Common use of Major Loss Clause in Contracts

Major Loss. If the cost to repair the damage or destruction as specified above exceeds an amount equal to One Million Dollars ($1,000,000) 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) days after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (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 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 deductible 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 Property (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 awards 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 cost to repair the damage or destruction as specified above exceeds an amount equal to One Million Dollars five percent ($1,000,0005.0%) 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) days after of Buyer’s receipt of Seller’s notice of the occurrence of the damage or destruction estimate or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, awards or to restoration or repair of the Property (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 awards to such extent so reasonably expendedextent. A condemnation shall be deemed material if as a result of the taking or if reasonably likely in a pending proceeding, any material portion of any net rentable area of the Property Improvements, or any material portion of the parking is takentaken 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 cost to repair the such damage or destruction as specified above to Property exceeds an amount equal to One Million Dollars ten percent ($1,000,00010%) of the Purchase Price or, in the estimate case of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in condemnation, if the value of the remaining portion of the Property taken exceeds ten percent (10%) of the Purchase Price of the Property, or in the case of damage due to an earthquake which, under the terms of Section 9.1 above , is to be governed by this Section 9.2 , or (b) any Major Tenant exercises a right to terminate its Lease as a result of a condemnation is material (as hereinafter defined)such damage or condemnation, then Buyer may, at its option to be exercised by written notice to Seller within five twenty (520) days after receipt of Seller’s notice to Buyer of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, 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, (i) if the cost of repairing the damage or casualty is insured, there Buyer shall be given 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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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 Property (the nature as a result of which restoration such casualty or repairscondemnation; provided, but not the right of Seller to effect such restoration or repairshowever, shall be subject with respect to the approval deductible under any policy of Buyerearthquake insurance, which approval Seller shall not be unreasonably withheld, conditioned or delayedhave 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 to collect such proceeds or awards or 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 awards excess. If Buyer fails to give Seller notice within such extent so reasonably expended. A condemnation shall 20 day period, then Buyer will 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, permanentlyhave elected to proceed in accordance with clause (b) above.

Major Loss. If the cost to repair the damage or destruction as specified above exceeds an amount equal to One Million Hundred Thousand and 00/100 Dollars ($1,000,000100,000) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in loss due to a condemnation materially impairs the value intended use of the remaining Property as a result of a condemnation is material (as hereinafter defined)Property, then Buyer may, at its option to be exercised within five ten (510) business days after receipt of Seller’s delivery of notice of the occurrence of the damage or destruction or the contemplation of the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchaseAgreement, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except 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, (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 the deductible under Seller’s policy of property insurance plus 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 condemnationcondemnation under any policy of insurance carried by Seller with respect to such loss, plus the amount of any applicable insurance deductible 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 Property (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)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 collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awards 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 cost to repair the damage or destruction as specified above exceeds an amount equal to One Million Five Hundred Thousand Dollars ($1,000,000500,000) 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) days after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (during which notice must cite said architect’s or contractor’s estimate of time period Seller will make available to Buyer all information and documentation reasonably requested by Buyer relating to the cost of repairing such 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 five twenty (520) 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, (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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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 reasonable and documented sums reasonably expended by Seller toward the collection of such proceeds or awards, as applicable, awards or to restoration or repair of the Property (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 awards to such extent so reasonably expendedextent. A condemnation shall be deemed material if more than twenty percent (20%) of the net rentable area of the Property is taken, or any material portion of any net rentable area of the Property Property, or any material portion of the parking is takentaken 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 cost to repair the damage or destruction as specified above exceeds an amount equal to One Million Dollars ($1,000,000) 2,500,000.00 in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in the value of the remaining Property as a result of a condemnation is material or any such damage or destruction or condemnation otherwise permits any tenant under a Lease to terminate its Lease or xxxxx rent (as hereinafter defined)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 after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 five ten (510) 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, (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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, awards or to restoration or repair of the Property (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 awards to such extent so reasonably expendedand shall pay over to Buyer any proceeds or awards paid to Seller in excess of such extent. A condemnation shall be deemed material “material” for purposes of this provision, if it permits any material portion of Major Tenant to terminate its Lease or permanently xxxxx rent, any net rentable area of the Property or any material portion of the parking is building improvements are taken, ; or the existing if access to the Property is materially and adversely affected, permanentlypermanently 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 the cost to repair the damage or destruction as specified above exceeds an amount equal to One Million Dollars ($1,000,000) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or such damage or destruction causes any so called “national retailer” or Major Tenant to exercise any right to terminate the diminution lease, or in the value of the remaining Property as a result event of a condemnation is material (as hereinafter defined)or threatened condemnation, then Buyer or Seller may, at its option to be exercised within five (5) days after 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 or threat of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of but not later than the cost of repairing such damage or destructionClosing 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 by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the 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, (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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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 Property (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 awards 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, permanentlyextent.

