Common use of Casualty and Condemnation Proceeds Clause in Contracts

Casualty and Condemnation Proceeds. (a) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to the Property, and (ii) the Company receives any insurance proceeds from such casualty or governmental award in such condemnation or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company may not distribute such Casualty and Condemnation Proceeds to Sellers. (b) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to the Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) if Sellers receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company prior to the Closing, and (B) if Sellers receive the Casualty and Condemnation Proceeds after the Closing, Sellers shall promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company. (c) With respect to any insurance claims for events described in this Section 5.15, the Buyer shall have the right to participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration the Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, Sellers shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding $100,000 individually.

Casualty and Condemnation Proceeds. 5.2.1 Subject to Section 5.2.2, Purchaser shall be obligated to proceed to the applicable Closing (a) In subject to the event that, during the period from the date terms of this Agreement until Agreement) for the earlier of the termination of this Agreement Property in accordance with its the terms hereof but shall be entitled to receive the following on the applicable Closing Date with respect to any Hotel Asset included in the Property which has suffered a Condemnation or Casualty after the Closing, Effective Date which has not been Restored by the applicable Closing Date: (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to a Condemnation, an assignment of all of the Propertyapplicable Seller’s right, title and interest in and to the Condemnation proceeds to be awarded to such Seller as a result of such Condemnation, and (ii) with respect to a Casualty, (A) an assignment of the Company receives insurance proceeds payable on account of such Casualty (less repair and restoration costs incurred by Seller to the extent that such repair and restoration costs were approved by Purchaser) and (B) the applicable Purchase Price shall be reduced by the sum of (i) the amount of any applicable insurance deductible with respect to any damage due to such Casualty and (ii) the amount of any uninsured costs of repair and restoration associated with such Casualty. In the event that a Hotel Asset suffers a Condemnation or a Casualty and Purchaser has elected to waive such Casualty or Condemnation and proceed to the applicable Closing, the applicable Seller shall not expend any insurance proceeds for repairs or restoration unless it has received Purchaser’s consent as to any plans or contracts for such repairs or restoration, and such Seller shall keep Purchaser informed as to the progress of any such repairs or restoration. Nothing herein shall obligate any Seller to cause any Hotel Asset to be Restored. 5.2.2 Notwithstanding Section 5.2.1, if any Hotel Asset suffers a Casualty or Condemnation on or before the Closing Date of such Hotel Asset, then Sellers shall promptly after learning thereof provide Purchaser with notice thereof. If the damages, in the case of a Condemnation, or the cost to repair, in the case of a Casualty, when added to damages and costs to repair, as applicable, of all prior Condemnations and/or Casualties to such Hotel Asset occurring on or after the Effective Date (and which have not been previously Restored) exceed the Casualty/Condemnation Threshold, then Purchaser shall have the option, exercisable by written notice thereof to Sellers within 10 Business Days after Purchaser receives written notice from Sellers of a Condemnation or Casualty together with Appraiser’s or Adjuster’s determination of resulting damages or cost of repair, as applicable, to either (i) waive such Casualty or Condemnation and proceed to the applicable Closing (subject to the terms of this Agreement) without any further right with respect to the same (other than as expressly set forth in Section 5.1) or (ii) terminate this Agreement as to the Hotel Asset affected by the Casualty or Condemnation (an “Excluded Casualty Asset”) and consummate the applicable Closing as to the other applicable Hotel Assets, in which case (A) all references hereunder to such Excluded Casualty Asset shall be deemed deleted and such Excluded Casualty Asset shall not be deemed a “Real Property”, “Hotel Asset” or part of the “Property” for any purpose under this Agreement, (B) the Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded Casualty Asset and Purchaser shall receive a return of the Allocated Deposit applicable to such Excluded Casualty Asset, and (C) neither Sellers nor Purchaser shall have any further rights or obligations hereunder with regard to the such Excluded Casualty Asset, except for the rights and obligations hereunder which expressly survive termination of this Agreement. As used herein, the term “Casualty/Condemnation Threshold” with respect to any Hotel Asset means an amount equal to 10% of the Allocated Purchase Price of such Hotel Asset, and the phrase “Restored” means that the Hotel Asset in question has been repaired or restored after a casualty or condemnation occurring after the Effective Date to a condition reasonably similar to the condition such Hotel Asset was immediately prior to such casualty or governmental award condemnation. For purposes of this Agreement, the damages caused by a Condemnation shall be determined by an MAI certified appraiser selected by Sellers and reasonably approved by Purchaser (the “Appraiser”) and the cost to repair a Casualty shall be determined by the third-party insurance adjuster designated by the applicable Seller’s insurance company (the “Adjuster”); provided that in the event that Purchaser (x) does not approve the Appraiser (acting reasonably) or (y) is not satisfied with the Appraiser’s damage estimate or the Adjuster’s cost estimate, or such condemnation or eminent domain proceeding (estimates have not been obtained, in each case at least 10 Business Days prior to the applicable Closing Date, Purchaser, in either case, “may elect by written notice, delivered within 10 Business Days after Purchaser receives notice of the selection of the Appraiser, the damage estimate of the Appraiser or the cost estimate of the Adjuster (or upon failure to receive such estimates within the timeframe specified in this Section 5.2.2) to either (1) treat the Hotel Asset as an Excluded Casualty and Condemnation Proceeds”), then Asset as provided above or (2) proceed to the Company may not distribute such Casualty and Condemnation Proceeds applicable Closing (subject to Sellers. (b) In the event that, during the period from the date terms of this Agreement until the earlier Agreement) of the termination such affected Hotel Asset and receive an assignment of this Agreement any Condemnation awards or Casualty insurance proceeds paid or payable in respect of such Hotel Asset in accordance with its terms or the Closing, (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to the Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) if Sellers receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company prior to the Closing, and (B) if Sellers receive the Casualty and Condemnation Proceeds after the Closing, Sellers shall promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the CompanySection 5.2.1. (c) With respect to any insurance claims for events described in this Section 5.15, the Buyer shall have the right to participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration the Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, Sellers shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding $100,000 individually.

