Common use of DROPPED PROPERTIES Clause in Contracts

DROPPED PROPERTIES. If Purchaser elects to terminate this Agreement with respect to one or more Properties (including any Master LLC Properties) pursuant to Sections 1.6(b), 3.3(c), 4.19, 6.4, 7.21, 7.23, 8.2(d), 8.3(b) or Article X. (such affected Property, together with all the Properties related to the affected Property, sometimes referred to herein as a "DROPPED PROPERTY"), upon Purchaser's notice to Seller of its election, this Agreement will be deemed amended, without any further action on the part of any party, with respect to each Dropped Property, as follows: (i) the definition of Properties will not include that Dropped Property, except to the extent that any provision that is stated to survive the termination of this Agreement would be applicable to a Property, as applicable, and with respect to this Section 7.12 to the extent necessary to implement this Section 7.12; (ii) in the event that the Dropped Property is a Master LLC Property which is directly or indirectly owned by the Master LLC, then, prior to Closing (but subject to Section 7.16), Seller shall cause the Master LLC and/or the applicable Master LLC Subsidiary to transfer the dropped Master LLC Property so that, upon the Closing of the Transfer of the applicable membership interests in the Master LLC to Purchaser (or its Affiliate), neither the Master LLC nor any Master LLC Subsidiary shall have any interest in such Dropped Master LLC Property; (iii) in the event that the Dropped Property is a Master LLC Property which is not yet directly or indirectly owned by the Master LLC, then, such dropped Master LLC Property (or, if such dropped Master LLC Property is owned by a Master LLC Subsidiary, then such membership interests in the applicable Master LLC Subsidiary) shall not be transferred to Master LLC, so that, upon the Closing of the Transfer of the applicable membership interests in Master LLC to Purchaser (or its Affiliate), neither Master LLC not any Master LLC Subsidiary shall have any interest in such dropped Master LLC Property; (iv) neither Seller nor any Assigning Affiliate will have any obligations with respect to the Dropped Property, nor will any covenant, representation or warranty be deemed made with respect to the Dropped Property except to the extent that any such covenant, representation or warranty is stated to survive the termination of this Agreement, and Purchaser will not have any rights or obligations under this Agreement with respect to the Dropped Property; (v) the definition of Assumed Indebtedness will be deemed amended to exclude any Indebtedness relating to such Dropped Property; and (vi) the Purchase Price will be reduced by the allocable purchase price of the Dropped Property, as applicable, consistent with SCHEDULE 7.6, unless the parties otherwise agree in writing. In the event that Purchaser has the right to terminate this Agreement with respect to a Property, the parties intend that this right to terminate shall apply (at Purchaser's election) to the applicable Property AND all Properties related to the applicable Property (as identified on EXHIBIT C-1) which constitute a particular Shopping Center. Notwithstanding the foregoing, in the event that Purchaser (or its Affiliate) has the right to terminate this Agreement with respect to one or more of the Properties identified on SCHEDULE 7.12 under the heading "Associated Properties," Purchaser shall not have the right merely because it is related to one or more of the Properties identified under the heading "Major Properties" to terminate the Agreement with respect to such related Property or Properties. However, in the event that Purchaser has the right to terminate this Agreement with respect to one or more of the Properties identified on SCHEDULE 7.12 under the heading "Major Properties," Purchaser shall have the right to terminate such Property together with the related Property identified on SCHEDULE 7.12 under the heading "Associated Properties." By way of example, in the event that Purchaser has the right to terminate this Agreement with respect to the "Associated" Property known as "Southwestern Boulevard" (Property #2060), Purchaser would not have the right to terminate this Agreement with respect to the related "Major" Property known as "Crossroads Center" (Property #1613) merely because it related to Southwestern Boulevard. However, in the event that Purchaser has the right to terminate this Agreement with respect to Crossroads Center, Purchaser would have the right to terminate this Agreement with respect to the related Southwestern Boulevard merely because it related to Crossroads Center.