Major Loss. If the cost to repair the damage or destruction as specified above exceeds an amount equal to One Million Dollars five percent ($1,000,0005%) 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 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 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 after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 five ten (510) 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, (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 described in Section 5.1 above. In the case of any insurance proceeds (including all proceeds of loss of rents or business interruption insurancecondemnation, 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 deductible 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 Property (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 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 awards to such extent so reasonably expendedextent. A condemnation shall be deemed material if any material portion of any net rentable area of the Property Improvements is taken, or any material portion of the parking is takentaken 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 the Property 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 cost to repair the such damage or destruction as specified above to Property exceeds an amount equal to One Million Dollars five percent ($1,000,0005%) of the Purchase Price or, in the estimate case of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in condemnation, if the value of the remaining portion of the Property taken exceeds five percent (5%) of the Purchase Price of the Property, or in the case of damage due to an earthquake which, under the terms of Section 9.1 above, is to be governed by this Section 9.2, (b) any Lease with a Major Tenant would be terminated as a result of a condemnation is material such damage or condemnation, or (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 hereinafter defined)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) days after receipt of Seller’s notice to Buyer of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, 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, (i) if the cost of repairing the damage or casualty is insured, there Buyer shall be given 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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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 Property (the nature as a result of which restoration such casualty or repairscondemnation; provided, but not the right of Seller to effect such restoration or repairshowever, shall be subject with respect to the approval deductible under any policy of Buyerearthquake insurance, which approval Seller shall not be unreasonably withheld, conditioned or delayedhave 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 to collect such proceeds or awards or 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 awards excess. If Buyer fails to give Seller notice within such extent so reasonably expended. A condemnation shall 20‑day period, then Buyer will 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, permanentlyhave elected to proceed in accordance with clause (b) above.

Major Loss. If the cost to repair the damage or destruction as specified above exceeds an amount equal to One Seven Million Dollars ($1,000,0007,000,000) 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) days after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate and receipt of the cost of repairing such damage or destruction)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 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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, awards or to restoration or repair of the Property (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 awards to such extent so reasonably expendedextent. 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 takentaken 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 cost to repair the damage or destruction as specified above exceeds an amount equal to One Million Dollars three percent ($1,000,0003%) 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) days after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 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, (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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, awards or to restoration or repair of the Property (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 awards to such extent so reasonably expendedextent. 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 takentaken 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 In the event the cost to repair repair, in Seller's reasonable judgment, of any damage to the damage Property or destruction as specified above or condemnation of any portion thereof occurring subsequent to the date hereof and prior to Closing exceeds an amount equal to or equals One Million and No/100 Dollars ($1,000,000) 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 defined1,000,000.00), then Buyer may, at its sole option to be exercised within by the earlier of the Closing Date or five (5) days after receipt delivery of Seller’s 's written notice to Buyer of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects elect to terminate this Agreement by delivering providing written notice thereof to Seller or fails Seller. If Buyer timely elects to give Seller notice within such five (5) day period that Buyer will proceed with the purchaseterminate this Agreement, 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 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, (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 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 condemnationcondemnation occurring after execution hereof and before Closing, plus the amount of any applicable insurance deductible 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 amounts actually expended by Seller toward the collection of such proceeds or awards, as applicable, or to restoration or repair of the Property (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 in collecting any such proceeds or awards or to repair in repairing or restore restoring the Property, . Buyer and Seller shall retain the rights to such proceeds and awards to such extent so reasonably expended. A condemnation shall be deemed material if any material portion of any net rentable area agree that Section 5.07 of the Texas Property or any material portion Code and the Uniform Vendor-Purchaser Risk of the parking is taken, or the existing access Loss Act shall not apply to the Property is materially and adversely affected, permanentlythis Agreement.