Casualty and Condemnation Proceeds. (a) In Subject to Section 2.6, Purchaser shall be obligated to proceed to the event that, during Closing for the period from the date of this Agreement until the earlier of the termination of this Agreement Property in accordance with its the terms hereof but shall be entitled to receive the following on the Closing Date with respect to any Hotel Asset included in the Property which has suffered a Condemnation or Casualty after the Closing, Effective Date which has not been Restored by the Closing Date: (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to a Condemnation, an assignment of all of the Propertyapplicable Seller’s right, title and interest in and to the Condemnation proceeds to be awarded to such Seller as a result of such Condemnation, and (ii) with respect to a Casualty, (A) an assignment of the Company receives insurance proceeds payable on account of such Casualty (less such Seller’s reasonable cost to secure the same and less repair and restoration costs incurred by Seller to the extent that such repair and restoration costs were approved by Purchaser (unless such repair or restoration was required by the terms of the Loan Documents or the loan documents of any mortgage indebtedness encumbering the applicable Second Pool Asset(s), in which case Purchaser’s approval shall not be required); provided that the portion of the Purchase Price payable to such Seller shall be further reduced by the amount of any insurance proceeds from previously paid to such Seller on account of such casualty and not already expended towards its cost of securing the same or governmental award in repairing or restoring such condemnation or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company may not distribute such Casualty and Condemnation Proceeds to Sellers. (bHotel Asset) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to the Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) if Sellers receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company prior to the Closing, and (B) if Sellers receive the Casualty and Condemnation Proceeds after Purchase Price shall be reduced by the Closing, Sellers shall promptly deliver such proceeds (net amount of legal expenses reasonably incurred in connection any applicable insurance deductible with pursuing the proceeds or award) to the Company. (c) With respect to any insurance claims for events described in this Section 5.15, the Buyer shall have the right damage due to participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration the Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance companysuch Casualty. In addition, without in the prior written consent event of the Buyerforegoing and after appropriate credit and other items are provided to Purchaser as required by the terms of this Section 5, which Purchaser shall deliver to the applicable Seller(s) at Closing a release in form reasonably satisfactory to such Sellers whereby Purchaser releases such Sellers from all ongoing liability and/or claims by Purchaser or its affiliates, together with their respective successors and assigns, arising from such condemnation or casualty, but subject to the applicable Seller’s other obligations and liabilities set forth in this Agreement. Subject to Section 2.6, in the event that a Hotel Asset suffers a Condemnation or a Casualty and Purchaser has elected to waive such Casualty or Condemnation and proceed to Closing, the applicable Seller shall not expend any insurance proceeds for repairs or restoration unless it has received Purchaser’s consent as to any plans or contracts for such repairs or restoration, and such Seller shall keep Purchaser informed as to the progress of any such repairs or restoration; provided that such consent shall not be unreasonably withheld, conditioned required if such repair or delayed, Sellers shall not agree to restoration is required by the terms of the Loan Documents or any settlement or other resolution the loan documents of any open insurance claim that would reasonably mortgage indebtedness encumbering the applicable Second Pool Asset(s). Nothing herein shall obligate any Seller to cause any Hotel Asset to be expected to result in Casualty and Condemnation Proceeds exceeding $100,000 individuallyRestored.

Casualty and Condemnation Proceeds. (a) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the ClosingPre-Closing Period, (i) there is any damage, destruction or other casualty affecting the any Real Property, or any condemnation or eminent domain proceeding is completed with respect to the Real Property, and (ii) the Company receives or its Subsidiaries receive any insurance proceeds from such casualty or governmental award in such condemnation or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company may not distribute such Casualty and Condemnation Proceeds to Sellers. (b) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the ClosingPre-Closing Period, (i) there is any damage, destruction or other casualty affecting the any Real Property, or any condemnation or eminent domain proceeding is completed with respect to the Real Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) if Sellers receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the ClosingPre-Closing Period, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company prior to the Closing, and (B) if Sellers receive the Casualty and Condemnation Proceeds after the Closing, Sellers shall promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) in connection with pursuing the proceeds or award) to the Company. (c) With respect to any insurance claims for events described in this Section 5.158.21, the Buyer shall have the right to participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration the Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the Buyer, which consent shall not may be unreasonably withheldgranted or withheld in Buyer’s sole, conditioned or delayedgood faith discretion, Sellers shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding Fifty Thousand Dollars ($100,000 50,000) individually.

Casualty and Condemnation Proceeds. (a) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, (i) there is any damage, destruction or other casualty affecting one of the PropertyProperties (a “Casualty Event”), or any condemnation or eminent domain proceeding is completed with respect to the such Property, and (ii) the Sellers or the applicable Company receives or any of the Sellers’ or the applicable Company’s Affiliates (including Parent) receive any insurance proceeds from such casualty casualty, business interruption or governmental award in such condemnation or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company such Person receiving such proceeds may not distribute such Casualty and Condemnation Proceeds to SellersSellers or any Affiliate of a Seller (other than a Company). (b) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, (i) there is any damage, destruction or other casualty affecting the Propertya Casualty Event, or any condemnation or eminent domain proceeding is completed with respect to the such Property, and (ii) Sellers or the applicable Company or any of the Sellers’ or the applicable Company’s Affiliates receive any Casualty and Condemnation Proceeds, then then, (A) if Sellers or any other Affiliate of a Seller receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Sellers or such other Affiliate shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the applicable Company immediately prior to the Closing, and (B) if Sellers or any other Affiliate of a Seller receive the Casualty and Condemnation Proceeds after the Closing, Sellers or such other Affiliate shall promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the applicable Company. (c) With respect to any insurance claims for events described in this Section 5.154.20 that would reasonably be expected to result in the payment of money damages in excess of $250,000, the Buyer Buyers shall have the right to participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration the Buyer’s Buyers’ requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the BuyerBuyers, which consent shall not be unreasonably withheld, conditioned or delayed, Sellers shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding $100,000 250,000 individually.

