Common use of Casualty and Condemnation Clause in Contracts

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Real Property occurring prior to the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice In the event of any condemnationcasualty or condemnation affecting the Premises, damage or destruction and notwithstanding any other provision of the Real Property occurring prior this Lease to the Closing together withcontrary, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the any net proceeds of any insurance or condemnation award that are required to be applied to restoration of the Premises or payment under any insurance policies Installations shall be payable to Leasehold Mortgagee (other or if there is more than business interruption or rental loss insurance applicable one Leasehold Mortgage, to the period prior Leasehold Mortgagee having senior priority) and administered by such Leasehold Mortgagee for application to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement restoration in accordance with this Article 12the provisions of the Lease and the terms and conditions governing such application as set forth in the Leasehold Mortgage, it being agreed that such terms and receiving an assignment from Seller conditions may not change the obligation of Seller’s rightLandlord or Tenant under the Lease to restore the Premises in a timely manner, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice in any case not involving a total condemnation of the Premises in which any such termination proceeds are not required under the Lease to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller be applied to restoration of the Premises or Installations, all such material condemnation, damage or destruction and, if necessary, the Closing date proceeds not required for such restoration shall be extended payable first to give Purchaser Leasehold Mortgagee (or if there is more than one Leasehold Mortgage, to each Leasehold Mortgagee in order of priority) until the full twenty (20) day period to make such election. Ifindebtedness and obligations under each Leasehold Mortgage have been paid and satisfied in full, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, after which they shall be applied toward paid to or apportioned between Landlord and/or Tenant as provided under the payment other provisions of the Purchase Price this Lease, and (iii) no election by Tenant to the extent terminate this Lease upon any such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance casualty or condemnation claim with respect to shall be effective without the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLeasehold Mortgagee.

Casualty and Condemnation. Promptly upon learning thereof, Seller (a) Borrower shall give Purchaser written prompt notice to Lender of any condemnationCasualty or Condemnation in excess of $250,000. Subject to the Encumbered Property Debt Documents, damage Leases and each Qualified Joint Venture Agreement, Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or destruction cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default has occurred and is continuing, Borrower may settle and adjust any claim not in excess of $2,500,000 if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Real Indebtedness and shall be reimbursed by Borrower to Lender within 10 Business Days of demand therefor. (b) Subject, where applicable, to the Encumbered Property occurring Debt Documents, Qualified Joint Venture Agreements, and any Leases, all Loss Proceeds shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the applicable Property to be of at least equal value and of substantially the same character as prior to the Closing together withCasualty, all in accordance with the terms hereof applicable to Alterations (unless such Property has been released in accordance herewith). If, at any Property, a Condemnation or Casualty occurs as to which, in the reasonable judgment of Lender: (i) in the case of a casualtyCasualty, a reasonably detailed estimate the cost of restoration would not exceed 25% of the cost applicable Allocated Loan Amount and the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If be completed prior to the Closing all expiration of rental interruption insurance and at least six months prior to the Maturity Date; and (iv) after such restoration, the fair market value of the restored Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); or if Lender otherwise elects to allow Borrower to restore such Property or if restoration of such Property is required under a Major Lease or a material portion Ground Lease, then, provided no Event of the Real Property is condemned, damaged or destroyed, Purchaser Default shall have occurred and is continuing, the option Loss Proceeds after receipt thereof by Lender and reimbursement of either any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below (and Borrower shall commence as promptly and diligently as reasonably practicable to prosecute such restoring, repairing, replacing or rebuilding of such Properties in a workmanlike fashion and in accordance with applicable law to a status at least equivalent to the quality and character of such Properties immediately prior to the Condemnation or Casualty or such other character and with such other alterations as is reasonably consented to by Lender). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse such Loss Proceeds to Borrower upon Lender’s being furnished with (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable evidence reasonably satisfactory to the period prior to Closing) toward the payment it of the Purchase Price to estimated cost of completion of the extent such condemnation awards or insurance payments have been received by Sellerrestoration, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by delivering written notice of such termination Lender to Seller exceed $2,000,000 be submitted to and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, approved by Lender prior to the Closing, a portion commencement of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, work (which approval shall not be unreasonably withheld). For purposes If Lender reasonably estimates that the cost to restore will exceed $2,000,000, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of this Article 12such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. (c) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the term “material portion” expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. (d) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(b) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall mean be applied on the first Payment Date following such election to the prepayment of the Loan (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking without the payment of any Prepayment Fee) and shall be accompanied by interest through the end of the Improvements, any parking spaces, any ingress or egress or any other portion of applicable Interest Accrual Period (calculated as if the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect amount prepaid were outstanding for the use, value, operation or legal compliance of the Real Propertyentire Interest Accrual Period). If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000Note has been bifurcated into multiple Note Components pursuant to Section 1.3(c), Seller shall elect, by written notice within ten (10) days all prepayments of the occurrence Loan made by Borrower in accordance with this Section 5.16(d) shall be applied to the Note Components in ascending order of interest rate (i.e., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. The Release Price for any Property for which Loss Proceeds are applied to repayment of the Loan pursuant to this Section 5.16(d) shall be reduced by the amount of such damage repayment. If Loss Proceeds are not made available to restore any Property and are applied to the prepayment of any Encumbered Property Debt or destruction either the Loan, Borrower shall be entitled to terminate this Agreement or to close obtain the transaction contemplated hereby with a reduction release of the Purchase applicable Property pursuant to Section 2.2, provided that (i) Borrower shall not be obligated to satisfy the requirements of clauses (2) or (3) of Section 2.2(a) in connection with such release, and (ii) the appropriate Release Price equal shall be the Unaffiliated Release Price with respect thereto. (e) Notwithstanding anything in this Section 5.16 to the costs of repairing contrary, with respect to Encumbered Properties, Loss Proceeds shall be applied in accordance with the Real PropertyEncumbered Property Debt Documents, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserafter such application, any excess Loss Proceeds shall be applied in accordance with this Section 5.16.

Casualty and Condemnation. Promptly upon learning thereof(a) If any Casualty to the Leased Premises occurs, Seller Tenant shall give Purchaser written Landlord and Lender immediate notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under any of the insurance policies required by Paragraph 16 (a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the insurers and Landlord shall have the right to join with Tenant therein. The final adjustment, settlement or compromise of any condemnation, damage or destruction claim in excess of the Real Property occurring prior $500,000 shall be subject to the Closing together withprior written approval of Landlord, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, such claim, adjustment, settlement or compromise. Notwithstanding the foregoing, in the case of a casualtyevent that any such adjustment, a reasonably detailed estimate settlement or compromise shall be for not less than 100% of the replacement cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material of that portion of the Real Property Leased Premises damaged by such Casualty, Landlord's consent to such adjustment, settlement or compromise shall not be required. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is condemnedhereby authorized and directed to make payment under said policies, damaged or destroyedincluding return of unearned premiums, Purchaser directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant's attorneys-in-fact to endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent that any Mortgage so provides. (b) Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. So long as no Event of Default exists, Tenant is authorized to collect, settle and compromise the amount of any Net Award and Landlord shall have the option right to join with Tenant herein. If an Event of either (i) applying Default exists, Landlord shall be authorized to collect, settle and compromise the proceeds amount of any condemnation award Net Award and Tenant shall not be entitled to participate with Landlord in any Condemnation proceeding or payment negotiations under any insurance policies (other than business interruption threat thereof or rental loss insurance applicable to contest the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy Condemnation or the amount of the Net Award therefor. No agreement with any uninsured losscondemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord. Subject to the provisions of this Paragraph 17(b), provided Seller has Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant's leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant's right to any award or payment on account of Tenant's trade fixtures, equipment or other tangible property which is not terminated this Agreement in accordance with this Article 12part of the Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and receiving an assignment from Seller of Seller’s rightdoes make, title a separate claim therefor against the condemnor and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, claim does not in any way reduce either the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion amount of the Real Property is condemned, damaged or destroyed award otherwise payable to Landlord for the Condemnation of Landlord's fee interest in the Improvements and such portion is not a material portion of Equipment and leasehold interest in the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies Land or the amount of the award (if any) otherwise payable for the Condemnation of Tenant's leasehold interest hereunder. The rights of Landlord under this Paragraph 17(b) shall also be extended to Lender if and to the extent that any uninsured lossMortgage so provides. (c) If any Partial Casualty (whether or not insured against) or Partial Condemnation shall occur, provided Seller has not terminated this Agreement Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations. Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraph 12(a), shall commence and diligently continue to restore the Leased Premises as nearly as possible to their value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Lease). So long as no Event of Default exists, any Net Award up to and including $500,000 shall be paid by Landlord to Tenant and Tenant shall restore the Leased Premises in accordance with this Article 12, shall be applied toward the payment requirements of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes Paragraph 13(b) of this Article 12, the term “material portion” shall mean (A) damage that will cost Lease. Any Net Award in excess of Five Million Dollars $500,000 shall ($5,000,000), unless such Casualty resulting in the Net Award is a Termination Event) be made available by Landlord (or will take longer than six months, Lender if the terms of the Mortgage so require) to repair, or (B) condemnation that results in a taking Tenant for the restoration of any of the Improvements, any parking spaces, any ingress or egress or any other portion Leased Premises pursuant to and in accordance with and subject to the provisions of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real PropertyParagraph 19 hereof. If any Casualty or Condemnation which is not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply with the damage or destruction arises out terms and conditions of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserParagraph 18.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Real Property occurring prior to the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by SellerClosing. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyeddestroyed by an insured casualty, Purchaser shall have the option of either (ia) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to for the period prior to Closingthe Closing Date) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or insurance payments not theretofore received by SellerSeller and to any business interruption or rental loss insurance for the period after the Closing Date, or (iib) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty ten (2010) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such electiondestruction. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or insurance payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle payments and to any business interruption or rental loss insurance or condemnation claim with respect to for the Real Property following period after the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserClosing Date.

