shall receive a credit against the Purchase Price in the amount be deemed material if any portion of any deductible applicable net rentable area of the Property or any parking is taken, or the existing access to the Property is materially and adversely affected, permanently, or for any period longer than sixty (60) days, or if such damage. If Buyer does not elect condemnation shall entitle any tenant under the Leases to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)its lease.

Major Loss. If (a) the cost to repair any the damage or destruction as specified above exceeds One Million Dollars ($1,000,000) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or such damage or destruction causes any so called “national retailer” or Major Tenant to exercise any right to terminate the Real Property exceeds Two Million and 00/100 Dollars ($2,000,000.00) lease, or any damage or destruction is not fully covered (except to in the extent event of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer)threatened condemnation, then Buyer or Seller may, at its option to be exercised within ten five (105) business days of Seller’s notice (which notice shall include a copy of the estimate of cost to repair in accordance with Section 5.1(a)) of the occurrence of the damage or destruction or the commencement or threat or commencement of condemnation proceedings (and but not later than the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day periodDate), either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates or Seller elects to terminate this AgreementAgreement by delivering written notice thereof to the other, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this AgreementAgreement is not so terminated, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to repair or restore the Real Property Property, and in Seller shall retain the case of damage, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable rights to such damage. If Buyer does not elect proceeds and awards to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)such extent.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two One Million and 00/100 no/100 Dollars ($2,000,000.001,000,000.00) in the estimate of an architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (and, absent such full coverage, Seller agrees and reasonably acceptable to fund at Closing as a credit to Buyer or if the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is material (as reasonably determined by Buyerhereinafter defined), then Buyer may, at its option to be exercised within ten (10) business days of Seller’s 's notice (which notice shall include a copy of the estimate of cost to repair in accordance with Section 5.1(a)) of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and but not later than the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day periodDate), either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such time period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer (including the Initial Portion) shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to repair or restore the Real Property, and Seller shall retain the rights to such proceeds and awards to such extent. A condemnation shall be deemed material if any portion of fee simple title to the Property and is taken or if such condemnation results in an easement or right of occupancy or possession that causes the case of damage, Buyer shall receive a credit against the Purchase Price Property to be in the amount violation of any deductible applicable existing laws or regulations (including, but not limited to, zoning regulations) or permanently, materially and adversely affects the existing access to such damage. If Buyer does not elect to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)the Property.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two Million and 00/100 Dollars three percent ($2,000,000.003%) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price in the amount not covered estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in excess the value of the deductibleremaining Property as a result of a condemnation is material (as hereinafter defined), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects any point of public access to the Real Property would be lost as a result of such damage or condemnation, or (IIIc) otherwise materially impairs Buyer’s intended use any building would be incapable of the Real Property (as reasonably determined by Buyer)being rebuilt to its existing condition prior to such damage or condemnation, then Buyer may, at its option to be exercised within ten five (105) business days of Seller’s 's notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings and receipt of the estimate of costs from the Seller (and provided that if the then-scheduled Closing Date falls within such five (5) business day window then the Closing Date shall be automatically extended as necessary on a day-for-day basis to allow Buyer the full ten facilitate Buyer’s election of remedies for a maximum of five (105) business day perioddays), either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) business day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder hereunder, except those rights as provided in Section 3.1(b) above, and obligations which survive termination of this AgreementSection 9.2 and Section 9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property, and Seller shall retain the rights to such proceeds and awards to such extent. A condemnation shall be deemed material if any portion of the net rentable area of the Improvements or any parking is taken that would cause the Property and to be in the case of damage, Buyer shall receive a credit against the Purchase Price in the amount violation of any deductible applicable existing Laws, including but not limited to, zoning regulations, or the existing access to such damage. If Buyer does not elect to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole the Property is permanently and absolute discretion)materially adversely affected.