DROPPED PROPERTIES. If Seller elects to drop a Property or not to sell a Property to Purchaser under Sections 3.4, 7.14(c), 8.3 or 10.2 or Purchaser elects to terminate this Agreement with respect to one or more Properties (including any Master LLC Properties) pursuant to drop a Property under Sections 1.6(b)3.4, 3.3(c), 4.19, 6.4, 7.21, 7.23, 8.2(d), 8.3(b7.14(a) or Article X. (such affected Property, together with all the Properties related to the affected Property, sometimes referred to herein as a "DROPPED PROPERTY")10.2, upon Seller's notice to Purchaser of its election or Purchaser's notice to Seller of its election, this Agreement will be deemed amended, without any further action on the part of any party, with respect to each Dropped affected Property, as follows: (i) the definition of Properties will not include that Dropped Property, except to the extent that any provision that is stated to survive the termination of this Agreement would be applicable to a Property, as applicable, and with respect to this Section 7.12 7.16 to the extent necessary to implement this Section 7.127.16; (ii) in the event that the Dropped Property is a Master LLC Property which is directly or indirectly owned by the Master LLC, then, prior to Closing (but subject to Section 7.16), Seller shall cause the Master LLC and/or the applicable Master LLC Subsidiary to transfer the dropped Master LLC Property so that, upon the Closing of the Transfer of the applicable membership interests in the Master LLC to Purchaser (or its Affiliate), neither the Master LLC nor any Master LLC Subsidiary shall have any interest in such Dropped Master LLC Property; (iii) in the event that the Dropped Property is a Master LLC Property which is not yet directly or indirectly owned by the Master LLC, then, such dropped Master LLC Property (or, if such dropped Master LLC Property is owned by a Master LLC Subsidiary, then such membership interests in the applicable Master LLC Subsidiary) shall not be transferred to Master LLC, so that, upon the Closing of the Transfer of the applicable membership interests in Master LLC to Purchaser (or its Affiliate), neither Master LLC not any Master LLC Subsidiary shall have any interest in such dropped Master LLC Property; (iv) neither Seller nor any Assigning Affiliate Subsidiary will have any obligations with respect to the Dropped affected Property, nor will any covenant, representation or warranty be deemed made with respect to the Dropped affected Property except to the extent that any such covenant, representation or warranty is stated to survive the termination of this Agreement, and Purchaser will not have any rights or obligations under this Agreement with respect to the Dropped affected Property; (viii) such affected Property shall be deemed to be an Excluded Property for purposes of this Agreement and, if applicable, the definition of Assumed Indebtedness will be deemed amended to exclude any Indebtedness relating to such Dropped Property; and; (viiv) the Purchase Price will be reduced by the allocable purchase price of the Dropped that Property, as applicable, consistent as set forth in the letter agreement described in Section 7.7; and (v) if any dropped Property is a Partnership Property, then in connection with SCHEDULE 7.6the requirements of the Assumed Indebtedness of the Partnership, unless Seller and Purchaser will promptly agree upon the parties otherwise agree in writing. In the event identity of another Property that Purchaser has the right is being sold pursuant to terminate this Agreement to substitute into the Partnership and Seller will use commercially reasonable efforts to replace the dropped Property with respect such substitute Property as soon as reasonably practicable and if necessary the Closing shall be delayed until such substitution can be implemented, but in no event more than 90 days from the date the substitute Property is identified, to a Property, permit the parties intend that this right to terminate shall apply (at Purchaser's election) to substitution of the applicable substitute Property AND all Properties in lieu of the dropped Property under the Assumed Indebtedness related to the applicable Partnership Property (as identified on EXHIBIT C-1) which constitute and to transfer the dropped property to Seller or another Subsidiary that is not a particular Shopping CenterPartnership. Notwithstanding If Seller has not effected that substitution before the foregoingscheduled Closing Date, Seller and Purchaser will in good faith work towards a mutually acceptable alternative structure or arrangement to accomplish the event that Purchaser (or its Affiliate) has the right to terminate this Agreement with respect to one or more intent of the Properties identified on SCHEDULE 7.12 parties under the heading "Associated Properties," Purchaser shall not have the right merely because it is related to one or more this Agreement, including consideration of the Properties identified under the heading "Major Properties" to terminate the Agreement with respect to such related Property or Properties. However, procedures in the event that Purchaser has the right to terminate this Agreement with respect to one or more of the Properties identified on SCHEDULE 7.12 under the heading "Major Properties," Purchaser shall have the right to terminate such Property together with the related Property identified on SCHEDULE 7.12 under the heading "Associated PropertiesSection 9.3(d)." By way of example, in the event that Purchaser has the right to terminate this Agreement with respect to the "Associated" Property known as "Southwestern Boulevard" (Property #2060), Purchaser would not have the right to terminate this Agreement with respect to the related "Major" Property known as "Crossroads Center" (Property #1613) merely because it related to Southwestern Boulevard. However, in the event that Purchaser has the right to terminate this Agreement with respect to Crossroads Center, Purchaser would have the right to terminate this Agreement with respect to the related Southwestern Boulevard merely because it related to Crossroads Center.