Casualty and Condemnation. Promptly upon learning thereof, Seller Mortgagor shall give Purchaser Mortgagee prompt written notice of (i) the occurrence of any condemnationcasualty affecting the Mortgaged Property or any portion thereof, (ii) or the institution of any proceedings for eminent domain or for the condemnation of, the Mortgaged Property or any portion thereof or (iii) any written notification threatening the institution of any proceedings for eminent domain or for the condemnation of the Mortgaged Property or any portion thereof or any written request to execute a deed in lieu of condemnation affecting the Mortgaged Property. Subject to the following sentence, all insurance proceeds on the Mortgaged Property, and all causes of action, claims, compensation, awards and recoveries for any damage, condemnation or taking of all or any part of the Mortgaged Property or for any damage or destruction injury to it for any loss or diminution in value of the Real Mortgaged Property, shall be paid to Mortgagee. Mortgagee may participate in any suits or proceedings relating to any such proceeds, causes of action, claims, compensation, awards or recoveries, and Mortgagee is hereby authorized, in its own name or in Mortgagor’s name, to adjust any loss covered by insurance or any condemnation claim or cause of action, and to settle or compromise any claim or cause of action in connection therewith, and Mortgagor shall from time to time deliver to Mortgagee any instruments required to permit such participation; provided, however, that, so long as no Event of Default shall have occurred and be continuing, Mortgagee shall not have the right to participate in the adjustment of any loss or the receipt of any sums hereunder which is not in excess of the lesser of (i) five percent (5%) of the then outstanding principal balance of the Note and (ii) $200,000, and Mortgagor may receive such funds from any loss not in excess of the foregoing directly to be used for repair or restoration of the Mortgaged Property occurring in accordance with the terms hereof. Mortgagee shall apply any sums received by it under this Section first to the payment of all of its costs and expenses (including, but not limited to, reasonable legal fees and disbursements) incurred in obtaining those sums, and then, as follows: (a) In the event that less than forty percent (40%) of the Improvements located on the Premises have been taken or destroyed, then if and so long as: (1) no Event of Default has occurred and is continuing hereunder or under any of the other Loan Documents, and (2) the Mortgaged Property can, in Mortgagee’s reasonable judgment, with diligent restoration or repair, be returned in all material respects to a condition substantially the same as the condition thereof that existed prior to the Closing together withcasualty or partial taking causing the loss or damage within the earlier to occur of (i) nine (9) months after the receipt of insurance proceeds or condemnation awards by either Mortgagor or Mortgagee but in any event prior to the expiration or lapse of rent loss or general business income necessary to satisfy current obligations of the Loan, and (ii) six (6) months prior to the stated maturity date of the Note, and (3) all necessary governmental approvals can be obtained to allow the rebuilding and reoccupancy of the Mortgaged Property as described in Section (a)(2) above, and (4) there are sufficient sums available (through insurance proceeds or condemnation awards and contributions by Mortgagor or otherwise, the full amount of which shall, at Mortgagee’s option, have been deposited with Mortgagee) for such restoration or repair (including, without limitation, for any reasonable costs and expenses of Mortgagee to be incurred in administering said restoration or repair) and for payment of principal and interest to become due and payable under the Note during such restoration or repair, and (5) the economic feasibility of the Improvements after such restoration or repair will be such that income from their operation is reasonably anticipated to be sufficient to pay operating expenses of the Mortgaged Property and debt service on the Debt in full with the same coverage ratio considered by Mortgagee in its determination to make the loan secured hereby, and (6) in the event that the insurance proceeds or condemnation awards received as a result of such casualty or partial taking exceed the lesser of (i) five percent (5%) of the then outstanding principal balance of the Note and (ii) $200,000, Mortgagor shall have delivered to Mortgagee, at Mortgagor’s sole cost and expense, an appraisal report in form and substance reasonably satisfactory to Mortgagee appraising the value of the Mortgaged Property as proposed to be restored or repaired to be not less than the appraised value of the Mortgaged Property considered by Mortgagee in its determination to make the loan secured hereby, and (7) Mortgagor so elects by written notice delivered to Mortgagee within fifteen (15) days after settlement of the aforesaid insurance or condemnation claim, then, Mortgagee shall, solely for the purposes of such restoration or repair, advance so much of the remainder of such sums as may be required for such restoration or repair, and any funds deposited by Mortgagor therefor, to Mortgagor in the manner and upon such terms and conditions as would be required by a prudent interim construction lender, including, but not limited to, the reasonable prior approval by Mortgagee of plans and specifications, contractors and form of construction contracts and the furnishing to Mortgagee of permits, bonds, lien waivers, invoices, receipts and affidavits from contractors and subcontractors, in form and substance reasonably satisfactory to Mortgagee in its discretion, with any remainder being applied by Mortgagee for payment of the Debt in whatever order Mortgagee directs in its absolute discretion. (b) In all other cases, namely, in the case of a casualty, a reasonably detailed estimate event that forty percent (40%) or more of the cost Improvements located on the Premises have been taken or destroyed or Mortgagor does not elect to restore or repair the damage Mortgaged Property pursuant to clause (a) above or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior otherwise fails to meet the requirements of clause (a) above, then, in any of such events, Mortgagee shall elect, in Mortgagee’s absolute discretion and without regard to the Closing all or a material portion adequacy of Mortgagee’s security, to do either of the Real Property is condemned, damaged or destroyed, Purchaser shall have following: (1) apply the option remainder of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable such sums received pursuant to the period prior this Section to Closing) toward the payment of the Purchase Price Debt in whatever order Mortgagee directs in its absolute discretion (and, if required under applicable law so to do, to accelerate the maturity date of the Note and declare any and all of the Debt to be immediately due and payable), with any remainder being paid to Mortgagor, or (2) notwithstanding that Mortgagor may have elected not to restore or repair the Mortgaged Property pursuant to the extent provisions of Section 1.9(a)(7) above, require Mortgagor to restore or repair the Mortgaged Property in the manner and upon such condemnation awards or insurance payments have been received terms and conditions as would be required by Sellera prudent interim construction lender, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or including, but not limited to, the amount deposit by Mortgagor with Mortgagee, within thirty (30) days after demand therefor, of any uninsured lossdeficiency reasonably determined by Mortgagee to be necessary in order to assure the availability of sufficient funds to pay for such restoration or repair, provided Seller has including Mortgagee’s costs and expenses to be incurred in connection therewith, the reasonable prior approval by Mortgagee of plans and specifications, contractors and form of construction contracts and the furnishing to Mortgagee of permits, bonds, lien waivers, invoices, receipts and affidavits from contractors and subcontractors, in form and substance reasonably satisfactory to Mortgagee in its discretion, and apply the remainder of such sums toward such restoration and repair, with any balance thereafter remaining being applied by Mortgagee for payment of the Debt in whatever order Mortgagee directs in its absolute discretion. Notwithstanding Section 1.9(b)(1) hereof, Mortgagee shall not terminated accelerate the maturity date of the Note pursuant to Section 1.9(b)(1) if the Mortgaged Property is released from the lien of this Agreement Mortgage in connection with a Defeasance (as defined in the Note) in accordance with this Article 12Section 1.5(d) of the Note. Any reduction in the Debt resulting from Mortgagee’s application of any sums received by it hereunder shall take effect only when Mortgagee actually receives such sums and elects to apply such sums to the Debt and, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessaryevent, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a unpaid portion of the Real Property is condemnedDebt shall remain in full force and effect and Mortgagor shall not be excused in the payment thereof. Partial payments received by Mortgagee, damaged or destroyed and such portion is not a material portion of as described in the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12preceding sentence, shall be applied toward first to the final payment due under the Note and thereafter to installments due under the Note in the inverse order of their due date. If Mortgagor elects or Mortgagee directs Mortgagor to restore or repair the Mortgaged Property after the occurrence of a casualty or partial taking of the Purchase Price to Mortgaged Property as provided above, Mortgagor shall promptly and diligently, at Mortgagor’s sole cost and expense and regardless of whether the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance proceeds or condemnation claim award, as appropriate, shall be sufficient for the purpose, restore, repair, replace and rebuild the Mortgaged Property as nearly as practicable to its value, condition and character immediately prior to such casualty or partial taking in accordance with respect the foregoing provisions and Mortgagor shall pay to Mortgagee all costs and expenses of Mortgagee incurred in administering said rebuilding, restoration or repair, provided that Mortgagee makes such proceeds or award available for such purpose. Mortgagor agrees to execute and deliver from time to time such further instruments as may be requested by Mortgagee to confirm the Real Property following foregoing assignment to Mortgagee of any award, damage, insurance proceeds, payment or other compensation. Mortgagee is hereby irrevocably constituted and appointed the Effective Date without first receiving Purchaser’s prior written consent theretoattorney-in-fact of Mortgagor (which power of attorney shall be irrevocable so long as any portion of the Debt is outstanding, which shall be deemed coupled with an interest, shall survive the voluntary or involuntary dissolution of Mortgagor and shall not be unreasonably withheld. For purposes affected by any disability or incapacity suffered by Mortgagor subsequent to the date hereof), with full power of substitution, subject to the terms of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six monthsSection, to repairsettle for, collect and receive any such awards, damages, insurance proceeds, payments or (B) condemnation that results other compensation from the parties or authorities making the same, to appear in a taking of and prosecute any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk proceedings therefor and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller give receipts and reasonably acceptable to Purchaseracquittances therefor.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Real Property hereafter occurring prior to the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by SellerClosing. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) proceeding to Closing pursuant to this Agreement and applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closinginsurance) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by SellerSeller and not applied to repair or restoration, receiving from Seller as a credit against the Purchase Price an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty fifteen (2015) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, (and the Closing date Date shall be extended as needed to give Purchaser allow for the full twenty (20) lapse of such 15-day period period), in which case the Deposit shall be returned to make such electionPurchaser. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, then Purchaser shall proceed to Closing pursuant to this Agreement and the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured losspayment, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and not applied to repair or restoration, and an amount equal to any applicable deductible (in the case of insurance) shall be applied toward the payment of the Purchase Price, and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Following the Investigation Period, Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving obtain Purchaser’s prior written consent thereto, which shall not be unreasonably withheldapproval prior to making expenditures for the repair of any damage caused by casualty or condemnation unless such repair is required under any Lease or the existing loan with JPMorgan Chase Bank. For purposes of this Article 12XII, the term “material portion” shall mean (Aa) damage that will cost in excess of Five Million Dollars a portion greater than five percent ($5,000,0005%), by square feet, of all of the Buildings or will take longer more than six monthstwenty-five percent (25%), by square feet, of any single Building, (b) any Major Tenant has the right to repairterminate its respective Lease and has not waived such right, (c) more than twenty percent (20%) of the tenants (by rentable square feet) of the Property or any single Building has the right to terminate their Leases and have not waived such right, (d) such portion as results in the absence of commercially reasonable access to the Property, or (Be) condemnation such portion that results in a taking material and adverse reduction in the number of any of parking spaces at the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall (a) Grantor will give Purchaser written Lender notice of any condemnationCasualty immediately after it occurs and will give Lender notice of any Proceeding in Condemnation immediately after Grantor receives notice of commencement or notice that such a Proceeding will be commencing. Grantor immediately will deliver to Lender copies of all documents Grantor delivers or receives relating to the Casualty or the Proceeding, as the case may be. (b) If the amount of any Insurance Proceeds or Condemnation Awards, as estimated by Lender in its sole but reasonable discretion, is equal to or less than Five Hundred Thousand Dollars ($500,000), and if Grantor is not at the date of the Casualty subject of an Event of Default beyond any applicable notice and cure period, then in the event of both such instances Grantor shall be authorized to act without Lender's review or consent in collecting, adjusting and compromising any claims for loss, damage or destruction of under the Real Property occurring prior Policies or with any Condemnation Proceeding, as may be applicable. If Grantor is entitled to settle such claims without Lender's review or consent, Grantor shall still be required to have the Closing together withInsurance proceeds or Condemnation Awards, in as the case may be, held and applied in accordance with the terms of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. this Section 7.2 (c) If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured lossInsurance Proceeds or Condemnation Award exceeds $500,000, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by SellerLender's sole but reasonable estimation, or if any Event of Default under any Loan Document then remains uncured beyond any applicable notice or cure period (ii) terminating this Agreement by delivering written notice of each such termination event, a "Consent Trigger"), then Grantor authorizes Lender, at Lender's option, to Seller act on Grantor's behalf to collect, adjust and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnationcompromise any claims for loss, damage or destruction andunder the Policies on such terms as Lender determines in Lender's sole discretion. Further, if necessary, in the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds event of any condemnation award Consent Trigger, Grantor authorizes Lender to act, at Lender's option, on Grantor's behalf in connection with any Condemnation Proceeding. Grantor will execute and deliver to Lender all documents requested by Lender and all documents as may be required by Law to confirm such authorizations. Nothing in this Section will be construed to limit or payment and any applicable deductible under any insurance policies prevent Lender from joining with Grantor either as a co-defendant or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest as a co-plaintiff in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserCondemnation Proceeding.