Major Loss. If the cost to repair the damage or destruction as specified above equals or exceeds an amount equal to One Million Four Hundred Thousand and no/100 Dollars ($1,000,000400,000.00) 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)material, then Buyer may, at its option to be exercised within five (5) business days after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 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, (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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, 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 nature 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 which such restoration or repairsrepair of the Property, but 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 the right required by any applicable laws or provisions of any Leases or other contractual obligations of Seller to effect such commence restoration or repairs, shall be subject repair of the Property prior to the approval Closing, then Seller shall not make any restoration or repair of the Property without Buyer’s prior written consent, which approval shall not be unreasonably withheld, conditioned or delayed)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 awards to such extent so reasonably expendedat Closing. 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, 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 cost to repair the material damage or destruction as specified above to any Subject Real Property exceeds an amount equal to One Million Dollars $10,000,000 ($1,000,000a “Major Loss”) in the estimate of an architect or contractor selected by Seller mutually and reasonably acceptable agreeable to Buyer or the diminution in the value of the remaining Property as a result of a condemnation is material (as hereinafter defined)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) days after Buyer’s receipt of Seller’s notice of the occurrence of the such damage or destruction or (ii) by Seller in writing within forty-five (45) days after the commencement occurrence of condemnation proceedings (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 either Buyer or Seller elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchaseas provided in this Section 6.22(b), then this Agreement shall terminate, 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, (i) if Seller shall not have returned such Subject Real Property to the cost of repairing the condition that existed immediately prior to such damage or casualty is insureddestruction, 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 (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(but not business interruption insurance proceeds), plus the amount of any applicable insurance deductible up deductible, self-insured retention or similar amount with respect to but any damaged or destroyed Subject Real Property, less any sums expended by Seller or the Company toward the restoration or repair of such Subject Real Property. If such proceeds have not been collected as of the Closing Date and the Subject Real Property has not been returned to exceed One Million Dollars ($1,000,000), or (ii) if the cost of repairing the condition that existed immediately prior to such damage or casualty is not insureddestruction, reasonable wear and tear excepted, then there shall be a credit against the Purchase Price Closing Payment due hereunder equal to the amount of One Million Dollars ($1,000,000)the insurance deductible, in each case less any sums reasonably expended by Seller toward the collection of self-insured retention or similar amount with respect to such damaged or destroyed Subject Real Property, and such proceeds or awards, as applicable, or to restoration or repair of the Property (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 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 collect such proceeds or awards or to repair or restore the damaged or destroyed Subject Real Property, and Seller shall retain the rights to such proceeds and awards to such extent so reasonably expendedextent. A condemnation Seller’s notice of the occurrence of a Major Loss shall be deemed material if to amend and supplement the appropriate disclosure Schedules and cure any material portion misrepresentation or breach of any net rentable area warranty or covenant that otherwise might have existed hereunder by reason of such Major Loss for purposes of the Property conditions to Closing set forth in Article VII or any material portion of remedies under Article IX, subject to Seller’s obligation to pay Buyer the parking is taken, or amounts under this Section 6.22(b) and the existing access to the Property is materially and adversely affected, permanentlytermination rights under this Section 6.22(b).

Major Loss. If the cost damage to repair the damage Property or destruction as specified above exceeds an amount equal to One Million Dollars ($1,000,000) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer Ground Lease Land is Material or the diminution in the value of the remaining Property as a result of a condemnation is material Material (as hereinafter defineddefined in Section 5.1 above), then Buyer may, at its option to be exercised within five ten (510) business days after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 five ten (510) 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 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 (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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, awards or to restoration or repair of the Property 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 awards to such extent so reasonably expendedextent. A condemnation shall be deemed material if any material portion of any net rentable area of the Property or any material portion of parking on the parking 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, permanently.

Major Loss. If the cost to repair the damage or destruction as specified above or condemnation at the Property exceeds an amount equal in the aggregate for all such events prior to One the Close of Escrow the sum of Three Million Eight Hundred Thousand Dollars ($1,000,0003,800,000.00) 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“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) days after the tenth (10th) business day following Buyer’s receipt of both Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractorand its receipt of Seller’s estimate of the cost of repairing such and time to complete the necessary repairs and restoration and (ii) the one hundred eightieth (180th) day following the 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 The failure to elect to terminate this Agreement on or before said date and time shall be deemed an election by delivering written notice thereof the failing party to consummate this purchase and sale transaction. If either Buyer or Seller or fails elects in writing to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, then terminate this Agreement shall terminateon or before said date and time, 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, (i) if the cost of repairing the damage or casualty is insured, there Seller shall be grant Buyer a credit against the Purchase Price due hereunder equal to in 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 less the amount of any applicable insurance deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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 Property (the nature of which restoration or repairs, but not the right of Seller to effect in collecting such restoration insurance proceeds or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed)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 collect such proceeds or awards or 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 awards to such extent so reasonably expended. A condemnation award without Buyer’s consent, which shall not 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, permanentlyunreasonably withheld.

