Common use of Major Loss Clause in Contracts

Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000), then Buyer may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchase, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums expended to repair or restore the Property, and Seller shall retain the rights to such proceeds and awards.

Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ten percent ($500,000)10%) of the Purchase Price on an aggregate basis or on an individual basis for the Golf Clubs and Cowboys Golf Club, twenty percent (20%) of the portion of the Purchase Price allocated to the affected Golf Club as 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 five ten (510) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement. Buyer’s failure to elect to terminate this Agreement or within said ten business day period shall be deemed an election by Buyer to consummate the this purchase for the full Purchase Price as required by the terms hereofand sale transaction. If Buyer elects to terminate this Agreement or fails to give Seller notice within such 5 business-ten business day period that Buyer will proceed with the purchaseperiod, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.14.5, 9.3 4.6, 4.7, 10.7 and 9.9 below11.11. If Buyer elects or is deemed to have elected to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended paid to third parties prior to the Closing to repair or restore the PropertyProperty or for sums reasonably paid to third parties to collect any such proceeds or awards, and Seller (ii) the Purchase Price shall retain be credited by the rights amount of any 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 proceeds and awardsis subject to the terms of the Cowboys LP Agreement.

Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds Five Seven Hundred Fifty Thousand Dollars ($500,000750,000), then Buyer may, may at its option option, to be exercised by written notice to Seller within five ten (510) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement. Buyer’s failure to elect to terminate this Agreement or within said ten business day period shall be deemed an election by Buyer to consummate the this purchase for the full Purchase Price as required by the terms hereofand sale transaction. If Buyer elects to terminate this Agreement or fails to give Seller notice within such 5 business-ten business day period that Buyer will proceed with the purchaseperiod, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as expressly provided in Sections 6.1, 9.3 and 9.9 belowthis Agreement. If Buyer elects or is deemed to have elected to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnationcondemnation (other than the proceeds of rent loss or business interruption insurance which are allocable to periods before Closing), plus the amount of any insurance deductibledeductible and any uninsured amount of loss, less any sums expended by Seller toward towards the restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended prior to the Closing to repair or restore the PropertyProperty 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 Seller that such insurance proceeds will be paid by such insurer directly to Buyer, then the cost to repair (to a condition at least as good as prior to the casualty) the remaining damage caused by such casualty, as reasonably determined by Buyer, shall retain be credited against the rights to such proceeds and awardsPurchase Price at Closing.

Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000), then Buyer may, may at its option option, to be exercised by written notice to Seller within five ten (510) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement. Buyer’s failure to elect to terminate this Agreement or within said ten (10) business day period shall be deemed an election by Buyer to consummate the this purchase for the full Purchase Price as required by the terms hereofand sale transaction. If Buyer elects to terminate this Agreement or fails to give Seller notice within such 5 business-ten (10) business day period that Buyer will proceed with the purchaseperiod, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as expressly provided elsewhere in Sections 6.1, 9.3 and 9.9 belowthis Agreement. If Buyer elects or is deemed to have elected to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds (other than business interruption or rental loss insurance applicable to the period prior to Closing) or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller directly toward the restoration or repair of the Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds (including business interruption or rental loss insurance of Seller which would be applicable to any period subsequent to Closing) or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums expended prior to the Closing to repair or restore the Property, and Seller shall retain without a reduction to the rights to such proceeds and awardsPurchase Price.

Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ten percent ($500,000)10%) of the Purchase Price or any Major Tenant exercises a right to terminate its Lease in accordance with the terms of its Lease, then Buyer may, or Seller may at its option option, to be exercised by written notice to the other within five ten (510) business days of Buyer's receipt of Seller's notice of the occurrence of the damage or destruction or of the commencement of condemnation proceedings, either terminate this Agreement. A party's failure to elect to terminate this Agreement or within said ten business day period shall be deemed an election by such party to consummate the this purchase for the full Purchase Price as required by the terms hereofand sale transaction. If the Buyer or Seller elects to terminate this Agreement or fails to give Seller notice within such 5 business-ten business day period that Buyer will proceed with the purchaseperiod, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.13.4, 9.3 3.5, 3.6, 9.6 and 9.9 below10.11. If both Seller and Buyer elects elect or are deemed to have elected to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductibledeductible and any uninsured loss, less any sums expended by Seller toward the restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended prior to the Closing to repair or restore the Property, and Seller shall retain the rights Property or to collect any such proceeds and or awards.

Major Loss. If the amount of cost to repair the damage or destruction to the Real Property exceeds $5,000,000 in the estimate of an architect or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000)contractor mutually selected by Buyer and Seller, then Buyer mayor Seller may elect to terminate this Agreement, at its option such election to be effective only if exercised by Buyer within five thirty (530) business days of Buyer's receipt of any Seller's ’s notice of the occurrence of the such damage or destruction or by Seller within thirty (30) days of the commencement occurrence of condemnation proceedings, either terminate this Agreement such damage or consummate the purchase for the full Purchase Price as required by the terms hereofdestruction. If either Buyer or Seller elects to terminate this Agreement or fails to give Seller by delivering written notice within such 5 business-day period that Buyer will proceed with the purchasethereof as provided in this Section 6.17(b), then this Agreement shall terminate, the Deposit shall be immediately returned to Buyer Buyer, and neither party the parties shall not have any further rights or obligations hereunder hereunder, except as provided in Sections 6.1, 9.3 and 9.9 belowSection 8.2. If Buyer elects neither party gives notice of its intent to proceed with terminate this Agreement within the purchasetime period required 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnationdestruction, plus the amount of any insurance deductible, self insured retention or similar amount with respect to any damaged or destroyed Real Property, less any sums expended by Seller toward the restoration or repair of such Real Property (the 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 BuyerBuyer (and Seller shall reasonably cooperate with Buyer after the Closing to collect such proceeds), except to the extent needed to reimburse Seller for sums expended to repair or restore the Propertydamaged or destroyed Real Property which have been approved by Buyer as set forth above, and Seller shall retain the rights to such proceeds and awardsto such extent.