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two Million One Hundred Thousand and 00/100 Dollars ($2,000,000.00100,000) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s the intended use of the Real Property (as reasonably determined by Buyer)Property, then Buyer may, at its option to be exercised within ten (10) business days of after Seller’s delivery of notice of the occurrence of the damage or destruction or the threat or contemplation of the commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period)proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreement, then the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights and obligations which survive termination of this Agreementas provided expressly provided herein. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreement, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of the deductible under Seller’s policy of property insurance plus any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under any policy of insurance carried by Seller with respect to such loss, less any sums expended toward the restoration or repair of the Real Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer at Closing less any sums needed to reimburse Seller for sums actually expended to repair or restore the Real Property and in the case of damage, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable to such damage. If Buyer does not elect to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)Property.

Major Loss. If (a) the cost to repair any such the material damage or destruction to the any Subject Real Property exceeds Two Million $10,000,000 (a “Major Loss”) in the estimate of an architect or contractor mutually and 00/100 Dollars ($2,000,000.00) or any damage or destruction is not fully covered (except reasonably agreeable to the extent of Buyer and Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer), then Buyer mayor Seller may elect, at in its option sole discretion, to terminate this Agreement, such election to be effective only if exercised (i) by Buyer in writing within ten forty-five (1045) business days after Buyer’s receipt of Seller’s notice of the occurrence of the such damage or destruction or (ii) by Seller in writing within forty-five (45) days after the threat occurrence of such damage or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary destruction. If either Buyer or Seller elects to allow Buyer the full ten (10) business day period), either (a) terminate this Agreement by giving delivering written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price thereof as required by the terms hereof. If Buyer so terminates provided in this AgreementSection 6.22(b), then this Agreement shall terminate in accordance with Article VIII and the Deposit paid by Buyer shall be returned to Buyer and Buyer. If neither party shall have any further rights or obligations hereunder except those rights and obligations which survive Party gives timely written notice of termination of this Agreement. If Buyer elects to proceed with the purchase or fails to give Seller notice Agreement within the above-referenced ten (10) day time period of Buyer’s termination of this Agreementrequired herein, then upon this Agreement shall not terminate and Seller shall promptly commence the repair of the damage to such Subject Real Property to the condition that existed immediately prior to such damage or destruction, reasonable wear and tear excepted, and at the Closing, if Seller shall not have returned such Subject Real Property to the condition that existed immediately prior to such damage or destruction, reasonable wear and tear excepted, there shall be a credit against the Purchase Price due Closing Payment hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction (but not business interruption insurance proceeds), plus the amount of any insurance deductible, self-insured retention or condemnation under any policy of insurance carried by Seller similar amount with respect to such lossany damaged or destroyed Subject Real Property, less any sums expended by Seller or the Company toward the restoration or repair of the such Subject Real Property. If the such proceeds or awards have not been collected as of the ClosingClosing Date and the Subject Real Property has not been returned to the condition that existed immediately prior to such damage or destruction, reasonable wear and tear excepted, then there shall be a credit against the Closing Payment due hereunder equal to the amount of the insurance deductible, self-insured retention or similar amount with respect to such damaged or destroyed Subject Real Property, and such proceeds or awards (but not business interruption insurance proceeds) shall be assigned to Buyer less any sums (and Seller shall reasonably cooperate with Buyer after the Closing to collect such proceeds), except to the extent needed to reimburse Seller for sums actually expended to repair or restore the damaged or destroyed Subject Real Property Property, and in Seller shall retain the case of damage, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable rights to such damageproceeds to such extent. If Seller’s notice of the occurrence of a Major Loss shall be deemed to amend and supplement the appropriate disclosure Schedules and cure any misrepresentation or breach of warranty or covenant that otherwise might have existed hereunder by reason of such Major Loss for purposes of the conditions to Closing set forth in Article VII or remedies under Article IX, subject to Seller’s obligation to pay Buyer does not elect to terminate the amounts under this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole Section 6.22(b) and absolute discretionthe termination rights under this Section 6.22(b).