Major Loss. If (a) the cost to repair the damage damage, destruction or destruction condemnation as specified above exceeds an amount equal to One Million Dollars five percent ($1,000,0005%) 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 after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 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, (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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, awards or to restoration or repair of the Property (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 awards to such extent so reasonably expendedextent. A condemnation shall be deemed material “material” if any material portion of any net rentable area of the Property or any material portion of the parking is takentaken 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 cost to repair the damage or destruction as specified above exceeds an amount equal to One Four Million Dollars ($1,000,0004,000,000) 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) days after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, awards or to restoration or repair of the Property (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 awards to such extent so reasonably expendedextent. A condemnation shall be deemed material if any material portion of any net rentable area of the Property Property, or any material portion of the parking is takentaken 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 cost to repair the damage or destruction as specified above exceeds an amount equal to One Million Five Hundred Thousand Dollars ($1,000,000500,000) in the estimate of an 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 after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 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, (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, in both cases, up to the amount of the Purchase Price, plus the amount of any applicable insurance deductible up to but (not to exceed One Million Dollars ($1,000,000the amount of the loss), less any insurance proceeds of rental loss and business interruption insurance or (ii) if any portion of an award that are allocable to the cost of repairing period through 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 Closing Date and less any sums reasonably expended by Seller toward the collection of such proceeds or awards, as applicable, awards or to restoration or repair of the Property (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 awards to such extent so reasonably expendedextent. A condemnation shall be deemed material if “material” if, in the sole opinion of Buyer, any material portion of any net rentable area of the Property or any material portion is taken which would cause the frustration of the parking is takenproposed 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, permanently.

Major Loss. If (a) the cost to repair the any such damage or destruction as specified above to the Real Property exceeds an amount equal to One Two Million and 00/100 Dollars ($1,000,0002,000,000.00) in or any damage or destruction is not fully covered (except to the estimate extent of an architect or contractor selected Seller’s deductible) by insurance maintained by Seller and reasonably acceptable (and, absent such full coverage, Seller agrees to Buyer or fund at Closing as a credit to the diminution Purchase Price the amount not covered in the value excess of the remaining Property as a result of deductible), (b) the loss due to a condemnation is material (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 hereinafter definedreasonably determined by Buyer), then Buyer may, at its option to be exercised within five ten (510) business days after receipt of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of and the cost of repairing such damage or destructionClosing 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 by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchaseAgreement, then this Agreement shall terminate, the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except 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, (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, and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to the period after Closing) such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnationcondemnation under any policy of insurance carried by Seller with respect to such loss, plus the amount of any applicable insurance deductible 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 Property (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)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 collect such proceeds or awards or 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 awards 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, permanentlyabsolute discretion).

Major Loss. If the cost to repair the damage or destruction as specified above exceeds an amount equal to One Million Dollars ($1,000,0001,000,000.00) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer Purchaser or the diminution in the value of the remaining Property as a result of a condemnation is material (as hereinafter defined)material, then Buyer either Purchaser or Seller may, at its option to be exercised within five (5) days after receipt of Seller’s 's notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the 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, (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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, awards or to restoration or repair of the Property (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 BuyerPurchaser, 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 awards to such extent so reasonably expendedextent. A condemnation Seller, as tenant under the Lease, shall be deemed material if any material portion of any net rentable area responsible for and required to pay the full amount of the Property or any material portion rent required to be paid under the Lease from and after the date of the parking is taken, or the existing access to the Property is materially and adversely affected, permanentlyClosing.

Major Loss. If (a) the cost to repair the damage or destruction as specified above exceeds an amount equal to One Million Dollars three percent ($1,000,0003%) 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 after receipt of Seller’s 's notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s and receipt of the estimate of costs from the cost 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 repairing such damage or destructionremedies 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 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, (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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, awards or to restoration or repair of the Property (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 awards to such extent so reasonably expendedextent. A condemnation shall be deemed material if any material portion of any the net rentable area of the Property Improvements or any material portion of the parking is takentaken 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 and adversely affected, permanently.