Major Loss. If In the amount event the cost to repair, in Seller's reasonable judgment, of any damage to the damage Property or destruction or condemnation as specified above of any portion thereof occurring subsequent to the date hereof and prior to Closing exceeds Five Hundred Thousand or equals One Million and No/100 Dollars ($500,0001,000,000.00), then Buyer may, at its sole option to be exercised within by the earlier of the Closing Date or five (5) business days of Buyer's receipt after delivery of Seller's written notice to Buyer of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either elect to terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereofproviding written notice to Seller. If Buyer timely elects to terminate this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchaseAgreement, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder hereunder, except as provided for the indemnification obligations contained in Sections 6.12.1 and 6.1 of this Agreement and the rights contained in Section 9.2 of this Agreement which shall survive the Closing and, 9.3 if the purchase and 9.9 belowsale contemplated hereunder is not consummated, any termination of this Agreement. If Buyer elects shall not have timely elected to proceed with terminate this Agreement pursuant to this Section 5.2, then, subject to the purchaseother terms of this Agreement, then the parties shall consummate the purchase of the Property for the full Purchase Price as required by the terms hereof and upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected actually paid to Seller, and an assignment by Seller to Buyer of any unpaid insurance proceeds due to Seller (including, any rent loss insurance proceeds attributable to periods occurring after the Closing) as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductiblecondemnation occurring after execution hereof and before Closing, less any sums amounts actually expended by Seller toward the restoration or repair of the Property. If the proceeds or awards have not been collected as of the Closing, then in collecting any such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums expended to repair or restore in repairing or restoring the Property, . Buyer and Seller agree that Section 5.07 of the Texas Property Code and the Uniform Vendor-Purchaser Risk of Loss Act shall retain the rights not apply to such proceeds and awardsthis Agreement.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand an amount equal to Seven Million Dollars ($500,0007,000,000) 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), then Buyer may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedingsproceedings and receipt of the foregoing estimate, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent. A condemnation shall be deemed material if 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 limited to, zoning regulations, or the existing access to the Property is materially and adversely affected, permanently.

Major Loss. If the amount of cost to repair the material damage or destruction to any Subject Property exceeds $7,500,000 (a “Major Loss”) in the estimate of an architect or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000)contractor selected by Seller and reasonably acceptable to 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 forty-five (545) business days of after Buyer's ’s receipt of Seller's ’s notice of the occurrence of the such damage or destruction or (ii) by Seller in writing within forty-five (45) days after the commencement occurrence of condemnation proceedings, either terminate this Agreement such damage or consummate the purchase for the full Purchase Price as required by the terms hereofdestruction. If Buyer elects or Seller elect to terminate this Agreement or fails to give Seller by delivering written notice within such 5 business-day period that Buyer will proceed with the purchase, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except thereof as provided in Sections 6.1this Section 6.14(b), 9.3 and 9.9 belowthen this Agreement shall terminate in accordance with Article VIII. If neither Buyer elects to proceed with nor Seller gives timely written notice of termination of this Agreement within the purchasetime period required 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation(but not business interruption insurance proceeds), plus the amount of any insurance deductible, self-insured retention or similar amount with respect to any damaged or destroyed Subject Property, less any sums expended by Seller or the Company toward the restoration or repair of the 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 BuyerBuyer (and Seller shall reasonably cooperate with Buyer after the Closing to collect such proceeds), except to the extent needed to reimburse Seller for sums expended to repair or restore the damaged or destroyed Subject Property, and Seller shall retain the rights to such proceeds to such extent. Seller’s notice of the occurrence of a Major Loss shall be deemed to amend and awardssupplement 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 the amounts under this Section 6.14(b) and the termination rights under this Section 6.14(b).

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars five percent ($500,0005%) of the Purchase Price (determined on a Property 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 Buyer or the diminution in the value of the remaining Property as a result of a condemnation is material (as hereinafter defined), or if the damage or destruction is from a risk not covered by Seller’s insurance, then Buyer may, at its option to be exercised within five ten (510) business days of Buyer's receipt of after Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-ten (10) business day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the 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, except to the extent needed to reimburse Seller for reasonable sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent. A condemnation shall be deemed material if any portion of any 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 Property, then Seller may elect to terminate this Agreement as to all Properties covered hereby.

Major Loss. If (a) the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars three percent ($500,0003%) of the Purchase Price 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), (b) any point of public access to the Property would be lost as a result of such damage or condemnation, or (c) any building would be incapable of being rebuilt to its existing condition prior to such damage or condemnation, then Buyer may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's notice of the occurrence of the damage or destruction or the commencement of condemnation proceedingsproceedings and receipt of the estimate of costs from the Seller (provided that if the then-scheduled Closing Date falls within such five (5) business day window then the Closing Date shall be automatically extended on a day-for-day basis to facilitate Buyer’s election of remedies for a maximum of five (5) business days), either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-five (5) business day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder hereunder, except as provided in Sections 6.1Section 3.1(b) above, 9.3 and Section 9.2 and Section 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards 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 to be in violation of any existing Laws, including but not limited to, zoning regulations, or the existing access to the Property is permanently and materially adversely affected.

Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds Five Seven Hundred Fifty Thousand Dollars ($500,000750,000), then Buyer may, may at its option option, to be exercised by written notice to Seller within five ten (510) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement. Buyer’s failure to elect to terminate this Agreement or within said ten business day period shall be deemed an election by Buyer to consummate the this purchase for the full Purchase Price as required by the terms hereofand sale transaction. If Buyer elects to terminate this Agreement or fails to give Seller notice within such 5 business-ten business day period that Buyer will proceed with the purchaseperiod, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as expressly provided in Sections 6.1, 9.3 and 9.9 belowthis Agreement. If Buyer elects or is deemed to have elected to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnationcondemnation (other than the proceeds of rent loss or business interruption insurance which are allocable to periods before Closing), plus the amount of any insurance deductibledeductible and any uninsured amount of loss, less any sums expended expended, by Seller toward towards the restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended prior to the Closing to repair or restore the PropertyProperty 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 Seller that such insurance proceeds will be paid by such insurer directly to Buyer, then the cost to repair (to a condition at least as good as prior to the casualty) the remaining damage caused by such casualty, as reasonably determined by Buyer, shall retain be credited against the rights to such proceeds and awardsPurchase Price at Closing.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Four Million Dollars ($500,0004,000,000) 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), then Buyer may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the PropertyProperty (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 repairs which the Seller must make in order to comply with applicable laws, resolve an emergency condition, or avoid default under an agreement to which Seller is a party), and Seller shall retain the rights to such proceeds and awardsawards to such extent. A condemnation shall be deemed material if 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 limited to, zoning regulations, or the existing access to the Property is materially and adversely affected, permanently.

Major Loss. If (a) the amount of the cost to repair such damage or destruction to Property exceeds ten percent (10%) of the Purchase Price or, in the case of condemnation, if the value of the portion of the Property taken exceeds ten percent (10%) of the Purchase Price of the Property, or condemnation 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) any Major Tenant exercises a right to terminate its Lease as specified above exceeds Five Hundred Thousand Dollars ($500,000)a result of such damage or condemnation, then Buyer may, at its option to be exercised by written notice to Seller within five twenty (520) business days of Buyer's receipt of after Seller's ’s notice to Buyer of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either (a) elect to terminate this Agreement Agreement, in which case the Deposit shall be refunded to Buyer, 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 elects , subject to terminate this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchase, then credits against the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as Purchase Price provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchasepurchase of the Property, 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the 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 BuyerBuyer at Closing, except and Buyer shall receive a credit from Seller at Closing equal to the extent needed amount of the deductible under any policy of insurance pursuant to reimburse which such assigned proceeds will be paid; provided that if Seller for shall have expended any sums expended before the Closing to repair or restore the Property, and the amount expended by Seller shall retain first be deducted from any credit due Buyer for the rights deductible under any insurance policy, and if the amount expended by Seller exceeds the total amount of such deductible(s), Seller shall reserve from the assignment of insurance proceeds to Buyer, the amount of such proceeds and awardsexcess. If Buyer fails to give Seller notice within such 20 day period, then Buyer will be deemed to have elected to proceed in accordance with clause (b) above.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand One Million Dollars ($500,000)1,000,000.00) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Purchaser or the diminution in the value of the remaining Property as a result of a condemnation is material, then Buyer either Purchaser or Seller may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either elect to terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereofAgreement. If Buyer either party elects to terminate this Agreement or fails by delivering written notice thereof to give Seller notice within such 5 business-day period that Buyer will proceed with the purchaseother party, then this Agreement shall terminate, the Deposit Deposit, and all earnings thereon, shall be returned to Buyer Purchaser and neither party shall have any further rights or obligations hereunder except as otherwise provided in Sections 6.1, 9.3 and 9.9 belowherein. If Buyer neither party elects to proceed with the purchaseterminate 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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 BuyerPurchaser, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent. Seller, as tenant under the Lease, shall be responsible for and required to pay the full amount of the rent required to be paid under the Lease from and after the date of Closing.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand an amount equal to One Million Dollars ($500,0001,000,000) 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), then Buyer may, at its option to be exercised within five (5) business days of Buyer's after receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedingsproceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction), either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, 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 (including all proceeds of loss of rents or business interruption insurance, if any, applicable to the period after Closing) or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any applicable insurance deductibledeductible up to but not to exceed One Million Dollars ($1,000,000), or (ii) if the cost of repairing 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 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent so reasonably expended. A condemnation shall be deemed material if any material portion of any net rentable area of the Property or any material portion of the parking is taken, or the existing access to the Property is materially and adversely affected, permanently.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above at the Property exceeds Five in the aggregate for all such events prior to the Close of Escrow the sum of Three Million Eight Hundred Thousand Dollars ($500,0003,800,000.00) (a “Major Loss”), then Buyer mayor Seller, each at its option their sole option, to be exercised within five by written notice delivered to the other, terminate this Agreement, on or before 5:00 pm Pacific time on the first to occur of: (5i) the tenth (10th) business days of day following Buyer's ’s receipt of both Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement proceedings and its receipt of Seller’s estimate of the cost and time to complete the necessary repairs and restoration and (ii) the one hundred eightieth (180th) day following the damage or consummate the purchase for the full Purchase Price as required by the terms hereofdestruction. If Buyer elects The failure to elect to terminate this Agreement on or fails before said date and time shall be deemed an election by the failing party to give consummate this purchase and sale transaction. If either Buyer or Seller notice within such 5 business-day period that Buyer will proceed with the purchaseelects in writing to terminate this Agreement on or before said date and time, then the Deposit (not including the Independent Consideration) shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as expressly provided elsewhere in Sections 6.1, 9.3 and 9.9 belowthis Agreement. If Buyer elects and Seller both elect or are deemed to have elected to proceed with the purchase, 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus less the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the 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 BuyerBuyer without recourse or warranty, except to the extent needed to reimburse Seller for sums expended prior to the Closing to repair or restore the PropertyProperty or to collect any such proceeds or awards, without a reduction of the Purchase Price. If Buyer and Seller elect to proceed with the purchase and sale, Seller shall retain the rights not compromise, settle or adjust any claims to such proceeds and awardsaward without Buyer’s consent, which shall not be unreasonably withheld.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars five percent ($500,0005.0%) of the Purchase Price 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), then Buyer may, at its option to be exercised within five (5) business days of Buyer's ’s receipt of Seller's notice of the occurrence of the damage or destruction estimate or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent. A condemnation shall be deemed material if as a result of the taking or if reasonably likely in a pending proceeding, any portion of any net rentable area of the Improvements, or 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, or the existing access to the Property is materially and adversely affected, permanently.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000) 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), then Buyer may, at its option to be exercised within five twenty (520) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedingsproceedings (during which time period Seller will make available to Buyer all information and documentation reasonably requested by Buyer relating to the damage or destruction, or condemnation, and any insurance and/or condemnation award, so that Buyer may make an informed decision as to whether to proceed with the transaction or to terminate), either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-twenty (20) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be immediately returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any reasonable and documented sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent. A condemnation shall be deemed material if more than twenty percent (20%) of the net rentable area of the Property is taken, or 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 limited to, zoning regulations, or the existing access to the Property is materially and adversely affected, permanently. After the expiration of the Contingency Period, Seller will not settle any insurance or condemnation claim involving a Major Loss without the prior written consent of Buyer.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand One Million no/100 Dollars ($500,0001,000,000.00) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or if the condemnation is material (as hereinafter defined), then Buyer may, at its option to be exercised within five ten (510) business days of Buyer's receipt 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 of condemnation proceedingsproceedings (but not later than the Closing Date), either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-day time period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit (including the Initial Portion) shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent. A condemnation shall be deemed material if any portion of fee simple title to the Property is taken or if such condemnation results in an easement or right of occupancy or possession that causes the Property to be in violation of any existing laws or regulations (including, but not limited to, zoning regulations) or permanently, materially and adversely affects the existing access to the Property.