DROPPED PROPERTIES. 8.01. If Purchaser the Company elects to terminate this Agreement with respect to drop one or more Properties (including any Master LLC Properties) pursuant to Sections 1.6(b)Section 2.01, 3.3(c)Section 5.06 or Section 15.02, 4.19, 6.4, 7.21, 7.23, 8.2(d), 8.3(b) or Article X. (such affected Property, together with all the Properties related to the affected Property, sometimes referred to herein as a "DROPPED PROPERTY"), upon Purchaser's notice to Seller of its election, then this Agreement will be deemed amended, without any further action on the part of any party, with respect to each Dropped dropped Property, as follows: (ia) the definition of Properties will shall not include that Dropped the dropped Property, except to the extent that any provision that is stated to survive the termination of this Agreement would be applicable to a Property, as applicable, and with respect to this Section 7.12 to the extent necessary to implement this Section 7.12; (ii) in the event that the Dropped Property is a Master LLC Property which is directly or indirectly owned by the Master LLC, then, prior to Closing (but subject to Section 7.16), Seller shall cause the Master LLC and/or the applicable Master LLC Subsidiary to transfer the such dropped Master LLC Property so that, upon the Closing of the Transfer of the applicable membership interests in the Master LLC to Purchaser (or its Affiliate), neither the Master LLC nor any Master LLC Subsidiary shall have any interest in such Dropped Master LLC Property; (iiib) in the event that the Dropped Property is a Master LLC Property which is Owner will not yet directly or indirectly owned by the Master LLC, then, such dropped Master LLC Property (or, if such dropped Master LLC Property is owned by a Master LLC Subsidiary, then such membership interests in the applicable Master LLC Subsidiary) shall not be transferred to Master LLC, so that, upon the Closing of the Transfer of the applicable membership interests in Master LLC to Purchaser (or its Affiliate), neither Master LLC not any Master LLC Subsidiary shall have any interest in such dropped Master LLC Property; (iv) neither Seller nor any Assigning Affiliate will have any further obligations with respect to the Dropped dropped Property, nor will any covenant, representation or warranty be deemed made with respect to the Dropped dropped Property except to and the extent that any such covenant, representation or warranty is stated to survive the termination of this Agreement, and Purchaser Company will not have any rights or obligations under this Agreement with respect to the Dropped dropped Property; (v) , except to the definition extent that any provision that is stated to survive the termination of Assumed Indebtedness will this Agreement would be deemed amended to exclude any Indebtedness relating applicable to such Dropped dropped Property; and (vic) the Purchase aggregate Sale Price or aggregate Contribution Consideration will be reduced by the allocable purchase price Sale Price or Contribution Consideration (as the case may be) allocated to the dropped Property. 8.02. This Agreement may be terminated by either party if the dropping of a Property pursuant to Section 2.01, Section 5.06 or Section 15.02 would result in the aggregate amount of the Sale Price or Contribution Consideration (as the case may be) allocated to dropped Properties exceeding Fifty Million Dollars ($50,000,000) (the “Dropped PropertyProperty Threshold“). Such termination right shall be exercised by the delivery of written notice to the other party and, as applicableupon the delivery of such notice, consistent with SCHEDULE 7.6, unless the parties otherwise agree in writing. In the event that Purchaser has the right to terminate this Agreement with respect to a Property, shall terminate and neither Owner nor the parties intend that this right to terminate Company shall apply (at Purchaser's election) have any further liability to the applicable Property AND all Properties related to the applicable Property (as identified on EXHIBIT C-1) which constitute a particular Shopping Center. Notwithstanding the foregoingother hereunder, in the event that Purchaser (or its Affiliate) has the right to terminate this Agreement with respect to one or more of the Properties identified on SCHEDULE 7.12 under the heading "Associated Properties," Purchaser shall not have the right merely because it is related to one or more of the Properties identified under the heading "Major Properties" to terminate the Agreement with respect to such related Property or Properties. However, in the event that Purchaser has the right to terminate this Agreement with respect to one or more of the Properties identified on SCHEDULE 7.12 under the heading "Major Properties," Purchaser shall have the right to terminate such Property together with the related Property identified on SCHEDULE 7.12 under the heading "Associated Properties." By way of example, in the event that Purchaser has the right to terminate this Agreement except with respect to the "Associated" Property known Surviving Obligations. 