Casualty and Condemnation. Promptly upon learning thereofSubject to the other terms of this Article 5 and Section 13.1(g) and Section 13.1(h), if at any time after the Execution Date and prior to the Closing, any Oil & Gas Asset is (a) damaged or destroyed by casualty loss (not including normal wear and tear, downhole mechanical failure or reservoir changes) or (b) expropriated or taken into condemnation or under right of eminent domain (clauses (a) and (b) each, a “Casualty Loss”), the Parties shall nevertheless be required to consummate the Closing. At Closing, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Real Property occurring prior contribute to the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost Company all sums paid to repair the damage Seller or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies its Affiliates (other than business interruption or rental loss insurance applicable the Company) by Third Parties by reason of any Casualty Losses insofar as with respect to the period prior to Closing) toward the payment of the Purchase Price Oil & Gas Assets. Seller shall also assign, transfer and set over to the extent such condemnation awards Company or insurance payments have been received by Seller, receiving from Seller an amount equal subrogate the Company to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller all of Seller’s (and its Affiliates’, but excluding the Company’s) right, title and interest (if any) in any such awards or payments not theretofore received by Sellerinsurance claims, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any and other portion of the Real Property whichrights, in each case, in against Third Parties arising out of such Casualty Losses insofar as with respect to the Oil & Gas Assets; provided, however, that Seller shall reserve and retain (and Buyer shall (and shall cause the Company to) assign to Seller) all right, title, and interest to any claims against Third Parties for the recovery of Seller’s reasonable judgment, would materially affect costs and expenses (if any) incurred by Seller or the use, value, operation Company prior to Closing in pursuing or legal compliance of asserting any such insurance claims or other rights against Third Parties with respect to such Casualty Loss. Prior to the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000)Closing, Seller shall electgive Buyer prompt notice of any Casualty Loss of which Seller obtains Knowledge (other than any Casualty Loss that is de minimis in nature), and Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss without first obtaining the written notice within ten consent of Buyer, which consent may not be unreasonably withheld, conditioned or delayed. In the event that the Parties have failed to agree in good faith by the Closing on the Casualty Loss amount, such Casualty Loss amount will be determined by a single independent arbitrator (10the “Casualty Arbitrator”) days of with relevant experience in accordance with the occurrence procedures set forth in Section 3.1(h) (including with respect to the selection of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Propertyarbitrator), as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchasermutatis mutandis.

Casualty and Condemnation. Promptly upon learning thereof(a) If, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Real Property occurring prior to the Closing together withDate, in the case of a casualtyProperty and the improvements thereon shall be destroyed or damaged by fire or other casualty costing more than $100,000 to repair, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser Buyer shall have the option of either (ito be exercised in the manner hereinafter provided) applying to (l) terminate this Agreement, in which event the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable Xxxxxxx Money shall be promptly returned to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by SellerBuyer, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured lossand thereupon, provided Seller has not terminated this Agreement in accordance with this Article 12shall become null and void, and receiving an assignment from Seller of Seller’s rightneither party shall have any further rights or obligations hereunder, title and interest in any such awards or payments not theretofore received by Seller, except as other expressly provided herein; or (ii) terminating this Agreement upon the Closing Date Seller shall assign to Buyer the interest of Seller in any to any insurance proceeds with respect to said damage. Seller agrees to give Buyer notice of any fire or other casualty within seventy- two (72) hours after any such event, and Buyer may exercise such option by delivering written notice to Seller within twenty (2) days following the receipt of such termination to Seller and Escrow Agent within notice. If the Closing Date is less then twenty (20) days after Purchaser has received written notice from Seller of such material condemnationfollowing the last day on which Buyer is entitled to elect to terminate this Agreement, damage or destruction and, if necessary, then the Closing date shall be extended to give Purchaser the full twenty (20) day period to make delayed until Buyer makes such election. If, prior to . (b) If after the Effective Date and before Closing, all or a substantial portion of the Real Property is condemnedcondemned by any legally constituted authority, damaged or destroyed and such portion a notice of intent to condemn is not a material issued for any portion of the Real Property, or any portion of the proceeds Property is sold in lieu of any contamination (all of which actions shall generically be referred to as a OcondemnationO), Buyer shall determine, in its reasonable discretion, the effect of the condemnation award on the Property and the financial viability of this Agreement. Within 60 days after notice of intent to condemn is received by Buyer, Buyer shall notify Seller in writing of BuyerOs decision to either (i)terminate this Agreement, in which event all Xxxxxxx Money paid by Buyer shall be immediately refunded by Title Company to Buyer, or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated (ii)leave this Agreement in accordance with this Article 12full force and effect and proceed to Close, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and in which case Seller shall assign to Purchaser Buyer all of Seller’s right's rights under the condemnation, title or if the amount of the award is then ascertained or has been paid to Seller, the Purchase Price shall be reduced by an amount equal to the award, and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect retain the rights to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent theretoaward. If this Agreement is terminated by Buyer under alternative (i)above, all Xxxxxxx Money shall be returned to Buyer, and neither Buyer nor Seller shall have any further obligations or rights under this Agreement other than those which shall are expressly stated to survive a termination. If Buyer does not be unreasonably withheld. For purposes of terminate this Article 12Agreement, the term “material portion” "Property" as used herein shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, refer to repair, or (B) condemnation that results in a taking of any the remainder of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Propertyafter condemnation. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars Closing Date is less than sixty ($5,000,000), Seller shall elect, by written notice within ten (1060) days of following the occurrence of such damage or destruction either last day on which Buyer is entitled to elect to terminate this Agreement or to close Agreement, then the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserClosing shall be delayed until Buyer makes such election.

Casualty and Condemnation. Promptly upon learning thereof(a) If any Casualty to the Leased Premises occurs the insurance proceeds for which is reasonably estimated by Tenant to be equal to or in excess of $50,000, Seller Tenant shall give Purchaser written Landlord and each Lender prompt notice thereof. Subject to the rights of any condemnationLender under its Loan Documents, damage or destruction Tenant is hereby authorized to adjust, collect and compromise all claims under any of the Real Property occurring prior insurance policies required by Paragraph 16 (a) (except public liability insurance claims payable to a Person other than Tenant or Landlord) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser insurers and Landlord shall have the option of either (i) applying the proceeds of right to join with Tenant therein. No agreement or settlement with any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or insurer on the amount of any uninsured insurance proceeds to be paid shall be made by Tenant without the written consent of Landlord and, to the extent required by the Loan Documents, each Lender. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, provided Seller has not terminated this Agreement in accordance with this Article 12receipts, vouchers and receiving an assignment from Seller of Seller’s right, title releases. Each insurer is hereby authorized and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period directed to make such election. Ifpayment under said policies directly to a Lender or Landlord, prior whichever is applicable, to the Closingextent contemplated in Paragraph 16(h). (b) Tenant, promptly upon receiving a portion of Condemnation Notice, shall notify Landlord thereof. Subject to the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds rights of any condemnation award or payment Lender under its Loan Documents, Tenant is authorized to, settle and any applicable deductible under any insurance policies or compromise the amount of any uninsured lossNet Award and Landlord shall have the right to join with Tenant therein. No agreement with any condemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord and, to the extent required by the Loan Documents, each Lender. Subject to the provisions of this Paragraph 17(b), Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant's leasehold interest hereunder or otherwise; provided, however, that nothing in this Lease shall impair Tenant's right to any award or payment on account of Tenant's trade fixtures, equipment or other tangible property which does not constitute Fixtures, moving expenses or loss of business, if available, to the extent that Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor. (c) If any Partial Casualty or Partial Condemnation shall occur to the Leased Premises, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations, except as provided Seller has not terminated this Agreement in Paragraph 19(b). Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraph 12, shall commence and diligently continue to restore the Leased Premises as nearly as possible to their value, condition and character prior to such event. Any Net Award up to and including $1,000,000 shall, subject to the rights of any Lender under its Loan Documents and provided no Event of Default exists, be paid by Landlord to Tenant and Tenant shall restore the Leased Premises in accordance with this Article 12, shall be applied toward the payment requirements of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes Paragraph 13(b) of this Article 12, the term “material portion” shall mean (A) damage that will cost Lease. Any Net Award in excess of Five Million Dollars $1,000,000 or any Net Award of $1,000,000 or less if an Event of Default then exists shall ($5,000,000unless such Casualty resulting in the Net Award is a Termination Event), or will take longer than six monthssubject to the rights of any Lender under its Loan Documents, be made available by a Lender to repairTenant for the restoration of the Leased Premises pursuant to and in accordance with the requirements of such Lender's Loan Document, or if no Lender then exists, by Landlord to Tenant for the restoration of the Leased Premises pursuant to and in accordance with the provisions of Paragraph 19 hereof. If any Casualty or Condemnation which is not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply with the terms and conditions of Paragraph 18. (Bd) condemnation that results in a taking The terms and provisions of this Paragraph 17 shall be subject to all of the rights and requirements of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLender under its Loan Documents.