Major Loss. If the amount a Significant Portion of the damage any Property is damaged or destruction destroyed or condemnation as specified above exceeds Five Hundred Thousand Dollars condemned ($500,000a “Major Loss”), then Buyer may, at its option to be exercised within five twenty (520) business days of Buyer's Business Days after receipt of Seller's notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchase, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount Purchaser must give notice to Seller of any insurance deductibleits intention to (a) terminate this Agreement in whole, less any sums expended by Seller toward the restoration or repair of the Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards whereupon Purchaser shall be assigned entitled to Buyer, except receive the Deposit and thereafter neither Seller nor Purchaser will have any further rights or obligations to the extent needed other hereunder except for such obligations that expressly survive the termination of this Agreement, (b) close the transaction in accordance with Section 8.2 as if a Major Loss had not occurred and receive the benefits of Section 8.2, or (c) request Seller to reimburse drop the affected Property as set forth below. In no event will Seller for sums expended be obligated to repair or restore such damage or destruction or condemnation. If Purchaser requests Seller to drop the 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 (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 occurred. 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 Property, a “Dropped Property”), (i) the defined term “Properties” shall retain mean the rights properties described on Exhibit A other than the Dropped Property, (ii) the Purchase Price shall be reduced by the amount allocated to such proceeds the Dropped Property pursuant to Section 7.8, and awards(iii) except as modified by this Section 8.3, the terms and provisions of the Agreement shall remain unmodified and in full force and effect.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above equals or exceeds Five Four Hundred Thousand and no/100 Dollars ($500,000)400,000.00) 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, then Buyer may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-five (5) business day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, 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 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, Property as set forth above and Seller shall retain the rights to such proceeds and awardsawards to such extent at Closing. A condemnation shall be deemed material if any portion of any 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 condemnation shall entitle any tenant under the Leases to terminate its lease.

Major Loss. If the amount of the cost to repair any damage or destruction of the Property or diminution in value of the Property following a condemnation as specified above exceeds Five Three Hundred Fifty Thousand Dollars ($500,000350,000.00), or if the damage, destruction or diminution is not insured or adequately insured (regardless of the cost to repair), then (in either instance) Buyer may, at its option to be exercised within five ten (510) business days of Buyer's ’s receipt of Seller's ’s written notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) day period or (b) consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate so terminates this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchaseAgreement, then the Deposit shall be promptly returned to Buyer and neither party shall have any further rights or obligations hereunder except such obligations as provided in Sections 6.1, 9.3 and 9.9 belowexpressly survive the termination of this Agreement. If Buyer elects to proceed with the purchasepurchase or fails to give Seller written 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 (x) any insurance proceeds or condemnation awards (in an amount not to exceed the Purchase Price) collected by Seller as a result of any such damage or destruction or condemnation, plus condemnation under any policy of insurance carried by Seller with respect to such loss and (y) the amount of the deductible applicable to such damage or destruction under any such insurance deductiblepolicy/ies, less (z) any sums expended by Seller toward the restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to repair or restore the Property, and Seller shall retain the rights to such proceeds and awards.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000) in the estimate of a licensed 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), then Buyer may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-five (5) business day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 9.3, 9.5 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, in both cases, up to the amount of the Purchase Price, plus the amount of any insurance deductibledeductible (not to exceed the amount of the loss), less any insurance proceeds of rental loss and business interruption insurance or any portion of an award that are allocable to 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 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 BuyerBuyer 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 expended to collect such proceeds or awards or to repair or restore the 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 awardsawards to such extent. A condemnation shall be deemed “material” if, in the sole opinion of Buyer, any portion of the Property is taken which would cause the frustration of the proposed use of the Property for Buyer or for the Property to be 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.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand One Million Dollars ($500,000)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 lease, or in the event of a condemnation or threatened condemnation, then Buyer or Seller may, at its option to be exercised within five (5) business days of Buyer's receipt Seller’s notice (which notice shall include a copy of Seller's notice 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 of condemnation proceedingsproceedings (but not later than the Closing Date), either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer or Seller elects to terminate this Agreement or fails by delivering written notice thereof to give Seller notice within such 5 business-day period that Buyer will proceed with the purchaseother, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchasethis Agreement 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent.

