BE
EXERCISED BY BUYER, IF AT ALL, WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF
SUCH SECOND NOTICE.
HOWEVER, IF (I) THE ARCHITECT DETERMINES THAT THE AVAILABLE
RESTORATION FUNDS ARE SUFFICIENT TO RESTORE SUCH INDIVIDUAL PROPERTY TO
SUBSTANTIALLY ITS SAME CONDITION AND TO PROVIDE SUFFICIENT REVENUE TO REPLACE
RENTAL REVENUE LOST AS A RESULT OF SUCH CASUALTY, OR (II) THE DAMAGE OR
DESTRUCTION CONSTITUTES LESS THAN A MATERIAL PART OF AN INDIVIDUAL PROPERTY,
THEN (A) BUYER SHALL NOT HAVE THE RIGHT TO TERMINATE THIS AGREEMENT, (B) THE
PURCHASE PRICE SHALL NOT BE ABATED, (C) THE SELLER OF SUCH INDIVIDUAL PROPERTY
SHALL ASSIGN TO BUYER (WITHOUT ANY RECOURSE) ON THE CLOSING DATE THE RIGHTS OF
SUCH SELLER TO THE INSURANCE PROCEEDS (EXCEPT TO THE EXTENT ALREADY APPLIED BY
SELLER IN EFFECTING THE REPAIR AND RESTORATION, OR TO COVER RENT LOSS PRIOR TO
CLOSING), AND (D) TO THE EXTENT NOT ALREADY APPLIED BY SELLER TO EFFECT THE
REPAIR AND RESTORATION, BUYER SHALL BE ENTITLED TO RECEIVE FROM SUCH SELLER THE
SUM OF THE DEDUCTIBLE, IF ANY, AND THE SELLER'S CONTRIBUTION AMOUNT.
AS USED
HEREIN, "AVAILABLE RESTORATION FUNDS" MEANS THE SUM OF (X) THE INSURANCE
PROCEEDS (INCLUDING RENT LOSS INSURANCE), (Y) THE AMOUNT OF THE DEDUCTIBLE, IF
ANY, AND (Z) ANY ADDITIONAL AMOUNT SELLER MAY ELECT TO CONTRIBUTE TO SUCH
RESTORATION (THE "SELLER'S CONTRIBUTION AMOUNT").
FOR THE PURPOSES HEREOF, A
"MATERIAL PART" OF AN INDIVIDUAL PROPERTY SHALL MEAN DAMAGE TO ANY PORTION OF AN
INDIVIDUAL PROPERTY THAT
(1) PERMITS TENANT(S) WHO OCCUPY IN THE AGGREGATE MORE
THAN FIFTEEN PERCENT (15%) OF THE RENTABLE SQUARE FEET OF SPACE WITHIN A
BUILDING TO TERMINATE THEIR LEASES, AND SUCH TENANTS DO NOT WAIVE SUCH
TERMINATION RIGHTS IN WRITING, (2) DESTROYS
50
A MATERIAL PORTION OF THE PARKING SPACES AVAILABLE TO A BUILDING WHICH CANNOT BE
REPLACED, OR (3) SELLER'S INSURANCE COMPANY REFUSES TO CONFIRM IN WRITING TO
BUYER THAT THE DAMAGE SHALL BE COVERED IN FULL, SUBJECT ONLY TO THE
DEDUCTIBLE.
AS USED HEREIN, THE "ARCHITECT" MEANS AN ARCHITECT OR OTHER
PROFESSIONAL MUTUALLY AND REASONABLY AGREED UPON BY BUYER AND SELLERS.
IN FURTHERANCE HEREOF, IN THE EVENT LESS THAN A MATERIAL PART OF
ANY INDIVIDUAL PROPERTY IS DAMAGED AFTER THE EFFECTIVE DATE, SELLERS SHALL, IN
ACCORDANCE WITH SOUND MANAGEMENT PRACTICE, ENDEAVOR TO REPAIR SUCH DAMAGE PRIOR
TO THE CLOSING DATE, PROVIDED THAT IF SUCH REPAIR IS NOT COMPLETED BY THE
CLOSING DATE, THE CLOSING SHALL NOT BE POSTPONED AND THE BALANCE OF THE
INSURANCE PROCEEDS SHALL BE ASSIGNED TO BUYER AND BUYER SHALL RECEIVE A CREDIT
AGAINST THE PURCHASE PRICE OF THE SUM OF THE DEDUCTIBLE, TO THE EXTENT NOT
ALREADY APPLIED BY SELLER TO EFFECT THE REPAIR AND RESTORATION.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, IN THE EVENT THE ARCHITECT DETERMINES THAT ANY
DAMAGE TO A MATERIAL PART OF AN INDIVIDUAL PROPERTY CANNOT BE REPAIRED WITHIN
NINE (9) MONTHS, BUYER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT WITH
RESPECT TO SUCH INDIVIDUAL PROPERTY OR PORTFOLIO WITHIN TEN (10) DAYS AFTER
RECEIVING NOTICE OF