IF PURCHASER DOES NOT ELECT
TO TERMINATE THIS AGREEMENT OR LESS THAN A SIGNIFICANT PORTION OF THE REAL
PROPERTY AND IMPROVEMENTS IS DESTROYED OR DAMAGED AS AFORESAID, NEITHER SELLER
NOR THE PROPERTY OWNER WILL BE OBLIGATED TO REPAIR SUCH DAMAGE OR DESTRUCTION
BUT (A) SELLER WILL (OR WILL CAUSE PROPERTY OWNER TO) (I) TURN OVER TO PURCHASER
THE INSURANCE PROCEEDS NET OF REASONABLE COLLECTION COSTS (OR IF SUCH HAVE NOT
BEEN AWARDED, ALL OF ITS RIGHT, TITLE AND INTEREST THEREIN) PAYABLE WITH RESPECT
TO SUCH FIRE OR OTHER CASUALTY AND (II) ASSIGN TO AFE (AS RECONSTITUTED ON THE
CLOSING DATE WITH PURCHASER AS THE DIRECT OR INDIRECT OWNER THEREIN), WITHOUT
ANY REPRESENTATION, WARRANTY OR RECOURSE WHATSOEVER, ALL OF PROPERTY OWNER'S
RIGHTS, IF ANY, TO ANY PAYMENTS TO BE MADE (AFTER THE CLOSING DATE) WITH RESPECT
TO THE PROPERTY UNDER ANY APPLICABLE RENTAL LOSS INSURANCE POLICIES IN EFFECT ON
THE CLOSING DATE, AND (B) THE PARTIES WILL PROCEED TO CLOSING PURSUANT TO THE
TERMS HEREOF WITHOUT ABATEMENT OF THE PURCHASE PRICE, EXCEPT THAT PURCHASER WILL
RECEIVE CREDIT FOR ANY INSURANCE DEDUCTIBLE AMOUNT.
IN THE EVENT SELLER OR
PROPERTY OWNER ELECTS TO PERFORM ANY REPAIRS AS A RESULT OF A CASUALTY PRIOR TO
CLOSING, (I) THE PERFORMANCE THEREOF SHALL BE SUBJECT, EXCEPT IN THE CASE OF
EMERGENCY OR TO PERFORM REPAIRS REQUIRED BY APPLICABLE LAW, TO PURCHASER'S
CONSENT, NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED, AND (II)
SELLER WILL
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BE ENTITLED TO DEDUCT ITS COSTS AND EXPENSES FROM ANY AMOUNT TO WHICH PURCHASER
IS ENTITLED UNDER THIS SECTION 11.1, WHICH RIGHT SHALL SURVIVE THE CLOSING.
NEITHER SELLER NOR PROPERTY OWNER WILL HAVE ANY RIGHT TO ELECT TO PERFORM ANY
REPAIRS AFTER THE CLOSING.
SECTION 11.2
CONDEMNATION OF PROPERTY.
IN THE EVENT OF ANY
CONDEMNATION OR SALE IN LIEU OF CONDEMNATION OF ALL OR THAT PORTION OF THE
PROPERTY WHICH ENTITLES SCHWAB TO TERMINATE THE SCHWAB LEASE PURSUANT TO SECTION
10.04 THEREOF (A "MATERIAL TAKING"), PURCHASER WILL HAVE THE OPTION, TO BE
EXERCISED WITHIN FIFTEEN (15) DAYS AFTER RECEIPT OF NOTICE OF SUCH CONDEMNATION
OR SALE, OF TERMINATING PURCHASER'S OBLIGATIONS UNDER THIS AGREEMENT, OR
ELECTING TO HAVE THIS AGREEMENT REMAIN IN FULL FORCE AND EFFECT.
IN THE EVENT
THAT EITHER (I) ANY CONDEMNATION OR SALE IN LIEU OF CONDEMNATION OF THE PROPERTY
IS NOT A MATERIAL TAKING, OR (II) PURCHASER DOES NOT TERMINATE THIS AGREEMENT
PURSUANT TO THE PRECEDING SENTENCE, SELLER WILL (OR WILL CAUSE PROPERTY OWNER
TO) TURN OVER TO PURCHASER ANY AND ALL CLAIMS FOR THE PROCEEDS OF SUCH
CONDEMNATION OR SALE TO THE EXTENT THE SAME ARE APPLICABLE TO THE PROPERTY, AND
PURCHASER WILL TAKE TITLE TO THE PROPERTY SUBJECT TO SUCH CONDEMNATION AND
WITHOUT REDUCTION OF THE PURCHASE PRICE.
SHOULD PURCHASER ELECT TO TERMINATE
PURCHASER'S OBLIGATIONS UNDER THIS AGREEMENT UNDER THE PROVISIONS OF THIS
SECTION 11.2, THE EARNEST MONEY DEPOSIT WILL BE RETURNED TO PURCHASER AND
NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER OBLIGATION UNDER THIS
AGREEMENT, EXCEPT FOR THE TERMINATION SURVIVING OBLIGATIONS.
PURCHASER HEREBY