Casualty and Condemnation. Promptly upon learning thereofIn the event that a Casualty Event or Condemnation shall have occurred prior to Closing, Seller except to the extent of a Material Casualty Event or Material Condemnation Event that results in a termination of this Agreement pursuant to Section 8.01(d), (i) with respect to any Condemnation, Buyers, at Closing, shall give Purchaser written notice receive a credit against the Membership Interests Purchase Price for the actual amount of any condemnationaward paid to the Seller, damage net of any actual reasonable, out-of-pocket expenses incurred in obtaining same and less any portion of such award applied by the Seller or destruction Greektown to restoration of the applicable Company Real Property occurring in compliance with Section 6.01 in a good and workerlike manner and in compliance with applicable law and contracts using new materials, the quality of which is not less than that of the affected Company Real Property and using duly licensed, reputable and financially solvent architects, engineers and contractors, and an assignment of the Seller’s right to any award then payable or that thereafter may become payable by or on behalf of the condemning authority with respect to the Company Real Property and (ii) with respect to any Casualty Event, the Buyers, at Closing, shall receive a credit against the Membership Interests Purchase Price for the amount of the deductible with respect to any applicable insurance policies plus all insurance proceeds actually received by the Seller as a result of such loss, net of any actual reasonable, out-of-pocket expenses incurred in obtaining same and less any portion of such insurance proceeds (x) applied by the Seller or Greektown to restoration of the applicable Company Real Property in compliance with Section 6.01 in a good and workerlike manner and in compliance with applicable law and contracts using new materials, the quality of which is not less than that of the affected Company Real Property and using duly licensed, reputable and financially solvent architects, engineers and contractors or (y) constituting proceeds of business interruption that is applicable to any period prior to the Closing together withDate, in the case of a casualty, a reasonably detailed estimate and an assignment of the cost Seller’s rights to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy proceeds then payable or the amount of any uninsured loss, provided that thereafter may become payable. The Seller has not terminated this Agreement in accordance with this Article 12shall not, and receiving an assignment from Seller of Seller’s rightshall cause the Company and each Company Subsidiary not to, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to any Material Casualty Event or Material Condemnation Event without the Real Property following the Effective Date without first receiving Purchaser’s Buyers’ prior written consent theretoconsent, which consent shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), withheld or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserdelayed.

Casualty and Condemnation. Promptly upon learning thereof(a) Subject to the provisions of this Section 15 and Section 16 (in the event Lessee delivers, Seller shall give Purchaser written notice of any condemnationor is obligated to deliver, damage or destruction of the Real Property occurring a Substitution Notice), and prior to the Closing together with, in the case occurrence and continuation of a casualtyLease Event of Default, a reasonably detailed estimate Lessee shall be entitled to receive (and Lessor hereby irrevocably assigns to Lessee all of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s Lessor's right, title and interest in) any award, compensation or insurance proceeds to which Lessee or Lessor may become entitled by reason of their respective interests in any the Equipment (i) if all or a portion of such awards Equipment is damaged or payments not theretofore received destroyed in whole or in part by Seller, a Casualty or (ii) terminating if the use, access, easement rights or title to such Equipment or any part thereof is the subject of a Condemnation; provided, however, if a Lease Event of Default shall have occurred and be continuing such award, compensation or insurance proceeds shall be paid directly to Lessor or, if received by Lessee, shall be held in trust for Lessor, and shall be paid over by Lessee to Lessor. (b) So long as no Lease Event of Default has occurred and is continuing, Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At Lessee's reasonable request, and at Lessee's sole cost and expense, Lessor and the Collateral Agent shall participate in any such proceeding, action, negotiation, prosecution or adjustment. Lessor and Lessee agree that this Agreement by delivering written Lease shall control the rights of Lessor and Lessee in and to any such award, compensation or insurance payment. (c) If Lessor or Lessee shall receive notice of a Casualty or a possible Condemnation of a Unit or any interest therein, Lessor or Lessee, as the case may be, shall give notice thereof to the other and to the Collateral Agent promptly after the receipt of such termination to Seller and Escrow Agent within twenty notice. (20d) In the event of a Casualty or receipt of notice by Lessee or Lessor of a Condemnation, Lessee shall, not later than thirty (30) days after Purchaser has received written notice from Seller of such material condemnationoccurrence, damage or destruction and, if necessary, deliver to Lessor and the Closing date shall be extended to give Purchaser the full twenty Collateral Agent an Officer's Certificate stating that either (20i) day period to make (x) such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion Casualty is not a material portion of the Real Property, the proceeds of any condemnation award Significant Casualty or payment (y) such Condemnation is neither a Total Condemnation nor a Significant Condemnation and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated that this Agreement Lease shall remain in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller full force and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim effect with respect to the Real Property following applicable Unit and, at Lessee's sole cost and expense, Lessee shall promptly and diligently restore the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes applicable Unit in accordance with the terms of this Article 12, the term “material portion” shall mean (ASection 15.1(e) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (Bii) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller this Lease shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal respect to the costs applicable Equipment in accordance with Section 16.1. (e) If pursuant to this Section 15.1, this Lease shall continue in full force and effect following a Casualty or Condemnation with respect to the affected Unit, Lessee shall, at its sole cost and expense, promptly and diligently repair any damage to the applicable Unit caused by such Casualty or Condemnation in conformity with the requirements of repairing Sections 10.1 and 11.1 so as to restore the Real Propertyapplicable Unit to the same condition, operation, function and value as reasonably estimated by an engineer engaged by Seller existed immediately prior to such Casualty or Condemnation. In such event, title to the applicable Unit shall remain with Lessor. (f) In no event shall a Casualty or Condemnation with respect to which this Lease remains in full force and reasonably acceptable effect under this Section 15.1 affect Lessee's obligations to Purchaserpay Rent pursuant to Section 3.1.

Casualty and Condemnation. Promptly upon learning thereof(a) If, Seller shall give Purchaser written notice of after the Execution Date but prior to Closing Date, any condemnation, damage or destruction portion of the Real Property occurring Oil and Gas Properties are destroyed by fire or other casualty or is expropriated or taken in condemnation or under right of eminent domain, Purchaser and Seller shall, subject to the satisfaction (or waiver) of the conditions to Closing set forth in Section 8.2 and Section 8.3, nevertheless be required to Close. (b) In the event that on or after the Execution Date but prior to the Closing together with, in the case of a any Oil and Gas Properties are destroyed by fire or other casualty, a reasonably detailed estimate of then Seller, at the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemnedClosing, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds pay to Purchaser all sums paid to Seller by Third Parties by reason of any condemnation award such fire or payment under any insurance policies (other than business interruption or rental loss insurance applicable casualty insofar as with respect to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12Assets, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller assign, transfer and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign set over to Purchaser or subrogate Purchaser to all of Seller’s right, title and interest (if any) in any insurance claims, unpaid awards and other rights against Third Parties (excluding any Liabilities, other than insurance claims, of or payments. against any Seller shall not settle any insurance Indemnified Parties) arising out of such fire or condemnation claim casualty insofar as with respect to the Real Property following Assets; provided, however, that Seller shall reserve and retain (and Purchaser shall assign to Seller) all rights, title, interests and claims against Third Parties for the Effective recovery of Seller’s costs and expenses incurred prior to the Closing in pursuing or asserting any such insurance claims or other rights against Third Parties. (c) In the event that on or after the Execution Date without first receiving Purchaser’s but prior written consent theretoto the Closing any Oil and Gas Properties are condemned, which taken or expropriated, then (i) the Oil and Gas Properties subject to such expropriation, taking or condemnation shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000)be excluded from the transactions contemplated hereunder and deemed to constitute Excluded Assets, or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of Sellers shall be solely entitled to all payments, awards, claims and recoveries arising from or attributable to such expropriations, takings or condemnations and (C) the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Unadjusted Purchase Price equal shall be reduced by the Allocated Value of all such Oil and Gas Properties and (ii) Sellers shall retain all rights to insurance and other claims, payments, awards, claims and recoveries against any Third Party with respect to the costs of repairing condemnation, taking or expropriation except to the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserextent the Parties otherwise agree in writing.