Casualty and Condemnation Proceeds. (a) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the ClosingPre-Closing Period, (i) there is any damage, destruction or other casualty affecting the any Real Property, or any condemnation or eminent domain proceeding is completed with respect to the Real Property, and (ii) the Company receives or its Subsidiaries receive any insurance proceeds from such casualty or governmental award in such condemnation or eminent 38 domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company may not distribute such Casualty and Condemnation Proceeds to Sellers. (b) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the ClosingPre-Closing Period, (i) there is any damage, destruction or other casualty affecting the any Real Property, or any condemnation or eminent domain proceeding is completed with respect to the Real Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) if Sellers receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the ClosingPre-Closing Period, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company prior to the Closing, and (B) if Sellers receive the Casualty and Condemnation Proceeds after the Closing, Sellers shall promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) in connection with pursuing the proceeds or award) to the Company. (c) With respect to any insurance claims for events described in this Section 5.158.20, the Buyer shall have the right to participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration the Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the Buyer, which consent shall not may be unreasonably withheldgranted or withheld in Buyer’s sole, conditioned or delayedgood faith discretion, Sellers shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding Fifty Thousand Dollars ($100,000 50,000) individually.

Casualty and Condemnation Proceeds. (a) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the ClosingPre-Closing Period, (i) there is any damage, destruction or other casualty affecting the any Real Property, or any condemnation or eminent domain proceeding is completed with respect to the Real Property, and (ii) the Company receives or its Subsidiaries receive any insurance proceeds from such casualty or governmental award in such condemnation or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company may not distribute such Casualty and Condemnation Proceeds to Sellers. (b) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the ClosingPre-Closing Period, (i) there is any damage, destruction or other casualty affecting the any Real Property, or any condemnation or eminent domain proceeding is completed with respect to the Real Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) if Sellers receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the ClosingPre-Closing Period, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company prior to the Closing, and (B) if Sellers receive the Casualty and Condemnation Proceeds after the Closing, Sellers shall promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) in connection with pursuing the proceeds or award) to the Company. (c) With respect to any insurance claims for events described in this Section 5.158.20, the Buyer shall have the right to participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration the Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the Buyer, which consent shall not may be unreasonably withheldgranted or withheld in Buyer’s sole, conditioned or delayedgood faith discretion, Sellers shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding Fifty Thousand Dollars ($100,000 50,000) individually.

Casualty and Condemnation Proceeds. If the Premises sustains a casualty loss covered by insurance, or if the Premises or any part thereof is taken under the power of eminent domain, any insurance proceeds payable by reason of the casualty loss and any award or damages (direct or consequential) payable by reason of the taking shall be disposed of as follows: (a) If the Lease obligates Landlord to repair and restore the Premises, or such repairs and restoration are otherwise undertaken by agreement among the parties, then the insurance or condemnation proceeds shall be deposited in a special escrow account under Bank’s exclusive control to be applied by Bank to the repair and restoration of the Premises in substantially the same manner construction loan proceeds are handled by Bank. Except to the extent otherwise provided in the Lease, Landlord shall be responsible for repair and restoration of the Premises. However, notwithstanding the foregoing, Bank may, at its option, apply all or any part of the insurance or condemnation proceeds to the satisfaction of the indebtedness secured by the Deed of Trust if: (1) The Loan is in default; (2) In the event thatcase of a casualty loss, Bank paid the insurance premium or advanced the insurance premium on behalf of Landlord or any other person or entity (regardless of whether the amount paid or advanced by Bank was added to the indebtedness secured by the Deed of Trust); (3) The insurance or condemnation proceeds deposited to the escrow account are insufficient to pay the anticipated costs of repairing and restoring the Premises in full, and neither Landlord nor Tenant deposits such additional sums to the escrow account as may be reasonably required by Bank to pay the anticipated costs of the repair and restoration of the Premises in full; (4) Neither Landlord nor Tenant provides at Bank’s request evidence satisfactory to Bank that (i) repair and restoration of the Premises are economically feasible, (ii) Bank’s security will not be significantly impaired by the repair and restoration of the Premises, (iii) Landlord has the ability and willingness to repay the Loan during the period from the date of this Agreement until the earlier of the termination of this Agreement restoration and repair in accordance with its the terms or of the ClosingLoan documents, and (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to the Property, and (iiiv) the Company receives any insurance proceeds from such casualty or governmental award in such condemnation or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company may not distribute such Casualty and Condemnation Proceeds to Sellers. (b) In the event that, during the period from the date of this Agreement until the earlier resulting value of the termination Premises after the completion of this Agreement in accordance with its terms all repairs and restoration will be equal to or greater than the Closing, (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to the Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) if Sellers receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier value of the termination of this Agreement in accordance with its terms or the Closing, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company Premises prior to the Closing, and (B) if Sellers receive the Casualty and Condemnation Proceeds after the Closing, Sellers shall promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds casualty loss or award) to the Company. (c) With respect to any insurance claims for events described in this Section 5.15, the Buyer shall have the right to participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration the Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, Sellers shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding $100,000 individually.taking;