Major Loss. If the cost to repair the damage or destruction as specified above exceeds an amount equal to One Two Million Dollars ($1,000,0002,000,000.00) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer 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) days after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 five ten (510) 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, (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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, awards or to restoration or repair of the Property (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 awards to such the extent so reasonably expendedof any reimbursement to which Seller is entitled as provided above. A condemnation shall be deemed material if (i) any material portion of any net rentable area of the Property or any material portion of the parking is takentaken which would cause the Property to be in violation of any existing laws or regulations, or 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 cost to repair amount of the damage or destruction or condemnation as specified above exceeds an amount equal to One Million Seven Hundred Fifty Thousand Dollars ($1,000,000) 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 defined750,000), then Buyer may, may at its option option, to be exercised by written notice to Seller within five ten (510) business days after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architectproceedings, terminate this Agreement. Buyer’s or contractor’s estimate of the cost of repairing such damage or destruction), either 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 by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) ten business day period that Buyer will proceed with the purchase, then this Agreement shall terminateperiod, 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, (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 condemnationcondemnation (other than the proceeds of rent loss or business interruption insurance which are allocable to periods before Closing), plus the amount of any applicable insurance deductible up to but not to exceed One Million Dollars ($1,000,000)and any uninsured amount of loss, 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 expended, by Seller toward towards the collection of such proceeds or awards, as applicable, or to restoration or repair of the Property (the nature of which restoration or repairs, but not the right of Seller to effect in collecting such restoration insurance proceeds or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed)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 collect such proceeds or awards or 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 shall retain that such insurance proceeds will be paid by such insurer directly to Buyer, then the rights cost to repair (to a condition at least as good as prior to the casualty) the remaining damage caused by such proceeds and awards to such extent so casualty, as reasonably expended. A condemnation determined by Buyer, shall be deemed material if any material portion of any net rentable area of credited against the Property or any material portion of the parking is taken, or the existing access to the Property is materially and adversely affected, permanentlyPurchase Price at Closing.

Major Loss. If the cost to repair the such damage or destruction as specified above to Property exceeds an amount equal to One Million Dollars ten percent ($1,000,00010%) of the Purchase Price or, if there is a condemnation of any portion of the Property, or in the estimate case of an architect uninsured loss or contractor selected damage due to an earthquake which, under the terms of Section 9.1 above, is to be governed 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)this Section 9.2, then Buyer may, at its option to be exercised by written notice to Seller within five twenty (520) days after receipt of Seller’s notice to Buyer of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, 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, (i) if the cost of repairing the damage or casualty is insured, there Buyer shall be given 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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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 Property (the nature as a result of which restoration such casualty or repairscondemnation; provided, but not the right of Seller to effect such restoration or repairshowever, shall be subject that with respect to the approval deductible under any policy of Buyerearthquake insurance, which approval Seller shall not be unreasonably withheldhave no obligation to give Buyer a credit in excess of Fifty Thousand Dollars ($50,000.00) ; provided, conditioned or delayedfurther, 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 to collect such proceeds or awards or 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 awards excess. If Buyer fails to give Seller notice within such extent so reasonably expended. A condemnation shall twenty (20) day period, then Buyer will 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, permanentlyhave elected to proceed in accordance with clause (b) above.

Major Loss. If the cost to repair the any damage or destruction of the Property or diminution in value of the Property following a condemnation as specified above exceeds an amount equal to One Million Three Hundred Fifty Thousand Dollars ($1,000,000) in 350,000.00), or if the estimate of an architect damage, destruction or contractor selected by Seller and reasonably acceptable to Buyer diminution is not insured or the diminution in the value adequately insured (regardless of the remaining Property as a result of a condemnation is material (as hereinafter definedcost to repair), then (in either instance) Buyer may, at its option to be exercised within five ten (510) days after of Buyer’s receipt of Seller’s written notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchaseAgreement, then this Agreement shall terminate, 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, (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 (x) 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 (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 any the deductible applicable insurance deductible up to but not to exceed One Million Dollars ($1,000,000), or (ii) if the cost of repairing the such damage or casualty is not insureddestruction under any such insurance policy/ies, there shall be a credit against the Purchase Price of One Million Dollars less ($1,000,000), in each case less z) any sums reasonably expended by Seller toward the collection of such proceeds or awards, as applicable, or to restoration or repair of the Property (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)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 collect such proceeds or awards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awards 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 (a) the cost to repair the damage or destruction as specified above any Loss exceeds an amount equal to One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000.00), or (b) in the estimate Loss is not fully insured or covered by Seller’s payment of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in the value its deductible (regardless of the remaining Property as a result of a condemnation is material (as hereinafter definedcost to repair), then Buyer may, at its option to be exercised within five ten business (510) days after of Buyer’s receipt of Seller’s written notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)Loss, 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 by delivering written notice thereof pursuant to Seller or fails to give Seller notice within such five subsection (5i) day period that above. If Buyer will proceed with the purchaseso terminates this Agreement, then this Agreement shall terminate, 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, (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 (x) all 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 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 applicable such insurance deductible up to but not to exceed One Million Dollars policy/ies, less ($1,000,000), or (iiz) 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 Property (as of 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 Closing Date and reasonably approved by 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 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 collect such proceeds or awards or 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 awards to such extent so reasonably expended. A condemnation shall be deemed material if any material portion of any net rentable area of Loss as set forth in the Property or any material portion of the parking is taken, or the existing access to the Property is materially and adversely affected, permanentlyLease.