Major Loss. If (a) the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Two Million Two Hundred Forty-Five Hundred Thousand and No/100 Dollars ($500,0002,245,000.00) 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 (b) Tenant, as a result of such condemnation or casualty, has the right to terminate the Lease, and Tenant does not waive its termination right within ten (10) days following the condemnation or casualty (and the Closing Date shall be extended to allow such time period to run fully if necessary), then Buyer may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's ’s notice that either (1) of the occurrence of the damage conditions in subsection (a) or destruction (b) herein is satisfied or (2) the commencement of a material condemnation proceedingsproceeding (as defined below), either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-ten (10) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent. A condemnation shall be deemed material if (i) any portion of any 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 condemnation or casualty, has the right to terminate the Lease, and Tenant does not waive its termination right within ten (10) days following the condemnation or casualty, or (v) the existing access to the Property is materially and adversely affected, permanently.

Major Loss. If (a) the amount of the damage or destruction or condemnation as specified above cost to repair any Loss exceeds Five Two Hundred Fifty Thousand Dollars ($500,000250,000.00), or (b) the Loss is not fully insured or covered by Seller’s payment of its deductible (regardless of the cost to repair), then Buyer may, at its option to be exercised within five ten business (510) business days of Buyer's ’s receipt of Seller's ’s written notice of the occurrence of the damage or destruction or the commencement of condemnation proceedingsLoss, either (i) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (ii) consummate the purchase for the full Purchase Price as required by the terms hereof. If hereof and subject to a credit as set forth below; provided, however, if Buyer elects fails to give Seller written notice within the above-referenced ten (10) business day period, Buyer shall be deemed to have elected to terminate this Agreement or fails pursuant to give Seller notice within such 5 business-day period that subsection (i) above. If Buyer will proceed with the purchaseso terminates this Agreement, then the Deposit shall be promptly returned to Buyer and neither party shall have any further rights or obligations hereunder except such obligations as provided in Sections 6.1, 9.3 and 9.9 belowexpressly survive the termination of this Agreement. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any (x) all insurance proceeds or condemnation awards collected by to which Seller is entitled as a result of any such damage or destruction or condemnationLoss under any policy of insurance carried by Seller with respect to such Loss, plus and (y) the amount of the deductible applicable to such Loss under any such insurance deductiblepolicy/ies, less (z) any sums expended by Seller toward the restoration or repair of the PropertyProperty as of the Closing Date and reasonably approved by Buyer. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards to which Seller is entitled shall be assigned to Buyer, Buyer at Closing except to the extent needed to reimburse Seller for sums expended to for any repair or restore restoration of the PropertyProperty prior to the Closing Date and reasonably approved by Buyer, and Seller shall retain deliver to Buyer all required proofs of loss, assignment of claims, and other similar items at Closing. Following the occurrence of any Loss that does not result in a termination of this Agreement as provided in this Article 7, then the Lease shall not be affected thereby and the parties shall have their respective rights under the Lease with respect to such proceeds and awardsLoss as set forth in the Lease.

Major Loss. If (a) the amount of cost to repair the damage or damage, destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars an amount equal to five percent ($500,0005%) of the Purchase Price 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), (b) no point of access to the 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 (d) no building would be incapable of being rebuilt to its existing condition prior to such damage or condemnation, then Buyer may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-five (5) business day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 9.3, 9.5 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent. A condemnation shall be deemed “material” if 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 limited to, zoning regulations, or the existing access to the Property is materially and adversely affected, permanently.

Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ten percent ($500,000)10%) of the Purchase Price and occurs prior to the Closing Date, then Buyer may, may at its option option, to be exercised by written notice to Seller within five ten (510) business days of Buyer's receipt of Seller's notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement. Buyer's failure to elect to terminate this Agreement or within said ten business day period shall be deemed an election by Buyer to consummate the this purchase for the full Purchase Price as required by the terms hereofand sale transaction. If Buyer elects to terminate this Agreement or fails to give Seller notice within such 5 business-ten (10) business day period that Buyer will proceed with the purchaseperiod, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.17.2.6(d), 9.3 7.3, and 9.9 below8.11. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price at Closing due hereunder thereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller or Cabot as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller or Cabot toward the restoration or repair of the PropertyProperty or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closingapplicable closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller or Cabot for sums expended prior to the applicable closing to repair or restore the Property, and Seller shall retain the rights Property or to collect any such proceeds and or awards.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand One Million Dollars ($500,0001,000,000.00) 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), then Buyer may, at its option to be exercised within five ten (510) business days of Buyer's receipt of Seller's notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement or fails by delivering written notice thereof to give Seller notice within such 5 business-ten (10) day period that Buyer will proceed with the purchaseperiod, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 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, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for reasonable, out-of-pocket sums expended to collect such proceeds or awards or to repair or restore the PropertyProperty (to the extent such repairs and/or restoration have been approved by Buyer, as provided above), Seller shall credit Buyer for the insurance deductible at the Closing, and Seller shall retain the rights to such proceeds and awardsawards 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 limited to, zoning regulations, (ii) the existing access to the Property is materially and adversely affected, permanently, or (iii) the condemnation is such that one or more tenants under Leases have the right to terminate their respective Leases.