Major Loss. If (a) the cost to repair any such the damage or destruction to the Real Property as specified above exceeds Two Million and 00/100 Five Hundred Thousand Dollars ($2,000,000.00500,000.00) or any damage or destruction is not fully covered (except to in the extent estimate of Seller’s deductible) by insurance maintained an architect and contractor selected by Seller and reasonably acceptable to Buyer (and, absent subject to such full coverage, Seller agrees contractor being willing to fund at Closing as complete the restoration for a credit guaranteed maximum price equal to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyerits estimate), then Buyer may, at its option to be exercised by written notice to Seller within ten five (105) business days Business Days of Seller’s notice of the occurrence of the damage or destruction or and delivery of the threat or commencement estimates of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer cost of restoration elect any of the full ten (10) business day period), either following: (a) to terminate this Agreement by giving written notice to Seller within such ten (10) business day period, Agreement; or (b) to consummate the purchase of the Property for the full Purchase Price as required by the terms hereof, subject to the credit for insurance proceeds and deductibles as provided below. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) Business Day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the ClosingClosing as provided in clause (b) above, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under destruction, plus the amount of any policy of insurance carried by Seller with respect to such lossdeductible, less any sums expended by Seller toward the restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Seller shall be entitled to retain the amount of any business interruption insurance proceeds attributable to the period prior to Closing. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards Seller shall be assigned assign to Buyer all such insurance proceeds (less the amount of any sums business interruption insurance proceeds attributable to the period prior to Closing), with a credit against the Purchase Price for any uninsured portion of such casualty or the insurance deductible, as applicable, except to the extent needed to reimburse Seller for sums actually expended by Seller prior to Closing to repair or restore the Real Property and in the case of damage, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable to such damage. If Buyer does not elect to terminate this Agreement, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)Property.

Major Loss. If (a) the cost to repair any such the damage or destruction as specified above exceeds an amount equal to the Real Property exceeds Two One Million and 00/100 Dollars ($2,000,000.001,000,000) in the estimate of an architect or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained contractor selected by Seller (and, absent such full coverage, Seller agrees and reasonably acceptable to fund at Closing Buyer or the diminution in the value of the remaining Property as a credit to the Purchase Price the amount not covered in excess result of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property is material (as reasonably determined by Buyerhereinafter defined), then Buyer may, at its option to be exercised within ten five (105) business days after receipt of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and which notice must cite said architect’s or contractor’s estimate of the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day periodcost of repairing such damage or destruction), either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights as provided in Sections 6.1, 9.3 and obligations which survive termination of this Agreement9.9 below. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreementpurchase, then upon the Closing, (i) if the cost of repairing the damage or casualty is insured, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible (including all proceeds of loss of rents or business interruption insurance, if any, applicable to such damage, the period after Closing) or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under condemnation, plus the amount of any policy applicable insurance deductible up to but not to exceed One Million Dollars ($1,000,000), or (ii) if the cost of insurance carried by Seller with respect to such lossrepairing the damage or casualty is not insured, there shall be a credit against the Purchase Price of One Million Dollars ($1,000,000), in each case less any sums reasonably expended by Seller toward the collection of such proceeds or awards, as applicable, or to restoration or repair of the Real PropertyProperty (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums Buyer, except to the extent needed to reimburse Seller for sums actually expended to collect such proceeds or awards or to repair or restore the Real Property Property, and in Seller shall retain the case of damage, Buyer rights to such proceeds and awards to such extent so reasonably expended. A condemnation shall receive a credit against the Purchase Price in the amount be deemed material if any material portion of any deductible applicable net rentable area of the Property or any material portion of the parking is taken, or the existing access to such damage. If Buyer does not elect to terminate this Agreementthe Property is materially and adversely affected, Seller shall not compromise, settle or adjust any award or insurance claim without Buyer’s prior written consent (which consent may be withheld in Buyer’s sole and absolute discretion)permanently.