8.03. Except as "Southwestern Boulevard" otherwise expressly provided herein (Property #2060)including the provisions of Section 5.06 and this Section 8), Purchaser would not the Company shall have the no right to terminate this Agreement with respect purchase, and Owner shall have no right to sell, less than all of the Properties, it being the express agreement and understanding of the Company and Owner that, as a material inducement to the related "Major" Property known as "Crossroads Center" (Property #1613) merely because it related Owner and the Company to Southwestern Boulevard. Howeverenter into this Agreement, the Company has agreed to purchase, and Owner has agreed to sell or contribute all of the Properties, all subject to and in accordance with the event that Purchaser has the right to terminate this Agreement with respect to Crossroads Center, Purchaser would have the right to terminate this Agreement with respect to the related Southwestern Boulevard merely because it related to Crossroads Centerterms and conditions hereof.

DROPPED PROPERTIES. (a) If Purchaser Down REIT or Hickory elects to terminate drop a Property by written notice under any Section in this Agreement with respect to one or more Properties (Agreement, including any Master LLC Properties) pursuant to Sections 1.6(b3.1, 3.4, 7.12, 7.14, 7.15, -56- 8.2, 8.3, 9.2(a), 3.3(c9.4(e), 4.19, 6.4, 7.21, 7.23, 8.2(d9.4(g), 8.3(b) or Article X. (such affected Property, together with all the Properties related to the affected Property, sometimes referred to herein as a "DROPPED PROPERTY"9.4(h), 9.4(i), 10.2 or 10.3, upon Purchaser's notice to Seller of its the election, this Agreement will be deemed amended, without any further action on the part of any party, with respect to each Dropped dropped Property, as follows:, subject to Down REIT's right to waive its objection and nullify Hickory's election to drop such Property without an adjustment to the Consideration with respect to such matter that was waived. (i) the definition of Properties will not include that Dropped Propertythe dropped Property (and all Exhibits and Schedules and Disclosure Schedules shall be deemed modified to reflect same as if such Property was not included in same), except to the extent that any provision that is stated to survive the termination of this Agreement would be applicable to a the dropped Property, as applicable, and with respect to this Section 7.12 7.16 to the extent necessary to implement this Section 7.127.16; (ii) in the event that the Dropped Property is a Master LLC Property which is directly or indirectly owned by the Master LLC, then, prior to Closing (but subject to Section 7.16), Seller shall cause the Master LLC and/or the applicable Master LLC Subsidiary to transfer the dropped Master LLC Property so that, upon the Closing of the Transfer of the applicable membership interests in the Master LLC to Purchaser (or its Affiliate), neither the Master LLC Hickory nor any Master LLC Subsidiary shall have any interest in such Dropped Master LLC Property; (iii) in the event that the Dropped Property is a Master LLC Property which is not yet directly or indirectly owned by the Master LLC, then, such dropped Master LLC Property (or, if such dropped Master LLC Property is owned by a Master LLC Subsidiary, then such membership interests in the applicable Master LLC Subsidiary) shall not be transferred to Master LLC, so that, upon the Closing of the Transfer of the applicable membership interests in Master LLC to Purchaser (or its Affiliate), neither Master LLC not any Master LLC Subsidiary shall have any interest in such dropped Master LLC Property; (iv) neither Seller nor any Assigning Affiliate will have any obligations with respect to the Dropped dropped Property, nor will any covenant, representation or warranty be deemed made with respect to the Dropped dropped Property except to the extent