Casualty and Condemnation Proceeds. In the event that (a) In the event thatdamages and the costs of repairs, during the period from the date of this Agreement until the earlier as applicable, as of the termination Closing Date in the aggregate for any Hotel Asset for all Condemnations and Casualties occurring on or after the Effective Date (where such Hotel Asset has not been Restored) are less than the Casualty/Condemnation Threshold, (b) Purchaser elects to proceed under clause (A) of this Agreement Section 5.2 or (c) Purchaser elects to exclude any Excluded Casualty/Condemnation Asset pursuant to clause (B)(1) of Section 5.2, Purchaser shall be obligated to proceed to the Closing for the Property in accordance with its the terms hereof (either including all Hotel Assets not otherwise excluded from the Property pursuant to any other provision of this Agreement, in the case of clause (a) or (b) of this sentence, or excluding the ClosingExcluded Casualty/Condemnation Assets, in the case of clause (c) of this sentence) but shall be entitled to receive the following on the Closing Date with respect to any Hotel Asset included in the Property which has suffered a Condemnation or Casualty after the Effective Date which has not been Restored by the Closing Date: (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to a Condemnation, an assignment of all of the Propertyapplicable Seller’s right, title and interest in and to the Condemnation proceeds to be awarded to such Seller as a result of such Condemnation, and (ii) with respect to a Casualty, (A) an assignment of the Company receives insurance proceeds payable on account of such Casualty (less such Seller’s reasonable cost to secure the same and less repair and restoration costs incurred by Seller to the extent that such repair and restoration costs were approved by Purchaser (unless such repair or restoration was required by the terms of the Loan Documents or the loan documents of any mortgage indebtedness encumbering the applicable Second Pool Asset(s), in which case Purchaser’s approval shall not be required); provided that the portion of the Purchase Price payable to such Seller shall be further reduced by the amount of any insurance proceeds from previously paid to such Seller on account of such casualty and not already expended towards its cost of securing the same or governmental award in repairing or restoring such condemnation or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company may not distribute such Casualty and Condemnation Proceeds to Sellers. (bHotel Asset) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to the Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) if Sellers receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company prior to the Closing, and (B) if Sellers receive the Casualty and Condemnation Proceeds after Purchase Price shall be reduced by the Closing, Sellers shall promptly deliver such proceeds (net amount of legal expenses reasonably incurred in connection any applicable insurance deductible with pursuing the proceeds or award) to the Company. (c) With respect to any insurance claims for events described in this Section 5.15, the Buyer shall have the right damage due to participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration the Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance companysuch Casualty. In addition, without in the prior written consent event of the Buyerforegoing and after appropriate credit and other items are provided to Purchaser as required by the terms of this Section 5, which Purchaser shall deliver to the applicable Seller(s) at Closing a release in form reasonably satisfactory to such Sellers whereby Purchaser releases such Sellers from all ongoing liability and/or claims by Purchaser or its affiliates, together with their respective successors and assigns, arising from such condemnation or casualty, but subject to the applicable Seller’s other obligations and liabilities set forth in this Agreement. In the event that a Hotel Asset suffers a Condemnation or a Casualty and Purchaser has elected to waive such Casualty or Condemnation and proceed to Closing, the applicable Seller shall not expend any insurance proceeds for repairs or restoration unless it has received Purchaser’s consent as to any plans or contracts for such repairs or restoration, and such Seller shall keep Purchaser informed as to the progress of any such repairs or restoration; provided that such consent shall not be unreasonably withheld, conditioned required if such repair or delayed, Sellers shall not agree to restoration is required by the terms of the Loan Documents or any settlement or other resolution the loan documents of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding $100,000 individuallymortgage indebtedness encumbering the applicable Second Pool Asset(s).

Casualty and Condemnation Proceeds. (a) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, (i) there is any damage, destruction or other casualty affecting one of the PropertyProperties (a “Casualty Event”), or any condemnation or eminent domain proceeding is completed with respect to the such Property, and (ii) the Sellers or the applicable Company receives or any of the Sellers’ or the applicable Company’s Affiliates (including Parent) receive any insurance proceeds from such casualty casualty, business interruption or governmental award in such condemnation or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company such Person receiving such proceeds may not distribute such Casualty and Condemnation Proceeds to Sellersthe Sellers or any Affiliate of a Seller (other than a Company). For the avoidance of doubt, the foregoing restriction on distributions shall not apply to any insurance proceeds received in respect of business interruption resulting from the shutdown of the Properties due to the pandemic or public health emergency caused by COVID-19. (b) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, (i) there is any damage, destruction or other casualty affecting the Propertya Casualty Event, or any condemnation or eminent domain proceeding is completed with respect to the such Property, and (ii) the Sellers or the applicable Company or any of the Sellers’ or the applicable Company’s Affiliates receive any Casualty and Condemnation Proceeds, then then, (A) if the Sellers receive or any Affiliate of a Seller (other than the applicable Company) receives the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, the Sellers or such other Affiliate shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the applicable Company immediately prior to the Closing, and (B) if the Sellers receive or any Affiliate of a Seller (other than the applicable Company) receives the Casualty and Condemnation Proceeds after the Closing, the Sellers or such other Affiliate shall promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the applicable Company. (c) With respect to any insurance claims for events described in this Section 5.154.20 that would reasonably be expected to result in the payment of money damages in excess of $250,000, the Buyer Buyers shall have the right to participate in any settlements and related discussions with the applicable insurance company, and the Sellers shall take into consideration the Buyer’s Buyers’ requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the BuyerBuyers, which consent shall not be unreasonably withheld, conditioned or delayed, the Sellers shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding $100,000 250,000 individually.