Major Loss. If the cost to repair the material damage or destruction as specified above to any Subject Property exceeds an amount equal to One Million Dollars $7,500,000 ($1,000,000a “Major Loss”) 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)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) days after Buyer’s receipt of Seller’s notice of the occurrence of the such damage or destruction or (ii) by Seller in writing within forty-five (45) days after the commencement occurrence of condemnation proceedings (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 or Seller elect to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchaseas provided in this Section 6.14(b), 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 terminate in Sections 6.1, 9.3 and 9.9 belowaccordance 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, (i) if Seller shall not have returned such Subject Property to the cost of repairing the condition that existed immediately prior to such damage or casualty is insureddestruction, 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 (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(but not business interruption insurance proceeds), plus the amount of any applicable insurance deductible up deductible, self-insured retention or similar amount with respect to but any damaged or destroyed Subject Property, less any sums expended by Seller or the Company toward the restoration or repair of such Subject Property. If such proceeds have not been collected as of the Closing Date and the Subject Property has not been returned to exceed One Million Dollars ($1,000,000), or (ii) if the cost of repairing the condition that existed immediately prior to such damage or casualty is not insureddestruction, reasonable wear and tear excepted, then there shall be a credit against the Purchase Price Closing Payment due hereunder equal to the amount of One Million Dollars ($1,000,000)the insurance deductible, in each case less any sums reasonably expended by Seller toward the collection of self-insured retention or similar amount with respect to such damaged or destroyed Subject Property, and such proceeds or awards, as applicable, or to restoration or repair of the Property (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 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 collect such proceeds or awards or to repair or restore the damaged or destroyed Subject Property, and Seller shall retain the rights to such proceeds and awards to such extent so reasonably expendedextent. A condemnation Seller’s notice of the occurrence of a Major Loss shall be deemed material if to amend and supplement the appropriate Seller Schedules and cure any material portion misrepresentation or breach of any net rentable area warranty or covenant that otherwise might have existed hereunder by reason of such Major Loss for purposes of the Property or any material portion of conditions to Closing set forth in Article VII and remedies under Article IX, subject to Seller’s obligation to pay Buyer the parking is taken, or amounts under this Section 6.14(b) and the existing access to the Property is materially and adversely affected, permanentlytermination rights under this Section 6.14(b).

Major Loss. If the cost to repair the damage or destruction as specified above exceeds an amount equal to One Million Five Hundred Thousand Dollars ($1,000,000500,000) 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) days after receipt of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destruction)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 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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, awards or to restoration or repair of the Property (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 awards to such extent so reasonably expendedextent. A condemnation shall be deemed material if any material portion of any net rentable area of the Property Property, or any material portion of the parking is takentaken 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 cost to repair the damage or destruction as specified above exceeds an amount equal to One Two Million Two Hundred Forty-Five Thousand and No/100 Dollars ($1,000,0002,245,000.00) 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 after receipt of Seller’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 proceedings proceeding (which notice must cite said architect’s or contractor’s estimate of the cost of repairing such damage or destructionas 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 five ten (510) 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 deductible up to but not to exceed One Million Dollars ($1,000,000)deductible, 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, awards or to restoration or repair of the Property (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 awards to such extent so reasonably expendedextent. A condemnation shall be deemed material if (i) any material 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 material portion of the parking 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.