that any such covenant, representation or warranty is stated to survive the termination of this Agreement, and Purchaser Down REIT will not have any rights or obligations under this Agreement with respect to the Dropped dropped Property and any condition that relates to such dropped Property, including the Assumed Indebtedness with respect thereto, shall be deemed not to exist; (viii) if applicable, the definition of Assumed Indebtedness will be deemed amended to exclude any Indebtedness relating to such Dropped the dropped Property; (iv) Intentionally Omitted; (v) the Consideration will be reduced by the allocable consideration of the dropped Property as set forth in the letter agreement described in Section 7.7; and (vi) the Purchase Price will if any dropped Property is cross collateralized with any other Property then all such cross collateralized cross defaulted Properties shall be reduced by the allocable purchase price deemed dropped, provided, however, they shall only be counted as one dropped Property for purposes of the Dropped PropertySection 10.1(e), as applicable, consistent with SCHEDULE 7.6, unless the parties otherwise agree in writing. In the event that Purchaser has the right to terminate this Agreement with respect to a Property, the parties intend that this right to terminate shall apply (at Purchaser's election) except to the applicable Property AND all Properties related extent it was dropped under Section 7.14, and in each case only to the applicable Property (as identified on EXHIBIT C-1) which constitute extent that a particular Shopping Center. Notwithstanding the foregoing, in the event that Purchaser (or its Affiliate) has the right party is entitled to terminate this Agreement with respect to one or more of the Properties identified on SCHEDULE 7.12 under the heading "Associated Properties," Purchaser shall not have the right merely because it is related to one or more of the Properties identified under the heading "Major Properties" to terminate the Agreement with respect to such related Property or Properties. However, in the event that Purchaser has the right to terminate this Agreement with respect to one or more of the Properties identified on SCHEDULE 7.12 under the heading "Major Properties," Purchaser shall have the right to terminate count such Property together with as a dropped property for the related Property identified on SCHEDULE 7.12 under the heading "Associated Propertiespurposes of 10.1(e)." By way of example, in the event that Purchaser has the right to terminate this Agreement with respect to the "Associated" Property known as "Southwestern Boulevard" (Property #2060), Purchaser would not have the right to terminate this Agreement with respect to the related "Major" Property known as "Crossroads Center" (Property #1613) merely because it related to Southwestern Boulevard. However, in the event that Purchaser has the right to terminate this Agreement with respect to Crossroads Center, Purchaser would have the right to terminate this Agreement with respect to the related Southwestern Boulevard merely because it related to Crossroads Center.

DROPPED PROPERTIES. (a) If Purchaser or Seller elects to terminate drop a Property by written notice under any Section in this Agreement with respect to one or more Properties (Agreement, including any Master LLC Properties) pursuant to Sections 1.6(b3.1, 3.4, 7.12, 7.14, 7.15, 8.2, 8.3, 9.2(b), 3.3(c9.4(d) 9.4(e), 4.19, 6.4, 7.21, 7.23, 8.2(d9.4(g), 8.3(b) or Article X. (such affected Property, together with all the Properties related to the affected Property, sometimes referred to herein as a "DROPPED PROPERTY"9.4(h), 9.4(i), 10.2 or 10.3, upon Purchaser's notice to Seller of its the election, this Agreement will be deemed amended, without any further action on the part of any party, with respect to each Dropped dropped Property, as follows, subject to Purchaser's right to waive its objection and nullify Seller's election to drop such Property without an adjustment to the Purchase Price with respect to such matter that was waived: (i) the definition of Properties will not include that Dropped Propertythe dropped Property (and all Exhibits and Schedules and Disclosure Schedules shall be deemed modified to reflect same as if such Property was not included in same), except to the extent that any provision that is stated to survive the termination of this Agreement would be applicable to a the dropped Property, as applicable, and with respect to this Section 7.12 