Casualty and Condemnation Proceeds. If the Premises sustains a casualty loss covered by insurance, or if the Premises or any part thereof is taken under the power of eminent domain, any insurance proceeds payable by reason of the casualty loss and any award or damages (direct or consequential) payable by reason of the taking shall be disposed of as follows: (a) If the Lease obligates Lessor to repair and restore the Premises, or such repairs and restoration are otherwise undertaken by agreement among the parties, then the insurance or condemnation proceeds shall be deposited in a special escrow account under Bank's exclusive control to be applied by Bank to the repair and restoration of the Premises in substantially the same manner construction loan proceeds are handled by Bank. Except to the extent otherwise provided in the Lease, Lessor shall be responsible for repair and restoration of the Premises. However, notwithstanding the foregoing, Bank may, at its option, apply all or any part of the insurance or condemnation proceeds to the satisfaction of the indebtedness secured by the Mortgage if: (1) The Loan is in default; (2) In the event thatcase of a casualty loss, Bank paid the insurance premium or advanced the insurance premium on behalf of Lessor or any other person or entity (regardless of whether the amount paid or advanced by Bank was added to the indebtedness secured by the Mortgage); (3) The insurance or condemnation proceeds deposited to the escrow account are insufficient to pay the anticipated costs of repairing and restoring the Premises in full, and neither Lessor nor Lessee deposits such additional sums to the escrow account as may be reasonably required by Bank to pay the anticipated costs of the repair and restoration of the Premises in full; (4) Nether Lessor nor Lessee provides at Bank's request evidence satisfactory to Bank that (i) repair and restoration of the Premises are economically feasible, (ii) Bank's security will not be significantly impaired by the repair and restoration of the Premises, (iii) Lessor has the ability and willingness to repay the Loan during the period from the date of this Agreement until the earlier of the termination of this Agreement restoration and repair in accordance with its the terms or of the Closing, (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to the PropertyLoan documents, and (iiiv) the Company receives any insurance proceeds from such casualty or governmental award in such condemnation or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company may not distribute such Casualty and Condemnation Proceeds to Sellers. (b) In the event that, during the period from the date of this Agreement until the earlier resulting value of the termination Premises after the completion of this Agreement in accordance with its terms all repairs and restoration will be equal to or greater than the Closing, (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to the Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) if Sellers receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier value of the termination of this Agreement in accordance with its terms or the Closing, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company Premises prior to the Closing, and (B) if Sellers receive the Casualty and Condemnation Proceeds after the Closing, Sellers shall promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds casualty loss or award) to the Company. (c) With respect to any insurance claims for events described in this Section 5.15, the Buyer shall have the right to participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration the Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, Sellers shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding $100,000 individually.taking;

Casualty and Condemnation Proceeds. If the Premises sustains a casualty loss covered by insurance, or if the Premises or any part thereof is taken under the power of eminent domain, any insurance proceeds payable to Landlord by reason of the casualty loss to the Premises and any award or damages (direct or consequential) payable to Landlord by reason of the taking of the Premises shall be disposed of as follows: (a) In If the event thatLease obligates Landlord to repair and restore the Premises, during or such repairs and restoration are otherwise undertaken by agreement among the period from parties, then the date of this Agreement until insurance or condemnation proceeds shall be deposited in a special escrow account under Agent's exclusive control to be applied by Agent to the earlier repair and restoration of the termination Premises in substantially the same manner construction loan proceeds are handled by Agent. Except to the extent otherwise provided in the Lease, Landlord shall be responsible for repair and restoration of this Agreement the Premises. However, notwithstanding the foregoing, Agent may, at its option, apply all or any part of the insurance or condemnation proceeds to the satisfaction of \the indebtedness secured by the Deed of Trust if: (1) An Event of Default exists under the Mortgage; (2) Intentionally Deleted; (3) The insurance or condemnation proceeds deposited to the escrow account are insufficient to pay the anticipated costs of repairing and restoring the Premises in accordance with its terms or full, and neither Landlord nor Tenant deposits such additional sums to the Closing, escrow account as may be reasonably required by Agent to pay the anticipated costs of the repair and restoration of the Premises in full; (4) Neither Landlord nor Tenant provides at Agent's request evidence satisfactory to Agent that (i) there is any damagerepair and restoration of the· Premises are economically feasible, destruction or other casualty affecting (ii) Agent's security for the Property, or any condemnation or eminent domain proceeding is completed with respect to ratable benefit of the PropertyLenders will not be significantly impaired by the repair and restoration of the Premises, and (iiiii) the Company receives resulting value of the Premises after the completion of all repairs and restoration will be equal to or greater than the value of the Premises prior to the casualty loss or taking; (5) Landlord and/or Tenant fail to obtain Agent's prior written approval (which will not be unreasonably withheld) of any plans and specifications, general contractor and contracts or agreements for the repair or restoration of the Premises; (6) Repairs and restoration are not commenced, diligently pursued, and completed within a· reasonable period of time; or (7) The Lease is terminated as a result of the casualty loss or taking. Neither Agent nor any Lender will be required to be a party to any contract or agreement for the repair or restoration ofthe Premises. Agent may disburse orre1ease funds from the escrow account to or for the benefit of Landlord and shall not be responsible for the proper application or use of funds paid or released from the escrow account. Any funds remaining in the escrow account after the repair and restoration of the Premises may be applied by Agent towards satisfaction of the indebtedness secured by the Mortgage, regardless of whether the same is then payable. The application of insurance or condemnation proceeds from such casualty in the manner described above or governmental award in such condemnation towards the satisfaction of the indebtedness secured by the Mortgage shall not extend or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then postpone the Company may not distribute such Casualty and Condemnation Proceeds to Sellersdue date of payments due under the terms of any obligation secured by the Mortgage. (b) In If the event thatLease does not obligate Landlord to repair and restore the Premises or if such repairs and restoration are not undertaken by agreement among the parties, during the period from the date any insurance or condemnation proceeds payable to Landlord shall be disposed of this Agreement until the earlier of the termination of this Agreement in accordance with its the terms or the Closing, (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to the Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) if Sellers receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company prior to the Closing, and (B) if Sellers receive the Casualty and Condemnation Proceeds after the Closing, Sellers shall promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the CompanyMortgage. (c) With respect Notwithstanding anything in this section to the contrary, Tenant shall be entitled to any insurance claims or condemnation proceeds payable to Tenant to the extent such proceeds are paid in compensation for events described damage to or the taking ofTen ant's real, personal or tangible property. (d) In the event of a foreclosure of the Mortgage, a deed in this Section 5.15lieu of foreclosure or any other transfer of title to the Premises in satisfaction of any indebtedness or obligation secured thereby, all right, title and interest of Landlord to (i) any insurance policies then in force, (ii) any insurance proceeds resulting from damage to the Buyer shall have the right Premises which occurred prior to participate in any settlements and related discussions with the applicable insurance companysuch foreclosure or transfer, and Sellers shall take into consideration the Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, Sellers shall not agree to (iii) any settlement or other resolution condemnation proceeds payable by reason of any open insurance claim that would reasonably be expected taking under the power of eminent domain which occurred prior to result in Casualty and Condemnation Proceeds exceeding $100,000 individuallysuch foreclosure or transfer, shall pass to Bank or to its grantee or to the Foreclosure Transferee.