Casualty and Condemnation. Promptly upon learning thereof, Seller (a) Transferors shall give Purchaser written BH Investor prompt notice of any condemnation, fire or other casualty affecting the Project. BH Investor or its designated agents may enter upon the Project from time to time during normal business hours and upon advance notice to Transferors in accordance with this Agreement for the purpose of inspecting any such casualty. (b) In the event of loss or damage or destruction of the Real Property occurring prior to the Closing together withProject or any portion thereof (the “premises in question”) which is not “major” (as hereinafter defined), this Agreement shall remain in full force and effect provided Project Owner performs any necessary repairs or, at Transferors’ option, reduces the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material cash portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller BH Contribution in an amount equal to the cost of such repairs, Transferors thereby retaining all of Transferors’ right, title and interest to any applicable deductible under claims and proceeds Project Owner may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question. In the event that Project Owner elects to perform repairs upon the Project, Project Owner shall use reasonable efforts to complete such insurance policy repairs promptly and the date of Closing shall be extended a reasonable time (but in no event more than thirty (30) days unless such repairs are not capable of being completed within thirty days and Transferors are causing Project Owner to diligently pursue the completion of such repairs, in which case the time shall be extended up to one hundred eighty (180) days) in order to allow for the completion of such repairs. (c) In the event of a “major” loss or damage, BH Investor may terminate this Agreement by written notice to Transferors. If BH Investor does not send written notice to Transferors that BH Investor has elected to proceed with Closing within ten (10) days after Transferors send BH Investor written notice of the amount occurrence of any uninsured lossmajor loss or damage, then BH Investor shall be deemed to have elected to terminate this Agreement. If BH Investor sends notice to Transferors within such ten (10) day period that BH Investor desires to proceed with Closing, this Agreement shall remain in effect, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller that Transferors shall assign to Transferee at Closing all of SellerTransferor’s right, title and interest in to any such awards resulting insurance proceeds (including any rent loss insurance applicable to any period on or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice after the Closing due Transferors as a result of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage major loss or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such electiondamage. If, prior to the Upon Closing, a portion full risk of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim loss with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which Project shall not be unreasonably withheldpass to Transferee and Transferee shall receive a credit at Closing for any deductible amount under such insurance policies. For purposes of this Article 12Sections 1.10, “major” loss or damage refers to the term “material portion” shall mean following: (Ai) loss or damage to the Project or any portion thereof such that will the cost of repairing or restoring the premises in excess question to a condition substantially identical to that of the premises in question prior to the event of damage would be, in the certified opinion of a mutually acceptable architect, equal to or greater than Five Million Hundred Thousand Dollars ($5,000,000500,000.00), or will take longer than six months, and (ii) any loss due to repair, or (B) a condemnation that results in a taking of any adversely impacts the use or operation of the Improvements, any parking spaces, any ingress Project or egress or any other portion that involves more than a de minimis amount of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLand.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Real Property occurring prior (a) Subject to the Closing together withprovisions of this Article XIV, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing if all or a material any portion of the Real Leased Property suffers a Casualty (other than a Significant Casualty as to which a Termination Notice has been given), Lessee shall control the negotiations with the relevant insurer unless an Event of Default exists and any insurance proceeds payable with respect to such Casualty shall be paid directly to the Lessee, or if received by the Lessor, the Administrative Agent or the Lenders, shall be paid over to the Lessee and shall be used by Lessee solely for the reconstruction, restoration and repair of such Leased Property, and if the use of, access to, occupancy of or title to the Leased Property or any part thereof is condemnedthe subject of a Condemnation (other than a Significant Condemnation as to which a Termination Notice has been given), damaged then any award or destroyedcompensation relating thereto shall be paid to the Lessee and shall be used by Lessee solely for the restoration of the Leased Property. Notwithstanding the foregoing, Purchaser if any Event of Default, or Default in respect of payment obligations of the Lessee, shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid directly to the Administrative Agent or, if received by the Lessee, shall be held in trust for the Participants and shall be paid over by the Lessee to the Administrative Agent. All amounts held by the Lessor or the Administrative Agent on account of any award, compensation or insurance proceeds either paid directly to the Lessor or the Administrative Agent or turned over to the Lessor or the Administrative Agent, in each case after the occurrence and during the continuance of an Event of Default shall at the option of the Lessor (at the direction of the Required Participants) either be (iA) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable paid to the period prior to Closing) toward Lessee for the payment repair of the Purchase Price to the extent damage caused by such condemnation awards Casualty or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement Condemnation in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or clause (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000a), or will take longer than six months, to repair, or (B) condemnation that results applied to the Lease Balance and any other amounts owed by Lessee under the Operative Documents in a taking of accordance with Article XVI. (b) In the event any part of the ImprovementsLeased Property becomes subject to condemnation or requisition proceedings during the Term, any parking spacesLessee shall give notice thereof to Lessor promptly after Lessee has knowledge thereof and, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs extent permitted by Applicable Laws, Lessee shall control the negotiations with the relevant Governmental Authority unless an Event of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser.Default

Casualty and Condemnation. Promptly upon learning thereof(a) Subject to the provisions of this Article XV and Article XVI (in the event Lessee delivers, Seller shall give Purchaser written notice of any condemnationor is obligated to deliver, damage or destruction of the Real Property occurring a Termination Notice), and prior to the Closing together with, in the case occurrence and continuation of a casualtyLease Default or Lease Event of Default, a reasonably detailed estimate Lessee shall be entitled to receive (and Lessor hereby irrevocably assigns to Lessee all of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s Lessor's right, title and interest in) any award, compensation or insurance proceeds under Sections 14.2(a) or (b) hereof to which Lessee or Lessor may become entitled by reason of their respective interests in a Property (i) if all or a portion of such Property is damaged or destroyed in whole or in part by a Casualty or (ii) if the use, access, occupancy, easement rights or title to such Property or any part thereof is the subject of a Condemnation; provided, however, if a Lease Default or Lease Event of Default shall have occurred and be continuing such award, compensation or insurance proceeds shall be paid directly to Lessor or, if received by Lessee, shall be held in trust for Lessor, and shall be paid over by Lessee to Lessor and held in accordance with the terms of this paragraph (a). All amounts held by Lessor hereunder on account of any award, compensation or insurance proceeds either paid directly to Lessor or turned over to Lessor shall be held as security for the performance of Lessee's obligations hereunder. (b) Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At Lessee's reasonable request, and at Lessee's sole cost and expense, Lessor and the Agent shall participate in any such awards proceeding, action, negotiation, prosecution or payments not theretofore adjustment. Lessor and Lessee agree that this Lease shall control the rights of Lessor and Lessee in and to any such award, compensation or insurance payment. (c) If Lessee shall receive notice of a Casualty or a possible Condemnation of a Property or any interest therein where damage to the affected Property is estimated to equal or exceed ten percent (10%) of the Property Cost of such Property, Lessee shall give notice thereof to the Lessor and to the Agent promptly after the receipt of such notice. (d) In the event of a Casualty or a Condemnation (regardless of whether notice thereof must be given pursuant to paragraph (c)), this Lease shall terminate with respect to the applicable Property in accordance with Section 16.1 if Lessee, within thirty (30) days after such occurrence, delivers to Lessor and the Agent a Termination Notice to such effect. (e) If, pursuant to this Section 15.1, this Lease shall continue in full force and effect following a Casualty or Condemnation with respect to the affected Property, Lessee shall, at its sole cost and expense and using, if available, the proceeds of any award, compensation or insurance with respect to such Casualty or Condemnation (including, without limitation, any such award, compensation or insurance which has been received by Sellerthe Agent and which should be turned over to Lessee pursuant to the terms of the Operative Agreements, and if not available or sufficient, using its own funds), promptly and diligently repair any damage to the applicable Property caused by such Casualty or Condemnation in conformity with the requirements of Sections 10.1 and 11.1, using the as-built plans and specifications or manufacturer's specifications for the applicable Improvements or Equipment (as modified to give effect to any subsequent Modifications, any Condemnation affecting the Property and all applicable Legal Requirements), so as to restore the applicable Property to substantially the same condition, operation, function and value as existed immediately prior to such Casualty or Condemnation. In such event, title to the applicable Property shall remain with Lessor. (f) In no event shall a Casualty or Condemnation with respect to which this Lease remains in full force and effect under this Section 15.1 affect Lessee's obligations to pay Rent pursuant to Section 3.1. (g) Notwithstanding anything to the contrary set forth in Section 15.1(a) or Section 15.1(e), if during the Term with respect to a Property a Casualty occurs with respect to such Property or Lessee receives notice of a Condemnation with respect to such Property, and following such Casualty or Condemnation, (i) the applicable Property cannot reasonably be restored, repaired or replaced on or before the 180th day prior to the Expiration Date (if such Casualty or Condemnation occurs during the Term) to substantially the same condition as existed immediately prior to such Casualty or Condemnation, or (ii) terminating this Agreement by delivering written notice of on or before such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of day such material condemnationProperty is not in fact so restored, damage repaired or destruction andreplaced, if necessary, the Closing date then Lessee shall be extended required to give Purchaser purchase such Property on the full twenty (20) day period to make next Payment Date and pay Lessor the Termination Value for such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds plus any and all Rent then due and owing, plus all other amounts then due and owing (including without limitation amounts described in clause FIRST of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000Section 22.2), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser.

Casualty and Condemnation. Promptly upon learning thereofIf, Seller between the date hereof and the Separation Time, there shall give Purchaser written notice occur any physical damage to or destruction of, or theft of similar loss of, any of the tangible Assets described in Section 3.05(a) (a “Casualty Loss”) or any condemnation or taking by eminent domain by a Governmental Authority of any condemnation, damage or destruction of the Real Property occurring prior Assets described in Section 3.05(a) (a “Condemnation Event”), then (i) if such Casualty Loss or Condemnation Event is material to the Closing together withTransmission Business, in the case Entergy shall promptly give notice to ITC thereof and of a casualty, a reasonably detailed Entergy’s estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured losscasualty insurance or condemnation proceeds, provided Seller has not terminated this Agreement if any, payable to Entergy or its Affiliates in accordance with this Article 12respect thereof, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice Entergy shall use its reasonable best efforts to (A) replace or repair (as applicable) the asset or property related to such Casualty Loss, and (B) replace the asset or property that has been condemned or taken as necessary consistent with prudent operation of the Transmission Business, (iii) if the Separation is consummated notwithstanding such Casualty Loss or Condemnation Event, and if such damaged, destroyed, stolen, lost or condemned or taken Assets have not been repaired or replaced as of the Separation Time, then, without limiting ITC’s or any member of the TransCo Group’s other rights hereunder, promptly after any casualty insurance proceeds, business interruption insurance proceeds or condemnation proceeds payable to Entergy or any of its Affiliates with respect to such Casualty Loss or Condemnation Event have been collected, Entergy shall, or shall cause its Affiliate to, pay to TransCo (x) the aggregate amount, if any, of such termination to Seller and Escrow Agent within twenty casualty insurance proceeds described above in connection with such Casualty Loss, (20y) days after Purchaser has received written notice from Seller the aggregate amount, if any, of such material condemnationbusiness interruption insurance proceeds described above that were paid in connection with such Casualty Loss, damage or destruction andand (z) the aggregate amount, if necessaryany, the Closing date of such condemnation proceeds described above in connection with such Condemnation Event. Entergy shall, and shall be extended cause its Affiliates to, use all reasonable best efforts to give Purchaser the full twenty collect amounts due (20if any) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the programs in respect of any Casualty Loss or as a result of a Condemnation Event. The amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect proceeds paid to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which Entergy shall be included as a Transmission Asset and not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, distributable cash available to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress Entergy or any other portion member of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserEntergy Group.