7.16 to the extent necessary to implement this Section 7.127.16; (ii) in the event that the Dropped Property is a Master LLC Property which is directly or indirectly owned by the Master LLC, then, prior to Closing (but subject to Section 7.16), Seller shall cause the Master LLC and/or the applicable Master LLC Subsidiary to transfer the dropped Master LLC Property so that, upon the Closing of the Transfer of the applicable membership interests in the Master LLC to Purchaser (or its Affiliate), neither the Master LLC nor any Master LLC Subsidiary shall have any interest in such Dropped Master LLC Property; (iii) in the event that the Dropped Property is a Master LLC Property which is not yet directly or indirectly owned by the Master LLC, then, such dropped Master LLC Property (or, if such dropped Master LLC Property is owned by a Master LLC Subsidiary, then such membership interests in the applicable Master LLC Subsidiary) shall not be transferred to Master LLC, so that, upon the Closing of the Transfer of the applicable membership interests in Master LLC to Purchaser (or its Affiliate), neither Master LLC not any Master LLC Subsidiary shall have any interest in such dropped Master LLC Property; (iv) neither Seller nor any Assigning Affiliate Subsidiary will have any obligations with respect to the Dropped dropped Property, nor will any covenant, representation or warranty be deemed made with respect to the Dropped dropped Property except to the extent that any such covenant, representation or warranty is stated to survive the termination of this Agreement, and Purchaser will not have any rights or obligations under this Agreement with respect to the Dropped dropped Property and any condition that relates to such dropped Property, including the Assumed Indebtedness with respect thereto, shall be deemed not to exist; (viii) if applicable, the definition of Assumed Indebtedness will be deemed amended to exclude any Indebtedness relating to such Dropped the dropped Property; and; (viiv) Intentionally Omitted; (v) the Purchase Price will be reduced by the allocable purchase price of the Dropped dropped Property, as applicable, consistent as set forth in the letter agreement described in Section 7.7; and (vi) if any dropped Property is cross collateralized with SCHEDULE 7.6any other Property then all such cross collateralized cross defaulted Properties shall be deemed dropped, unless the parties otherwise agree in writing. In the event that Purchaser has the right to terminate this Agreement with respect to a Propertyprovided, the parties intend that this right to terminate however, they shall apply (at Purchaser's election) only be counted as one dropped Property for purposes of Section 10.1(e), except to the applicable Property AND all Properties related extent it was dropped under Section 7.14, and in each case only to the applicable Property (as identified on EXHIBIT C-1) which constitute extent that a particular Shopping Center. Notwithstanding the foregoing, in the event that Purchaser (or its Affiliate) has the right party is entitled to terminate this Agreement with respect to one or more of the Properties identified on SCHEDULE 7.12 under the heading "Associated Properties," Purchaser shall not have the right merely because it is related to one or more of the Properties identified under the heading "Major Properties" to terminate the Agreement with respect to such related Property or Properties. However, in the event that Purchaser has the right to terminate this Agreement with respect to one or more of the Properties identified on SCHEDULE 7.12 under the heading "Major Properties," Purchaser shall have the right to terminate count such Property together with as a dropped property for the related Property identified on SCHEDULE 7.12 under the heading "Associated Propertiespurposes of 10.1(e)." By way of example, in the event that Purchaser has the right to terminate this Agreement with respect to the "Associated" Property known as "Southwestern Boulevard" (Property #2060), Purchaser would not have the right to terminate this Agreement with respect to the related "Major" Property known as "Crossroads Center" (Property #1613) merely because it related to Southwestern Boulevard. However, in the event that Purchaser has the right to terminate this Agreement with respect to Crossroads Center, Purchaser would have the right to terminate this Agreement with respect to the related Southwestern Boulevard merely because it related to Crossroads Center.