Casualty and Condemnation Proceeds. (a) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the prior to Closing, (i) there is any damage, destruction or other casualty affecting the PropertyReal Property (a “Casualty Event”), or any condemnation or eminent domain proceeding is completed with respect to the Real Property, and (ii) the Company receives Purchased Companies receive any insurance proceeds from such casualty or governmental award in such condemnation or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company Purchased Companies may not distribute such Casualty and Condemnation Proceeds to SellersSeller. For the avoidance of doubt, notwithstanding anything to the contrary, the parties agree and acknowledge that any insurance proceeds received in respect of any Excluded Asset, Excluded Liability, business interruption resulting from the shutdown of the Real Property, or any portion thereof, due to the pandemic or public health emergency caused by COVID shall not be deemed Casualty and Condemnation Proceeds. For the avoidance of doubt, notwithstanding anything to the contrary, no COVID Action shall be taken into account when determining whether a Casualty Event has occurred. (b) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or prior to the Closing, (i) there is any damage, destruction or other casualty affecting the Propertya Casualty Event occurs, or any condemnation or eminent domain proceeding is completed with respect to the Real Property, and (ii) Sellers receive Seller receives any Casualty and Condemnation Proceeds, then (A) if Sellers receive Seller receives the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or prior to the Closing, Sellers Seller shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company prior to the Closing, and (B) if Sellers receive Seller receives the Casualty and Condemnation Proceeds after the Closing, Sellers Seller shall promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) in connection with pursuing the proceeds or award to the Company. (c) With respect to any insurance claims for events described in this Section 5.154.14, the Seller shall keep Buyer shall have the right to participate in any settlements reasonably apprised of settlement and related discussions with the applicable insurance companycompany and any such settlement shall be subject to the provisions of Section 4.1(b)(xv). (d) Notwithstanding the provisions of Section 4.14(a) through Section 4.14(c), and if on or before the Closing Date, the Real Property or any portion thereof shall be (i) damaged or destroyed by a Material Casualty or (ii) subject to a consummated Material Condemnation, Buyer shall have the right, exercised by written notice to Sellers no more than ten (10) days after Buyer has received notice of such Material Casualty or Material Condemnation, to elect to terminate this Agreement, in which case, neither Buyer or Sellers shall take into consideration the Buyer’s requests have any further rights or obligations hereunder with respect thereto as part of its negotiations with to the applicable insurance company. In addition, without the prior written consent purchase and sale of the BuyerPurchased Interests other than those which expressly survive a termination of this entire Agreement. If Buyer fails to timely elect to terminate this Agreement in accordance with this Section 4.14(d), which consent such termination right shall not be unreasonably withheldof no further force or effect. As used in this Section 4.14(d), conditioned a “Material Casualty” shall mean any damage to the Real Property or delayed, Sellers shall not agree to any settlement portion thereof by fire or other resolution of any open insurance claim casualty that would be reasonably expected to cost more than $97,500,000 to repair (as reasonably estimated by an independent and disinterested architect or registered professional engineer competent to make such estimate and selected by Buyer and approved by Seller). As used in this Section 4.14(d), a “Material Condemnation” shall mean a taking that would be reasonably be expected to result in the permanent loss in the fair market value of the Real Property in excess of $97,500,000 (as reasonably estimated by an independent valuation expert competent to make such estimate and selected by Buyer and approved by Seller). In no event shall Material Condemnation or Material Casualty and Condemnation Proceeds exceeding $100,000 individuallyinclude any actions taken by the Company or its Subsidiaries as required by applicable Law or any Public Health Measure.