Major Loss. If (a) the amount of the cost to repair any such damage or destruction or condemnation as specified above to the Real Property exceeds Five Hundred Thousand Two Million and 00/100 Dollars ($500,0002,000,000.00) 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 five ten (510) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedingsproceedings (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 elects to terminate so terminates this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchaseAgreement, then the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 those rights and 9.9 belowobligations which survive termination of this Agreement. If Buyer elects to proceed with the purchasepurchase 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, plus the amount condemnation under any policy of any insurance deductiblecarried by Seller with respect to such loss, less 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 shall be assigned to Buyer, except to the extent Buyer less any sums needed to reimburse Seller for sums actually expended to repair or restore the PropertyReal Property and in the case of damage, and 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 retain the rights to such proceeds 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 awardsabsolute discretion).

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five One Hundred Thousand and 00/100 Dollars ($500,000)100,000) or the loss due to a condemnation materially impairs the intended use of the Property, then Buyer may, at its option to be exercised within five ten (510) business days after Seller’s delivery of Buyer's receipt of Seller's notice of the occurrence of the damage or destruction or the contemplation of the commencement of condemnation 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 elects to terminate so terminates this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchaseAgreement, then the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 belowexpressly provided herein. If Buyer elects to proceed with the purchasepurchase 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount condemnation under any policy of any insurance deductiblecarried by Seller with respect to such loss, less any sums expended by Seller toward the restoration or repair of the Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent Buyer at Closing less any sums needed to reimburse Seller for sums expended to repair or restore the Property, and Seller shall retain the rights to such proceeds and awards.

Major Loss. If the amount of cost to repair the material damage or destruction to any Subject Real Property exceeds $10,000,000 (a “Major Loss”) in the estimate of an architect or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000)contractor mutually and reasonably agreeable to Buyer and Seller, 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 forty-five (545) business days of after Buyer's ’s receipt of Seller's ’s notice of the occurrence of the such damage or destruction or (ii) by Seller in writing within forty-five (45) days after the commencement occurrence of condemnation proceedings, either terminate this Agreement such damage or consummate the purchase for the full Purchase Price as required by the terms hereofdestruction. If either Buyer or Seller elects to terminate this Agreement or fails to give Seller by delivering written notice within such 5 business-day period that Buyer will proceed with the purchasethereof as provided in this Section 6.22(b), then this Agreement shall terminate in accordance with Article VIII and the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 belowBuyer. If Buyer elects to proceed with neither Party gives timely written notice of termination of this Agreement within the purchasetime period required 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation(but not business interruption insurance proceeds), plus the amount of any insurance deductible, self-insured retention or similar amount with respect to any 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 BuyerBuyer (and Seller shall reasonably cooperate with Buyer after the Closing to collect such proceeds), except to the extent needed to reimburse Seller for sums expended to repair or restore the damaged or destroyed Subject Real Property, and Seller shall retain the rights to such proceeds to such extent. Seller’s notice of the occurrence of a Major Loss shall be deemed to amend and awardssupplement 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 the amounts under this Section 6.22(b) and the termination rights under this Section 6.22(b).

Major Loss. If the amount of the cost to repair such damage or destruction to Property exceeds ten percent (10%) of the Purchase Price or, if there is a condemnation of any portion of the Property, or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000)in the case of an uninsured loss or damage due to an earthquake which, under the terms of Section 9.1 above, is to be governed by this Section 9.2, then Buyer may, at its option to be exercised by written notice to Seller within five twenty (520) business days of Buyer's receipt of after Seller's ’s notice to Buyer of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either (a) elect to terminate this Agreement Agreement, in which case the Deposit shall be refunded to Buyer, 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 elects , subject to terminate this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchase, then credits against the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as Purchase Price provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchasepurchase of the Property, 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the 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 BuyerBuyer at Closing, except and Buyer shall receive a credit from Seller at Closing equal to the extent needed amount of the deductible under any policy of insurance pursuant to reimburse which such assigned proceeds will be paid; provided that if Seller for shall have expended any sums expended before the Closing to repair or restore the Property, and the amount expended by Seller shall retain first be deducted from any credit due Buyer for the rights deductible under any insurance policy, and if the amount expended by Seller exceeds the total amount of such deductible(s), Seller shall reserve from the assignment of insurance proceeds to Buyer, the amount of such proceeds and awardsexcess. If Buyer fails to give Seller notice within such twenty (20) day period, then Buyer will be deemed to have elected to proceed in accordance with clause (b) above.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars an amount equal to three percent ($500,0003%) of the Purchase Price 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), then Buyer may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 9.3, 9.5 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent. A condemnation shall be deemed material if 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 limited to, zoning regulations, or the existing access to the Property is materially and adversely affected, permanently.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Two Million Dollars ($500,0002,000,000.00) 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), then Buyer may, at its option to be exercised within five ten (510) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement or fails by delivering written notice thereof to give Seller notice within such 5 business-ten (10) day period that Buyer will proceed with the purchaseperiod, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 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, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for reasonable, out-of-pocket sums expended to collect such proceeds or awards or to repair or restore the PropertyProperty (to the extent such repairs and/or restoration have been approved by Buyer, as provided above), Seller shall credit Buyer for the insurance deductible at the Closing, and Seller shall retain the rights to such proceeds and awardsawards 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 limited to, zoning regulations, (ii) the existing access to the Property is materially and adversely affected, permanently, or (iii) the condemnation is such that one or more tenants under Leases have the right to terminate their respective Leases.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000500,000.00) in the estimate of an architect and contractor selected by Seller and reasonably acceptable to Buyer (subject to such contractor being willing to complete the restoration for a guaranteed maximum price equal to its estimate), then Buyer may, at its option to be exercised by written notice to Seller within five (5) business days of Buyer's receipt Business Days of Seller's ’s notice of the occurrence of the damage or destruction or and delivery of the commencement estimates of condemnation proceedings, either the cost of restoration elect any of the following: (a) to terminate this Agreement Agreement; or (b) to consummate the purchase 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 elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-day five (5) Business Day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnationdestruction, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the 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 Seller shall assign to Buyer all such insurance proceeds (less the amount of any 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 awards shall be assigned to Buyerthe insurance deductible, as applicable, except to the extent needed to reimburse Seller for sums expended by Seller prior to Closing to repair or restore the Property, and Seller shall retain the rights to such proceeds and awards.

Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ten percent ($500,000)10%) of the Purchase Price on an aggregate basis or on an individual Golf Club basis twenty percent (20%) of the portion of the Purchase Price allocated to the affected Golf Club as 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 five ten (510) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement. Buyer’s failure to elect to terminate this Agreement or within said ten business day period shall be deemed an election by Buyer to consummate the this purchase for the full Purchase Price as required by the terms hereofand sale transaction. If Buyer elects to terminate this Agreement or fails to give Seller notice within such 5 business-ten business day period that Buyer will proceed with the purchaseperiod, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.14.5, 9.3 4.6, 4.7, 10.7 and 9.9 below11.11. If Buyer elects or is deemed to have elected to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended paid to third parties prior to the Closing to repair or restore the PropertyProperty or for sums reasonably paid to third parties to collect any such proceeds or awards, and Seller (ii) the Purchase Price shall retain be credited by the rights to such proceeds and awardsamount of any applicable finance deductible.

Major Loss. If the amount 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 as specified above exceeds Five Hundred Thousand Dollars otherwise permits any tenant under a Lease to terminate its Lease or xxxxx rent ($500,000)other than any temporary rental abatements for which Buyer receives a credit against the Purchase Price in the amount of the abatement that the tenant is entitled to take after the Closing or an assignment of rent loss insurance at Closing sufficient to cover the period of abatement prior to restoration of the applicable improvements) on account thereof under the terms of the existing Leases, then Buyer may, at its option to be exercised within five ten (510) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-ten (10) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 belowfor those matters that expressly survive termination hereunder. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards 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 is permanently denied. The terms of this provision shall survive Closing to the extent applicable to payment of any proceeds or awards after Closing.

Major Loss. If (a) the amount of the cost to repair such damage or destruction to Property exceeds five percent (5%) of the Purchase Price or, in the case of condemnation, if the value of the portion of the Property taken exceeds five percent (5%) of the Purchase Price of the Property, or condemnation 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 specified above exceeds Five Hundred Thousand Dollars a result of such damage or condemnation, or ($500,000)c) in the case of damage to the Property or destruction of the Improvements, applicable laws would prohibit the Improvements to be rebuilt with substantially the same square footage as exists prior to such damage or destruction, then Buyer may, at its option to be exercised by written notice to Seller within five twenty (520) business days of Buyer's receipt of after Seller's ’s notice to Buyer of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either (a) elect to terminate this Agreement Agreement, in which case the Deposit shall be refunded to Buyer, 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 elects , subject to terminate this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchase, then credits against the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as Purchase Price provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchasepurchase of the Property, 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the 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 BuyerBuyer at Closing, except and Buyer shall receive a credit from Seller at Closing equal to the extent needed amount of the deductible under any policy of insurance pursuant to reimburse which such assigned proceeds will be paid; provided that if Seller for shall have expended any sums expended before the Closing to repair or restore the Property, and the amount expended by Seller shall retain first be deducted from any credit due Buyer for the rights deductible under any insurance policy, and if the amount expended by Seller exceeds the total amount of such deductible(s), Seller shall reserve from the assignment of insurance proceeds to Buyer, the amount of such proceeds and awardsexcess. If Buyer fails to give Seller notice within such 20‑day period, then Buyer will be deemed to have elected to proceed in accordance with clause (b) above.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000) 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), then Buyer may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent. A condemnation shall be deemed material if 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 limited to, zoning regulations, or the existing access to the Property is materially and adversely affected, permanently.

Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds Five Two Hundred Fifty Thousand and 00/100 Dollars ($500,000250,000), then Buyer may, at its option to be exercised within five ten (510) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase for the full Purchase Price (subject to the credit below) as required by the terms hereof. If Buyer elects to terminate so terminates this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchaseAgreement, 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 as provided in Sections 6.17.1 and 12.3 below and Sections 2.1(c), 9.3 3.1(a)(vii), 3.1(a)(viii) and 9.9 below3.1(a)(ix) above. If Buyer elects to proceed with the purchasepurchase 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 (plus the amount of the deductible under Seller’s casualty insurance applicable to the damage or condemnation awards destruction) collected by Seller as a result of any such condemnation or damage or destruction or condemnation, plus the amount of any insurance deductibledestruction, less any sums reasonably expended by Seller toward the restoration or repair of the Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to and Buyer shall receive a credit against the extent Purchase Price in the amount of any deductible, less any sums needed to reimburse Seller for sums reasonably expended by Seller to repair or restore the Property, and Seller shall retain the rights to such proceeds and awards.

Major Loss. If the amount of the damage or destruction or condemnation as specified above above: (i) exceeds Five Hundred Thousand Dollars two percent ($500,000)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 Property, then Buyer may, may at its option option, to be exercised by written notice to Seller and Escrow Agent within five ten (510) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement. Buyer’s failure to elect to terminate this Agreement or within said ten (10) Business Day period shall be deemed an election by Buyer to consummate the this purchase for the full Purchase Price as required by the terms hereofand sale transaction. If Buyer elects to terminate this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchaseten (10) Business Day period, then the Deposit 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 as provided in Sections 6.13.4, 9.3 9.7, and 9.9 below10.11. If Buyer elects or is deemed to have elected to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to the Closing to repair or restore the Property, and Seller shall retain the rights Property or to collect any such proceeds and or awards.

Major Loss. If the amount of cost to repair the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand One Million Dollars ($500,0001,000,000) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer, would result in an abatement or diminution of rent under the Equinix Lease, or the diminution in the value of the remaining Property as a result of a condemnation is material (as hereinafter defined) (in each case a “Major Loss”), then Buyer may, at its option to be exercised within five ten (510) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedingssuch Major Loss, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-ten (10) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for sums expended to collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsawards to such extent. A condemnation shall be deemed material if 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 limited to, zoning regulations, or the existing access to the Property is materially and adversely affected, permanently.

Major Loss. If the amount a Significant Portion of more than an aggregate of 5 Fee Properties and Partnership Properties are damaged or destroyed or condemned (a "Major Loss"), then within 20 days after receipt of notice of the damage or destruction or condemnation of a Significant Portion of more than an aggregate of 5 Fee Properties and Partnership Properties, Purchaser must give notice to Seller of its intention to close the transaction in accordance with Section 8.2 as specified above exceeds Five Hundred Thousand Dollars ($500,000)if a Major Loss had not occurred and receive the benefits of Section 8.2 or request Seller to drop one or more of the affected Properties as set forth below. In no event will Seller be obligated to repair or restore such damage or destruction or condemnation. If Purchaser requests Seller to drop one or more Properties, then Buyer may, at its option Seller will give notice to be exercised Purchaser within five (5) business 10 days of Buyerreceipt of Purchaser's request of Seller's intention to: (a) drop one or more Properties of which a Significant Portion is damaged or destroyed or condemned as provided in Section 7.16 (and Seller shall be required to drop Properties that are not Partnership Properties securing the Assumed Indebtedness before dropping Properties that are Partnership Properties securing the Assumed Indebtedness, and subject to the foregoing shall be required to drop the Properties based on the highest percentage of gross leaseable area which is damaged, destroyed or condemned with the Property having the highest percentage of damaged, destroyed or condemned gross leaseable area being dropped first, the Property having the second highest percentage of damaged, destroyed or condemned gross leaseable area being dropped second, and so on) until there are no more than an aggregate of 5 Fee Properties and Partnership Properties of which a Significant Portion is damaged or destroyed or condemned and receive the benefits of Section 8.2 or (b) elect not to drop any Properties 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 5 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 (x) terminate this Agreement in whole, whereupon Purchaser shall be entitled to receive the Deposit together with any interest and investment income earned thereon 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 hereunder or (y) drop one or more Properties of which a Significant Portion is damaged or destroyed or condemned as provided in Section 7.16 (and Purchaser shall be required to drop the Properties subject to the same limitations and on the same basis as Seller is required to drop them as provided in clause (a) above) until there are no more than an aggregate of 5 Fee Properties and Partnership Properties of which a Significant Portion is damaged or destroyed or condemned and receive the benefits of Section 8.2 or (z) elect to close the transaction in accordance with Section 8.2 as if a Major Loss had not occurred. If Seller does not receive Purchaser's election within 5 days of Purchaser's receipt of Seller's notice (or within 5 days of Seller's deemed election) then Purchaser will be deemed to have elected to close the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price transaction under clause (z) above in accordance with Section 8.2 as required by the terms hereof. If Buyer elects to terminate this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchase, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be if a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Property. If the proceeds or awards have Major Loss had not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums expended to repair or restore the Property, and Seller shall retain the rights to such proceeds and awardsoccurred.

Major Loss. If the amount damage to the Property or the Ground Lease Land is Material or the diminution in the value of the damage or destruction or remaining Property as a result of a condemnation is Material (as specified above exceeds Five Hundred Thousand Dollars ($500,000defined in Section 5.1 above), then Buyer may, at its option to be exercised within five ten (510) business days of Buyer's receipt of Seller's ’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by 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 delivering written notice thereof to Seller or fails to give Seller notice within such 5 business-ten (10) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, 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 or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the 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, except to the extent needed to reimburse Seller for sums reasonably expended to collect such proceeds or awards or to repair or restore the PropertyProperty and/or the Ground Lease Land, and Seller shall retain the rights to such proceeds and awardsawards to such extent. A condemnation shall be deemed material if any portion of any 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 the Property and/or the Ground Lease Land is materially and adversely affected.