DROPPED PROPERTIES. (a) If Purchaser or Seller elects to terminate drop a Property by written notice under any Section in this Agreement with respect to one or more Properties (Agreement, including any Master LLC Properties) pursuant to Sections 1.6(b3.1, 3.4, 7.12, 7.14, 7.15, 8.2, 8.3, 9.2(b), 3.3(c9.4(d), 4.19, 6.4, 7.21, 7.23, 8.2(d9.4(e), 8.3(b) or Article X. (such affected Property, together with all the Properties related to the affected Property, sometimes referred to herein as a "DROPPED PROPERTY"9.4(g), 9.4(h), 9.4(i), 10.2 or 10.3, upon Purchaser's notice to Seller of its the election, this Agreement will be deemed amended, without any further action on the part of any party, with respect to each Dropped dropped Property, as follows, subject to Purchaser's right to waive its objection and nullify Seller's election to drop such Property without an adjustment to the Purchase Price with respect to such matter that was waived: (i) the definition of Properties will not include that Dropped Propertythe dropped Property (and all Exhibits and Schedules and Disclosure Schedules shall be deemed modified to reflect same as if such Property was not included in same), except to the extent that any provision that is stated to survive the termination of this Agreement would be applicable to a the dropped Property, as applicable, and with respect to this Section 7.12 7.16 to the extent necessary to implement this Section 7.127.16; (ii) in the event that the Dropped Property is a Master LLC Property which is directly or indirectly owned by the Master LLC, then, prior to Closing (but subject to Section 7.16), Seller shall cause the Master LLC and/or the applicable Master LLC Subsidiary to transfer the dropped Master LLC Property so that, upon the Closing of the Transfer of the applicable membership interests in the Master LLC to Purchaser (or its Affiliate), neither the Master LLC nor any Master LLC Subsidiary shall have any interest in such Dropped Master LLC Property; (iii) in the event that the Dropped Property is a Master LLC Property which is not yet directly or indirectly owned by the Master LLC, then, such dropped Master LLC Property (or, if such dropped Master LLC Property is owned by a Master LLC Subsidiary, then such membership interests in the applicable Master LLC Subsidiary) shall not be transferred to Master LLC, so that, upon the Closing of the Transfer of the applicable membership interests in Master LLC to Purchaser (or its Affiliate), neither Master LLC not any Master LLC Subsidiary shall have any interest in such dropped Master LLC Property; (iv) neither Seller nor any Assigning Affiliate Subsidiary will have any obligations with respect to the Dropped dropped Property, nor will any covenant, representation or warranty be deemed made with respect to the Dropped dropped Property except to the extent that any such covenant, representation or warranty is stated to survive the termination of this Agreement, and Purchaser will not have any rights or obligations under this Agreement with respect to the Dropped dropped Property and any -50- condition that relates to such dropped Property, including the Assumed Indebtedness with respect thereto, shall be deemed not to exist; (viii) if applicable, the definition of Assumed Indebtedness will be deemed amended to exclude any Indebtedness relating to such Dropped the dropped Property; and; (viiv) Intentionally Omitted; (v) the Purchase Price will be reduced by the allocable purchase price of the Dropped dropped Property, as applicable, consistent as set forth in the letter agreement described in Section 7.7; and (vi) if any dropped Property is cross collateralized with SCHEDULE 7.6any other Property then all such cross collateralized cross defaulted Properties shall be deemed dropped, unless the parties otherwise agree in writing. In the event that Purchaser has the right to terminate this Agreement with respect to a Propertyprovided, the parties intend that this right to terminate however, they shall apply (at Purchaser's election) only be counted as one dropped Property for purposes of Section 10.1(e), except to the applicable Property AND all Properties related extent it was dropped under Section 7.14, and in each case only to the applicable Property (as identified on EXHIBIT C-1) which constitute extent that a particular Shopping Center. Notwithstanding the foregoing, in the event that Purchaser (or its Affiliate) has the right party is entitled to terminate this Agreement with respect to one or more of the Properties identified on SCHEDULE 7.12 under the heading "Associated Properties," Purchaser shall not have the right merely because it is related to one or more of the Properties identified under the heading "Major Properties" to terminate the Agreement with respect to such related Property or Properties. However, in the event that Purchaser has the right to terminate this Agreement with respect to one or more of the Properties identified on SCHEDULE 7.12 under the heading "Major Properties," Purchaser shall have the right to terminate count such Property together with as a dropped property for the related Property identified on SCHEDULE 7.12 under the heading "Associated Propertiespurposes of 10.1(e)." By way of example, in the event that Purchaser has the right to terminate this Agreement with respect to the "Associated" Property known as "Southwestern Boulevard" (Property #2060), Purchaser would not have the right to terminate this Agreement with respect to the related "Major" Property known as "Crossroads Center" (Property #1613) merely because it related to Southwestern Boulevard. However, in the event that Purchaser has the right to terminate this Agreement with respect to Crossroads Center, Purchaser would have the right to terminate this Agreement with respect to the related Southwestern Boulevard merely because it related to Crossroads Center.