Casualty and Condemnation Proceeds. (a) In the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, (i) there is any damage, destruction or other casualty affecting the PropertyOwned Real Property or the Casino & Hotel, or any condemnation or eminent domain proceeding is completed with respect to the Propertythereto (each such event, a “Casualty and Condemnation Event”), and (ii) Seller or the applicable Acquired Company receives or any of their Affiliates receive any insurance proceeds from such casualty casualty, business interruption or governmental award in such condemnation or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then (A) if such Acquired Company receives the Casualty and Condemnation Proceeds, such Acquired Company shall retain such Casualty and Condemnation Proceeds and may not distribute or pay over such Casualty and Condemnation Proceeds to Sellers. (b) In Seller or any Affiliate of Seller but shall be permitted to use such proceeds to make such repairs as Seller reasonably deems necessary to return the event that, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms Owned Real Property or the ClosingCasino & Hotel, as applicable, to at least substantially the same condition it was in prior to the Casualty or Condemnation Event or as required by any such governmental award or business interruption insurance, (iB) there is any damage, destruction or other casualty affecting the Property, if Seller or any condemnation or eminent domain proceeding is completed with respect to the Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) if Sellers receive of its Affiliates receives the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Sellers Seller shall or shall cause its Affiliates to contribute such proceeds Casualty and Condemnation Proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the applicable Acquired Company prior to the Closing, and such Acquired Company shall be permitted to use such proceeds to make such repairs as Seller reasonably deems necessary to return the Owned Real Property or the Casino & Hotel, as applicable, to at least the substantially same condition it was in prior to the Casualty or Condemnation Event or as required by any such governmental award or business interruption insurance, and (BC) if Sellers receive Seller or any of its Affiliates receives the Casualty and Condemnation Proceeds after the Closing, Sellers Seller shall or shall cause its Affiliates to promptly deliver such proceeds Casualty and Condemnation Proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the applicable Acquired Company. For the avoidance of doubt, “Casualty and Condemnation Proceeds” shall not include any amounts paid or payable to the Seller or its Affiliates after the Closing related to maintaining employees prior to Closing, which amount shall paid to the Seller. (cb) With respect to any insurance claims for events described Casualty and Condemnation Events that would reasonably be expected to result in this Section 5.15the payment of amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000), the Buyer Purchaser shall have the right to participate in any settlements and related discussions with the applicable insurance company, and Sellers Seller shall take into consideration the BuyerPurchaser’s requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the Buyer, Purchaser (which consent shall not be unreasonably withheld, conditioned conditions, or delayed), Sellers Seller shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding Two Hundred Fifty Thousand Dollars ($100,000 250,000) individually. (c) For the avoidance of doubt, none of the restrictions set forth in this Section 5.19 shall apply to any insurance proceeds received in respect of business interruption insurance resulting from the shutdown of the Casino & Hotel due to COVID.

Casualty and Condemnation Proceeds. 5.2.1 Subject to Section 5.2.2, Purchaser shall be obligated to proceed to the Closing (a) In subject to the event that, during the period from the date terms of this Agreement until Agreement) for the earlier of the termination of this Agreement Property in accordance with its the terms hereof but shall be entitled to receive the following on the Closing Date with respect to any Hotel Asset included in the Property which has suffered a Condemnation or Casualty after the Closing, Effective Date which has not been Restored by the Closing Date: (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to a Condemnation, an assignment of all of the Propertyapplicable Seller’s right, title and interest in and to the Condemnation proceeds to be awarded to such Seller as a result of such Condemnation, and (ii) with respect to a Casualty, (A) an assignment of the Company receives insurance proceeds payable on account of such Casualty (less repair and restoration costs incurred by Seller to the extent that such repair and restoration costs were approved by Purchaser) and (B) the Purchase Price shall be reduced by the sum of (i) the amount of any applicable insurance deductible with respect to any damage due to such Casualty and (ii) the amount of any uninsured costs of repair and restoration associated with such Casualty. In the event that a Hotel Asset suffers a Condemnation or a Casualty and Purchaser has elected to waive such Casualty or Condemnation and proceed to the Closing, the applicable Seller shall not expend any insurance proceeds for repairs or restoration unless it has received Purchaser’s consent as to any plans or contracts for such repairs or restoration, and such Seller shall keep Purchaser informed as to the progress of any such repairs or restoration. Nothing herein shall obligate any Seller to cause any Hotel Asset to be Restored. 5.2.2 Notwithstanding Section 5.2.1, if any Hotel Asset suffers a Casualty or Condemnation on or before the Closing Date of such Hotel Asset, then Sellers shall promptly after learning thereof provide Purchaser with notice thereof. If the damages, in the case of a Condemnation, or the cost to repair, in the case of a Casualty, when added to damages and costs to repair, as applicable, of all prior Condemnations and/or Casualties to such Hotel Asset occurring on or after the Effective Date (and which have not been previously Restored) exceed the Casualty/Condemnation Threshold, then Purchaser shall have the option, exercisable by written notice thereof to Sellers within 10 Business Days after Purchaser receives written notice from Sellers of a Condemnation or Casualty together with Appraiser’s or Adjuster’s determination of resulting damages or cost of repair, as applicable, to either (i) waive such Casualty or Condemnation and proceed to the Closing (subject to the terms of this Agreement) without any further right with respect to the same (other than as expressly set forth in Section 5.1) or (ii) terminate this Agreement as to the Hotel Asset affected by the Casualty or Condemnation (an “Excluded Casualty Asset”) and consummate the Closing as to the other applicable Hotel Assets, in which case (A) all references hereunder to such Excluded Casualty Asset shall be deemed deleted and such Excluded Casualty Asset shall not be deemed a “Real Property”, “Hotel Asset” or part of the “Property” for any purpose under this Agreement, (B) the Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded Casualty Asset and Purchaser shall receive a return of the Allocated Deposit applicable to such Excluded Casualty Asset, and (C) neither Sellers nor Purchaser shall have any further rights or obligations hereunder with regard to the such Excluded Casualty Asset, except for the rights and obligations hereunder which expressly survive termination of this Agreement. As used herein, the term “Casualty/Condemnation Threshold” with respect to any Hotel Asset means an amount equal to 10% of the Allocated Purchase Price of such Hotel Asset, and the phrase “Restored” means that the Hotel Asset in question has been repaired or restored after a casualty or condemnation occurring after the Effective Date to a condition reasonably similar to the condition such Hotel Asset was immediately prior to such casualty or governmental award condemnation. For purposes of this Agreement, the damages caused by a Condemnation shall be determined by an MAI certified appraiser selected by Sellers and reasonably approved by Purchaser (the “Appraiser”) and the cost to repair a Casualty shall be determined by the third-party insurance adjuster designated by the applicable Seller’s insurance company (the “Adjuster”); provided that in the event that Purchaser (x) does not approve the Appraiser (acting reasonably) or (y) is not satisfied with the Appraiser’s damage estimate or the Adjuster’s cost estimate, or such condemnation or eminent domain proceeding (estimates have not been obtained, in each case at least 10 Business Days prior to the Closing Date, Purchaser, in either case, “may elect by written notice, delivered within 10 Business Days after Purchaser receives notice of the selection of the Appraiser, the damage estimate of the Appraiser or the cost estimate of the Adjuster (or upon failure to receive such estimates within the timeframe specified in this Section 5.2.2) to either (1) treat the Hotel Asset as an Excluded Casualty and Condemnation Proceeds”), then Asset as provided above or (2) proceed to the Company may not distribute such Casualty and Condemnation Proceeds Closing (subject to Sellers. (b) In the event that, during the period from the date terms of this Agreement until the earlier Agreement) of the termination such affected Hotel Asset and receive an assignment of this Agreement any Condemnation awards or Casualty insurance proceeds paid or payable in respect of such Hotel Asset in accordance with its terms or the Closing, (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to the Property, and (ii) Sellers receive any Casualty and Condemnation Proceeds, then (A) if Sellers receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company prior to the Closing, and (B) if Sellers receive the Casualty and Condemnation Proceeds after the Closing, Sellers shall promptly deliver such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the CompanySection 5.2.1. (c) With respect to any insurance claims for events described in this Section 5.15, the Buyer shall have the right to participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration the Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, Sellers shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding $100,000 individually.