Casualty and Condemnation. Promptly upon learning thereof(a) If the Borrower has knowledge of a Casualty or a Condemnation of a Mortgaged Property or any interest therein, Seller the Borrower, within fifteen (15) days of obtaining such knowledge, shall give Purchaser written notice thereof to the Administrative Agent generally describing the nature and extent of such Casualty or Condemnation. (b) To the extent a Casualty or Condemnation occurs at such time that (i) a Default has occurred and is continuing, any condemnation proceeds, award, compensation or insurance proceeds received by the Borrower shall be paid to the Administrative Agent (or if otherwise paid to the Administrative Agent shall be retained by the Administrative Agent) as security for the Credit Party Obligations and shall not be available under this Section 5.13 to the Borrower until the Default has been cured and all Credit Party Obligations are made fully current and (ii) an Event of Default has occurred and is continuing, any condemnation proceeds, award, compensation or insurance proceeds shall be paid to the Administrative Agent (or if otherwise paid to the Administrative Agent shall be retained by the Administrative Agent) as security for the Credit Party Obligations and shall be subject to application pursuant to the remedies available to the Administrative Agent and the Lenders under this Agreement and at law. (c) If no Default or Event of Default has occurred and is continuing and any Mortgaged Property suffers a Casualty affecting greater than fifty percent (50%) of the appraised value for such Mortgaged Property pursuant to the 2005 Appraisals, the 2006 Appraisals, or such later appraisals as may be required by the Administrative Agent, as applicable, the Borrower at its option shall either: (i) replace such Mortgaged Property in accordance with Section 5.12 with a Substituted Property having the same, superior or greater remaining economic value, useful life, utility, condition, operational capacity and functional capacity to that which existed for such Mortgaged Property then being replaced immediately prior to such Casualty (assuming all maintenance and repair standards have been satisfied); or (ii) prepay the Term Loan in an aggregate amount equal to one hundred percent (100%) of the Allocated Payoff Amount with respect to such Mortgaged Property. Upon satisfaction of all obligations in connection with subsection (i) or (ii), as applicable, then the Administrative Agent shall cause the applicable Mortgaged Property to be released from the Collateral and the Net Cash Proceeds associated with such Mortgaged Property shall be returned to the Borrower. (d) If no Default or Event of Default has occurred and is continuing and any Mortgaged Property suffers a Casualty affecting less than or equal to fifty percent (50%) of the appraised value for such Mortgaged Property pursuant to the 2005 Appraisals, the 2006 Appraisals, or such later appraisals as may be required by the Administrative Agent, as applicable, the Borrower at its option shall either: (i) replace such Mortgaged Property in accordance with Section 5.12 with a Substituted Property having the same, superior or greater remaining economic value, useful life, utility, condition, operational capacity and functional capacity to that which existed for such Mortgaged Property then being replaced immediately prior to such Casualty (assuming all maintenance and repair standards have been satisfied); (ii) prepay the Term Loan in an aggregate amount equal to one hundred percent (100%) of the Allocated Payoff Amount with respect to such Mortgaged Property; or (iii) perform a Restoration in accordance with Section 5.14(h); provided that no more than five (5) Mortgaged Properties may be in the process of Restoration as a result of a Casualty at any one time. To the extent the Borrower elects either of the options described in the foregoing subsections (i) or (ii) and the Administrative Agent confirms satisfaction of all obligations in connection with subsection (i) or (ii), as applicable, then the Administrative Agent shall cause the applicable Mortgaged Property to be released from the Collateral and the Net Cash Proceeds associated with such Mortgaged Property shall be returned to the Borrower. (e) If no Default or Event of Default has occurred and is continuing and any Mortgaged Property suffers a Condemnation which materially impairs the economic value, useful life, utility, condition, operational capacity or functional capacity of such Mortgaged Property from that which existed immediately prior to such Condemnation (assuming all maintenance and repair standards have been satisfied), the Borrower at its option shall either: (i) replace such Mortgaged Property in accordance with Section 5.12 with a Substituted Property having the same, superior or greater remaining economic value, useful life, utility, condition, operational capacity and functional capacity to that which existed for such Mortgaged Property then being replaced immediately prior to such Condemnation (assuming all maintenance and repair standards have been satisfied); or (ii) prepay the Term Loan in an aggregate amount equal to one hundred percent (100%) of the Allocated Payoff Amount allocable to such Mortgaged Property. Upon satisfaction of all obligations in connection with subsection (i) or (ii) above, as applicable, then the Administrative Agent shall cause the applicable Mortgaged Property to be released from the Collateral and the Net Cash Proceeds associated with such Mortgaged Property shall be returned to the Borrower. (f) If no Default or Event of Default has occurred and is continuing and any Mortgaged Property suffers a Condemnation which does not materially impair the economic value, useful life, utility, condition, operational capacity or functional capacity of such Mortgaged Property from that which existed immediately prior to such Condemnation (assuming all maintenance and repair standards have been satisfied), the Borrower shall cause the Net Cash Proceeds in excess of $250,000 to be paid to the Administrative Agent for application to the prepayment in part of the Term Loan in accordance with Section 2.4(b)(iii). (g) The Borrower may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any condemnationsuch Casualty or Condemnation and shall pay all expenses thereof. At the Borrower’s reasonable request, damage and at the Borrower’s sole cost and expense, the Administrative Agent shall participate in any such proceeding, action, negotiation, prosecution or destruction adjustment. The Administrative Agent and the Borrower agree that this Agreement shall control the rights of the Real Property occurring prior Administrative Agent and the Borrower in and to any such award, compensation or insurance payment. (h) In the event of a Casualty under Section 5.14(d), to the Closing together with, in extent the case of a casualty, a reasonably detailed estimate of the cost Borrower does not elect to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies prepay one-hundred percent (other than business interruption or rental loss insurance applicable to the period prior to Closing100%) toward the payment of the Purchase Price Allocated Payoff Amount allocable to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, Mortgaged Property or (ii) terminating this Agreement by delivering written notice replace the Mortgaged Property with a Substituted Property pursuant to Sections 5.12 and 5.14(d), the Borrower shall, within one hundred and eighty (180) days of such termination Casualty or as soon thereafter as shall be reasonably practicable, commence such repair or replacement within such period, and thereafter diligently prosecute such repair or replacement of the Mortgaged Property to Seller the same or greater economic value, remaining useful life, utility, condition, operation and Escrow function as existed immediately prior to such Casualty (“Restoration”). (i) Any award, compensation or proceeds in respect of any Casualty (collectively, as used in this Section 5.14(h), “proceeds”) in excess of $500,000 shall be turned over to the Administrative Agent within twenty (20) days after Purchaser has received written notice from Seller or at the Administrative Agent’s election, to a trustee or escrow agent who shall be selected by the Administrative Agent and whose fees shall be paid by the Borrower); provided that the Borrower shall be entitled to keep any such award, compensation or proceeds to the extent the Borrower delivers evidence reasonably satisfactory to the Administrative Agent that such amounts were previously applied to the Restoration of such material condemnation, damage or destruction and, if necessarythe affected Mortgaged Property. At the Borrower’s reasonable request, the Closing date Administrative Agent will deposit any proceeds held by it for Restoration into an interest-bearing account which is backed directly or indirectly by the full faith and credit of the United States government over which the Administrative Agent has sole possession, authority and control, and otherwise on terms and conditions reasonably satisfactory to the Administrative Agent. (ii) Any such proceeds held by the Administrative Agent for Restoration of any Mortgaged Property shall be extended made available to give Purchaser the full twenty Borrower upon its request (20but no more frequently than once a month) day period as the Restoration progresses. (iii) Prior to make the disbursement of Restoration proceeds, the Borrower shall have delivered to the Administrative Agent the following: (A) evidence reasonably satisfactory to the Administrative Agent of the estimated cost of Restoration; (B) evidence reasonably satisfactory to the Administrative Agent of additional funds from the Borrower in excess of the proceeds sufficient to complete and fully pay for the entire unpaid cost of the Restoration, free and clear of all Liens or claims of Lien; and (C) such election. Ifarchitect’s certificates, waivers of lien, contractor’s sworn statements, plats of survey and such other evidence of cost, payment and performance as the Administrative Agent may reasonably require and approve; provided, no payment made prior to the Closing, a portion final completion of Restoration shall exceed ninety percent (90%) of the Real Property is condemned, damaged or destroyed and such portion is not a material portion value of the Real Propertywork performed from time to time, as such value shall be determined by the Administrative Agent in its reasonable judgment. Any surplus which may remain out of the proceeds held by the Administrative Agent after payment of any condemnation award all costs of the Restoration shall be paid to, and retained by the Borrower. (i) In no event shall a Casualty or payment and any applicable deductible under any insurance policies or Condemnation affect the amount of any uninsured loss, provided Seller has not terminated this Agreement Borrower’s obligation to pay the Credit Party Obligations in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes terms of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserAgreement.