DROPPED PROPERTIES. (a) If Purchaser elects to terminate drop a Property by written notice under any Section in this Agreement with respect to one or more Properties (Agreement, including any Master LLC Properties) pursuant to Sections 1.6(b3.1, 3.4, 7.12, 7.14, 7.15, 8.2, 8.3, 9.2(a), 3.3(c9.4(c) 9.4(e), 4.19, 6.4, 7.21, 7.23, 8.2(d9.4(g), 8.3(b) or Article X. (such affected Property, together with all the Properties related to the affected Property, sometimes referred to herein as a "DROPPED PROPERTY"9.4(i), 10.2 or 10.3, upon Purchaser's notice to Seller of its the election, this Agreement will be deemed amended, without any further action on the part of any party, with respect to each Dropped dropped Property, as follows: (i) the definition of Properties will not include that Dropped Property, except to the extent that any provision that is stated to survive the termination of this Agreement would be applicable to a Property, as applicable, and with respect to this Section 7.12 7.16 to the extent necessary to implement this Section 7.127.16; (ii) in the event that the Dropped Property is a Master LLC Property which is directly or indirectly owned by the Master LLC, then, prior to Closing (but subject to Section 7.16), Seller shall cause the Master LLC and/or the applicable Master LLC Subsidiary to transfer the dropped Master LLC Property so that, upon the Closing of the Transfer of the applicable membership interests in the Master LLC to Purchaser (or its Affiliate), neither the Master LLC nor any Master LLC Subsidiary shall have any interest in such Dropped Master LLC Property; (iii) in the event that the Dropped Property is a Master LLC Property which is will not yet directly or indirectly owned by the Master LLC, then, such dropped Master LLC Property (or, if such dropped Master LLC Property is owned by a Master LLC Subsidiary, then such membership interests in the applicable Master LLC Subsidiary) shall not be transferred to Master LLC, so that, upon the Closing of the Transfer of the applicable membership interests in Master LLC to Purchaser (or its Affiliate), neither Master LLC not any Master LLC Subsidiary shall have any interest in such dropped Master LLC Property; (iv) neither Seller nor any Assigning Affiliate will have any obligations with respect to the Dropped dropped Property, nor will any covenant, representation or warranty be deemed made with respect to the Dropped dropped Property except to the extent that any such covenant, representation or warranty is stated to survive the termination of this Agreement, and Purchaser will not have any rights or obligations under this Agreement with respect to the Dropped dropped Property and any condition that relates to such dropped Property, including the Assumed Indebtedness with respect thereto, shall be deemed not to exist; (viii) if applicable, the definition of Assumed Indebtedness will be deemed amended to exclude any Indebtedness relating to such Dropped Property; and; (viiv) Intentionally Omitted; (v) the Purchase Price will be reduced by the allocable purchase price of the Dropped that Property, as applicable, consistent with SCHEDULE 7.6, unless the parties otherwise agree in writing. In the event that Purchaser has the right to terminate this Agreement with respect to a Property, the parties intend that this right to terminate shall apply (at Purchaser's election) to the applicable Property AND all Properties related to the applicable Property (as identified on EXHIBIT C-1) which constitute a particular Shopping Center. Notwithstanding the foregoing, set forth in the event that Purchaser letter agreement described in Section 7.7; and (or its Affiliatevi) has the right to terminate this Agreement if any dropped Property is cross collateralized with respect to one or more of the any other Property then all such cross collateralized cross defaulted Properties identified on SCHEDULE 7.12 under the heading "Associated Properties," Purchaser shall not have the right merely because it is related to one or more of the Properties identified under the heading "Major Properties" to terminate the Agreement with respect to such related Property or Properties. However, in the event that Purchaser has the right to terminate this Agreement with respect to one or more of the Properties identified on SCHEDULE 7.12 under the heading "Major Properties," Purchaser shall have the right to terminate such Property together with the related Property identified on SCHEDULE 7.12 under the heading "Associated Propertiesbe deemed dropped." By way of example, in the event that Purchaser has the right to terminate this Agreement with respect to the "Associated" Property known as "Southwestern Boulevard" (Property #2060), Purchaser would not have the right to terminate this Agreement with respect to the related "Major" Property known as "Crossroads Center" (Property #1613) merely because it related to Southwestern Boulevard. However, in the event that Purchaser has the right to terminate this Agreement with respect to Crossroads Center, Purchaser would have the right to terminate this Agreement with respect to the related Southwestern Boulevard merely because it related to Crossroads Center.