Casualty and Condemnation Proceeds. 5.2.1 Subject to Section 5.2.2, Purchaser shall be obligated to proceed to the Closing (a) In subject to the event that, during the period from the date terms of this Agreement until Agreement) for the earlier of the termination of this Agreement Property in accordance with its the terms hereof but shall be entitled to receive the following on the Closing Date with respect to any Hotel Asset included in the Property which has suffered a Condemnation or Casualty after the Closing, Effective Date which has not been Restored by the Closing Date: (i) there is any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed with respect to a Condemnation, an assignment of all of the Propertyapplicable Seller’s right, title and interest in and to the Condemnation proceeds to be awarded to such Seller as a result of such Condemnation, and (ii) with respect to a Casualty, (A) an assignment of the Company receives any insurance proceeds from such casualty or governmental award in such condemnation or eminent domain proceeding (in either case, “Casualty and Condemnation Proceeds”), then the Company may not distribute payable on account of such Casualty (less repair and Condemnation Proceeds restoration costs incurred by Seller to Sellers. the extent that such repair and restoration costs were approved by Purchaser) and (bB) In the event that, during Purchase Price shall be reduced by the period from the date sum of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, (i) there is the amount of any damage, destruction or other casualty affecting the Property, or any condemnation or eminent domain proceeding is completed applicable insurance deductible with respect to the Property, any damage due to such Casualty and (ii) Sellers receive the amount of any uninsured costs of repair and restoration associated with such Casualty. In the event that a Hotel Asset suffers a Condemnation or a Casualty and Purchaser has elected to waive such Casualty or Condemnation Proceeds, then (A) if Sellers receive the Casualty and Condemnation Proceeds during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Sellers shall contribute such proceeds (net of legal expenses reasonably incurred in connection with pursuing the proceeds or award) to the Company prior proceed to the Closing, the applicable Seller shall not expend any insurance proceeds for repairs or restoration unless it has received Purchaser’s consent as to any plans or contracts for such repairs or restoration, and (B) such Seller shall keep Purchaser informed as to the progress of any such repairs or restoration. Nothing herein shall obligate any Seller to cause any Hotel Asset to be Restored. 5.2.2 Notwithstanding Section 5.2.1, if Sellers receive any Hotel Asset suffers a Casualty or Condemnation on or before the Casualty and Condemnation Proceeds after the ClosingClosing Date of such Hotel Asset, then Sellers shall promptly deliver after learning thereof provide Purchaser with notice thereof. If the damages, in the case of a Condemnation, or the cost to repair, in the case of a Casualty, when added to damages and costs to repair, as applicable, of all prior Condemnations and/or Casualties to such proceeds Hotel Asset occurring on or after the Effective Date (net of legal expenses reasonably incurred in connection with pursuing and which have not been previously Restored) exceed the proceeds or award) to the Company. (c) With respect to any insurance claims for events described in this Section 5.15Casualty/Condemnation Threshold, the Buyer shall have the right to participate in any settlements and related discussions with the applicable insurance company, and Sellers shall take into consideration the Buyer’s requests with respect thereto as part of its negotiations with the applicable insurance company. In addition, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, Sellers shall not agree to any settlement or other resolution of any open insurance claim that would reasonably be expected to result in Casualty and Condemnation Proceeds exceeding $100,000 individually.then