Casualty and Condemnation. Promptly upon learning thereof, Seller (1) Aladdin Gaming hereby assumes and shall give Purchaser written notice bear the entire risk of any condemnationloss, theft, damage to, or destruction of, any of the Real Property Collateral from any cause whatsoever. Aladdin Gaming shall promptly notify GE Capital of any loss, damage, or destruction to any Collateral having a value in excess of $100,000.00, whether or not covered by insurance. Any such event occurring prior with respect to the Closing together withCollateral is hereinafter referred to as a "Casualty Occurrence." On or before the Payment Date next following ninety (90) days after the date of the Casualty Occurrence with respect to any item of Collateral having a value in excess of $100,000.00 or with respect to multiple items of Collateral having an aggregate value in excess of $100,000.00 (the "Casualty Payment Date"), Aladdin Gaming shall either (as selected by Aladdin Gaming): (A) replace, repair or restore the Collateral having suffered the Casualty Occurrence with equipment of comparable make and model, having an equal or greater value, utility and remaining useful life, in as good an operating condition as the case Collateral having suffered the Casualty Occurrence, which is free and clear of a casualtyall liens and encumbrances; and Aladdin Gaming shall deliver to GE Capital such documents and instruments as reasonably may be required by GE Capital in connection with such replacement, repair or restoration, including (without limitation) Uniform Commercial Code financing statements or statements of amendment to be filed at Aladdin Gaming's expense and, if the Collateral having suffered the Casualty Occurrence was leased pursuant to the Master Lease Agreement, a reasonably detailed estimate xxxx of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior sale and an amended Annex A to the Closing all or a material applicable Equipment Schedule with respect to such Collateral; or (B) prepay to GE Capital that portion of the Real Property is condemnedTerm Loan attributable to the Collateral having suffered the Casualty Occurrence or, damaged or destroyedif the Collateral having suffered the Casualty Occurrence was leased pursuant to the Master Lease Agreement, Purchaser shall have pay to GE Capital the option sum of either (i) applying the proceeds Stipulated Loss Value of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable such Collateral calculated in accordance with Annex D attached to the period prior to Closing) toward the payment applicable Equipment Schedule as of the Purchase Price Rent Payment Date next preceding such Casualty Occurrence, and (ii) all Rent and other amounts which are due under the Master Lease Agreement with respect to such Collateral as of the extent such condemnation awards or insurance payments have been received by SellerCasualty Payment Date; and, receiving from Seller an amount equal in any event, Aladdin Gaming shall pay to any applicable deductible under any such insurance policy or GE Capital the amount of any uninsured loss, provided Seller has not terminated this Agreement Breakage Loss incurred by GE Capital (or any Participant) as a result of or in accordance connection with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed Casualty Occurrence and such portion payment (if such payment is made on a day which is not a material portion of payment date). If the Real PropertyCollateral having suffered the Casualty Occurrence was leased pursuant to the Master Lease Agreement, the proceeds Lease Term as to such Collateral shall terminate upon payment of all sums required pursuant to this Section and GE Capital will transfer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any condemnation award or payment and any applicable deductible under any insurance policies or kind whatsoever ("AS IS BASIS") (except as provided in the amount of any uninsured lossfollowing sentence), provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and GE Capital's interest in any unpaid awards or paymentsand to such Collateral. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which GE Capital shall not be unreasonably withheld. For purposes required to make and may specifically disclaim any representation or warranty as to the condition of this Article 12the Collateral and other matters (except that GE Capital shall warrant that it has conveyed whatever interest it received in such Collateral free and clear of any lien or encumbrance created by or arising through GE Capital). (2) Aladdin Gaming shall, promptly upon learning of the term “material portion” shall mean (A) damage that will cost in excess institution of Five Million Dollars ($5,000,000), any proceeding for the condemnation or will take longer than six months, to repair, or (B) condemnation that results in a other taking of any of the ImprovementsCollateral, any parking spaces, any ingress or egress or any other portion notify GE Capital of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence pendency of such damage proceeding, and agrees that GE Capital may participate in any such proceeding and Aladdin Gaming from time to time will deliver to GE Capital all instruments reasonably requested by GE Capital to permit such participation. GE Capital shall (and is hereby authorized to) collect any and all awards, payments or destruction either other proceeds of any such condemnation or taking and apply such proceeds to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal Obligations in the manner set forth in Section 3(d) or, at GE Capital?s option in its sole discretion, may permit or require Aladdin Gaming to the costs of repairing the Real Propertyuse such proceeds, or any part thereof, to replace, repair or restore such Collateral as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserprovided in paragraph (A) above.

Casualty and Condemnation. Promptly upon learning thereof23.1 If the Leased Premises or any part thereof shall be damaged or destroyed by fire or other casualty, Seller shall give Purchaser or ordered to be demolished by the action of any public authority in consequence of such casualty, or taken in whole or in part by any exercise of the right of eminent domain, the LESSOR may, in its sole discretion, terminate the Lease by written notice to the LESSEE, and the Lease shall expire as of any the date of casualty or condemnation, damage or destruction and Rent shall be apportioned as of such date. 23.2 In the Real Property occurring prior to the Closing together with, in the case event of a casualty, a reasonably detailed estimate of the cost casualty to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property Leased Premises, and the LESSOR, in its sole discretion, does not terminate the Lease pursuant to Section 23.1 hereof, and opts to repair or rebuild the Leased Premises, this Lease shall remain in full force and effect subject to the provisions of this Section 23.2. If any part of the Leased Premises shall be rendered untenantable by reason of such casualty and the LESSEE in its reasonable judgment is condemned, damaged or destroyed and such portion is not a material unable to conduct its business from the remaining undamaged portion of the Real PropertyLeased Premises then, provided the LESSEE actually ceases its operations thereat as a result of such damage, the proceeds Rent payable hereunder shall be abated in proportion to the percentage of the Leased Premises rendered untenantable from the date of casualty until the LESSOR substantially completes repairs or restoration, unless such casualty shall have resulted from the actions of the LESSEE, or its agents, employees, licensees or invitees. If the LESSOR’s repairs and/or restoration shall take more than one hundred eighty (180) days from the date of casualty, the LESSEE may terminate this Lease by written notice to the LESSOR. The LESSOR shall not be liable for any inconvenience or annoyance to the LESSEE or injury to the business of the LESSEE resulting in any way from such damage or the repair thereof. The LESSEE understands that the LESSOR shall not carry insurance of any kind on the LESSEE’s property, and that the LESSOR shall not be obligated to repair any damage thereto or to replace the same. 23.3 In the event a portion of the Leased Premises is taken by any exercise of the right of eminent domain, and the LESSOR, in its sole discretion, does not terminate the Lease pursuant to Section 23.1 hereof, the LESSEE, at its option, may terminate the Lease if such condemnation or taking shall affect twenty-five (25%) percent or more of the Leased Premises or a material part of the means of access to the Leased Premises by written notice to the LESSOR within thirty (30) days of receiving notice of such condemnation or taking, and the Lease shall terminate as of the date of the LESSEE’s written notice to the LESSOR and Rent shall be apportioned as of such termination date. If neither the LESSOR nor the LESSEE exercise their options to terminate the Lease, this Lease shall be and remain unaffected by such condemnation or taking except that the Rent payable hereunder shall be abated in proportion to the percentage of the Leased Premises taken or condemned. In the event of any condemnation award or payment and any applicable deductible under any insurance policies or taking, the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, LESSOR shall be applied toward entitled to receive the payment entire award in the condemnation proceeding or other proceeding for taking for public or quasi-public use, except that the LESSEE shall be entitled to the award, if any, for the LESSEE’s leasehold interest in the condemned portion of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or paymentsLeased Premises. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which This provision shall not be unreasonably withheld. For purposes of this Article 12, deemed to give the term “material portion” shall mean (A) damage that will cost LESSOR any interest in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, require the LESSEE to assign to the LESSOR any award made to the LESSEE specifically for its relocation expenses or (B) condemnation that results in a the taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk personal property and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal trade fixtures belonging to the costs LESSEE. Nothing in this Lease shall be construed as a waiver of repairing or limitation upon the Real Property, as reasonably estimated LESSOR’s immunity to condemnation by an engineer engaged by Seller and reasonably acceptable to Purchaserinferior and/or unauthorized condemning authorities.

Casualty and Condemnation. Promptly upon learning thereof(a) If any Casualty occurs to any Related Premises, Seller Tenant shall give Purchaser written Landlord and Lender immediate notice thereof. Landlord and Lender are hereby authorized to adjust, collect and compromise, in their discretion and upon notice to Tenant (except that no notice to Tenant shall be required if an Event of Default has occurred and is continuing), all claims under any condemnation, damage or destruction of the Real Property occurring prior insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Tenant all necessary proofs of loss, receipts, vouchers and releases required by the Closing together withinsurers. Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord and Lender in the case of a casualtyany adjustment, a reasonably detailed estimate collection and compromise of the cost Net Award payable in connection with a Casualty. Tenant agrees to repair sign, upon the damage request of Landlord or destroyed Real Property prepared by a third party engineer or contractor retained by SellerLender, all such proofs of loss, receipts, vouchers and releases. If prior to the Closing Landlord or Lender so requests, Tenant shall adjust, collect and compromise any and all or a material portion of the Real Property is condemnedsuch claims, damaged or destroyed, Purchaser and Landlord and Lender shall have the option of either (i) applying the proceeds right to join with Tenant therein. Any adjustment, settlement or compromise of any condemnation award such claim shall be subject to the prior written approval of Landlord and Lender, such approval not to be unreasonably withheld or delayed, and Landlord and Lender shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. Subject to Paragraph 19(d) below, each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant’s attorneys-in-fact to endorse any insurance policies (other than business interruption or rental loss insurance applicable draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to the period prior to Closing) toward the payment of the Purchase Price Lender if and to the extent such condemnation awards that any Mortgage so provides. Notwithstanding anything to the contrary set forth in this Paragraph 17(a), so long as no Event of Default shall be continuing, Tenant shall have the right to adjust, settle and compromise, and to execute all proofs of loss, receipts, vouchers and releases with respect to, any and all claims under this Paragraph 17(a), provided that Landlord and Lender shall retain the right to join with Tenant therein; and provided further that any adjustment, settlement or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under compromise of any such insurance policy claim by Tenant shall be subject to the prior written approval of Landlord and Lender, such approval not to be unreasonably withheld or delayed. (b) Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. Landlord and Lender are authorized to collect, settle and compromise, in their discretion (and, if no Event of Default exists, upon notice to Tenant), the amount of any Net Award. Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord and Lender in any Condemnation proceeding or negotiations under threat thereof and to contest the Condemnation or the amount of the Net Award therefor. No agreement with any uninsured losscondemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord and Lender, provided Seller has such approval not terminated to be unreasonably withheld or delayed. Subject to the provisions of this Agreement Paragraph 17(b) and Paragraph 19(d), Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise; but nothing in accordance with this Article 12Lease shall impair Tenant’s right to any award or payment on account of Tenant’s trade fixtures, equipment or other tangible property which is not part of the Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and receiving an assignment from Seller of Seller’s rightdoes make, title a separate claim therefor against the condemnor and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, claim does not in any way reduce either the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion amount of the Real Property is condemned, damaged or destroyed and such portion is not a material portion award otherwise payable to Landlord for the Condemnation of Landlord’s fee interest in the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies Related Premises or the amount of any uninsured loss, provided Seller has not terminated the award (if any) otherwise payable for the Condemnation of Tenant’s leasehold interest hereunder. The rights of Landlord under this Agreement in accordance with this Article 12, Paragraph 17(b) shall also be applied toward the payment of the Purchase Price extended to Lender if and to the extent that any Mortgage so provides. Notwithstanding anything to the contrary set forth in this Paragraph 17(b), so long as no Event of Default shall be continuing Tenant shall have the right to settle and compromise any and all claims under this Paragraph 17(b), provided that Landlord and Lender shall retain the right to join with Tenant therein; and provided further that any agreement with any condemnor in settlement or under threat of any Condemnation shall be subject to the prior written approval of Landlord and Lender, such condemnation awards approval not to be unreasonably withheld or insurance payments have been received by Seller and Seller delayed. (c) If any Partial Casualty (whether or not insured against) or Partial Condemnation shall assign occur to Purchaser all of Seller’s rightany Related Premises, title and interest in any unpaid awards or payments. Seller this Lease shall not settle any insurance or condemnation claim continue with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent theretoLeased Premises, which notwithstanding such event, and there shall not be unreasonably withheldno abatement or reduction of any Monetary Obligations. For purposes of this Article 12Promptly after such Partial Casualty or Partial Condemnation, the term “material portion” shall mean (ATenant, as required in Paragraphs 12(a) damage that will cost in excess of Five Million Dollars ($5,000,000and 13(b), or will take longer than six monthsshall commence and diligently continue to restore the Leased Premises as nearly as possible to its value, condition and character immediately prior to repair, or such event (B) condemnation that results assuming the Leased Premises to have been in a taking of any the condition required by this Lease). Upon the receipt by Landlord of the Improvementsentire Net Award of such Partial Casualty or Partial Condemnation, any parking spaces, any ingress Landlord shall make such Net Award available to Tenant for restoration in accordance with and subject to the provisions of Paragraph 19(a) and 19(c) (unless such Casualty or egress or any other portion of Condemnation resulting in the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real PropertyNet Award is a Casualty/Condemnation Termination Event). If any Casualty or Condemnation which is not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply with the damage or destruction arises out terms and conditions of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserParagraph 18.

Casualty and Condemnation. Promptly upon learning thereof(a) If any Casualty to any of the Related Premises occurs, Seller Tenant shall give Purchaser written Landlord and Lender immediate notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under any condemnation, damage or destruction of the Real Property occurring prior insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser insurers and Landlord shall have the option of either (i) applying the proceeds right to join with Tenant therein. Any final adjustment, settlement or compromise of any condemnation award such claim shall be subject to the prior written approval of Landlord, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant’s attorneys-in-fact to endorse any insurance policies (other than business interruption or rental loss insurance applicable draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to the period prior to Closing) toward the payment of the Purchase Price Lender if and to the extent such condemnation awards that any Mortgage so provides. (b) Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. So long as no Event of Default exists, Tenant is authorized to collect, settle and compromise the amount of any Net Award and Landlord shall have the right to join with Tenant therein. If an Event of Default exists, Landlord shall be authorized to collect, settle and compromise the amount of any Net Award and Tenant shall not be entitled to participate with Landlord in any Condemnation proceeding or insurance payments have been received by Seller, receiving from Seller an amount equal negotiations under threat thereof or to any applicable deductible under any such insurance policy contest the Condemnation or the amount of the Net Award therefor. No agreement with any uninsured losscondemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord. Subject to the provisions of this Paragraph 17(b), provided Seller has Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise; provided, however, Tenant shall have the right to fifteen percent (15%) of any Net Award that is in excess of the Acquisition Cost for the applicable Related Premises. Nothing in this Lease shall impair Tenant’s right to any award or payment on account of Tenant’s trade fixtures, equipment or other tangible property which is not terminated this Agreement in accordance with this Article 12part of the Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and receiving an assignment from Seller of Seller’s rightdoes make, title a separate claim therefor against the condemnor and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, claim does not in any way reduce either the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion amount of the Real Property is condemned, damaged or destroyed and such portion is not a material portion award otherwise payable to Landlord for the Condemnation of Landlord’s fee interest in the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies Related Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant’s leasehold interest hereunder. The rights of Landlord under this Paragraph 17(b) shall also be extended to Lender if and to the extent that any uninsured lossMortgage so provides. (c) If any Partial Casualty (whether or not insured against) or Partial Condemnation shall occur to any Related Premises, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations, except as provided Seller has not terminated in Paragraph 19(d). Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraph 12(a), shall commence and diligently continue to restore the Leased Premises as nearly as possible to their value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Agreement Lease). Upon the receipt by Landlord of the entire Net Award of such Partial Casualty or Partial Condemnation, Landlord shall make such Net Award available to Tenant for restoration in accordance with this Article 12, shall be applied toward the payment of the Purchase Price and subject to the extent such condemnation awards provisions of Paragraph 19(a). If any Casualty or insurance payments have been received by Seller Condemnation which is not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply with the terms and Seller shall assign to Purchaser all conditions of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to Paragraph 18. (d) In the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes event of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking Requisition of any of the ImprovementsLeased Premises, each installment of Basic Rent payable on or after the date on which the Net Award is paid shall be reduced by a fraction, the denominator of which shall be the total amount of all Basic Rent due from such date to and including the last Basic Rent Payment Date for the then existing Term and the numerator of which shall be the amount of such Net Award retained by Landlord. Upon the expiration of the Term, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction Net Award which shall not covered have been previously credited to Tenant shall be retained by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLandlord.

Casualty and Condemnation. Promptly upon learning thereof, Seller In the event that a Casualty Event or Condemnation shall give Purchaser written notice of any condemnation, damage or destruction of the Real Property occurring have occurred prior to the Closing together withand the Company shall not have rebuilt, repaired and restored the Property in accordance with the remainder of this Section, (i) with respect to any Condemnation, one or both Acquirors (as directed in writing to Seller), at the Closing, shall receive a credit against the Purchase Price or the Real Estate Purchase Price equal to, in the aggregate, the actual amount of any award paid to Seller or the Company on account of the Property, net of any actual reasonable, out-of-pocket expenses incurred in obtaining same, and an assignment of Seller’s or the Company’s right to any award then payable or that thereafter may become payable by or on behalf of the condemning authority with respect to the Property and (ii) with respect to any Casualty Event, one or both Acquirors, (as directed in writing to Seller) at the Closing, shall receive a credit against the Purchase Price or the Real Estate Purchase Price equal to, in the aggregate, the amount of the deductible with respect to any applicable insurance policies plus all insurance proceeds actually received by Seller or the Company as a result of such Casualty Event, net of any actual reasonable, out-of-pocket expenses incurred in obtaining same and less any portion of such insurance proceeds constituting proceeds of business interruption that is applicable to any period prior to the Closing, and an assignment of Seller’s or the Company’s rights to all such insurance proceeds then payable or that thereafter may become payable. Notwithstanding anything herein to the contrary, in the event that a Casualty Event or Condemnation shall have occurred prior to the Outside Date (x) within 120 days after the occurrence of such Casualty Event or Condemnation, the Company shall provide to Acquirors a budget setting forth the Company’s good faith estimate of the cost to rebuild, restore and repair the Property to the Prior Condition (as defined below) and the Company’s good faith estimate of the time it will take to complete such rebuilding, restoring and repairing, which such budget and time estimate are subject to Acquirors reasonable approval and must be accompanied by reasonable third-party invoices, cost and time estimates and other applicable back-up materials upon which the Company’s budget and estimate were based (collectively, the “Cost and Time Estimate”) and (y) the Company shall have the right, but not the obligation, to rebuild, restore and repair the Property following any such Casualty Event or Condemnation; provided that the Company shall not have such right to rebuild, restore and repair if the aggregate cost to fully rebuild, restore and repair the Property to the condition of the Property immediately prior to such Casualty Event (in the case of a casualty, a reasonably detailed estimate Casualty Event) or to nearly as practicable to the condition of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If immediately prior to such Casualty (in the Closing case of a Casualty) (the “Prior Condition”), is estimated to exceed $45,000,000 as reflected in the Cost and Time Estimate and/or such rebuilding, restoration and repair cannot reasonably be completed before the Outside Date, based upon the Cost and Time Estimate. In all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. Ifevents, prior to the ClosingCompany beginning any rebuild, a portion restoration or repair of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award Company will deliver to both Acquirors the Cost and Time Estimate reflecting that such rebuild, restoration or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment repair of the Purchase Price Property will cost $45,000,000 or less and that shows that such rebuild, restoration or repair will be completed prior to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or paymentsOutside Date. Seller shall not settle any insurance or condemnation claim with With respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent theretoany rebuilding, which shall not be unreasonably withheld. For purposes of this Article 12restoration and repair, the term “material portion” shall mean Company shall, on or before the Outside Date, without incurring or permitting any Liens (A) damage that will cost in excess of Five Million Dollars ($5,000,000other than Permitted Encumbrances), or will take longer than six monthsrebuild, restore and repair the Property to repairthe Prior Condition, or (B) condemnation that results in a taking good and workerlike manner and in compliance with applicable Law (including issuance of any all applicable certificates of occupancy) and applicable contracts, indentures, licenses or other instruments affecting the Property using new materials, the quality of which is not less than that of the Improvementsaffected Property immediately prior to such Casualty Event or Condemnation and using duly licensed, any parking spacesreputable and financially solvent third-party architects, any ingress or egress or any other portion of the Real Property whichengineers and contractors, and pursuant to plans and specifications, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserthe Acquirors. The Acquirors shall have the right from time to time during the restoration of such Casualty Event or Condemnation to inspect the improvements to confirm the Company’s compliance with this Section 5.18.

Casualty and Condemnation. Promptly upon learning thereof(a) In the event that, Seller shall give Purchaser written notice of any condemnation, damage or destruction of after the Real Property occurring Effective Date but prior to the Closing together withDate, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds any portion of any condemnation award or payment under Company Property, any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price Purchased Assets or any interest therein is taken pursuant to eminent domain, expropriation or similar proceedings, or if any proceeding shall be instituted for the extent such taking in condemnation awards or insurance payments have been received by Sellereminent domain, receiving from Seller an amount equal to expropriation or similar proceeding of all or any applicable deductible under portion of any such insurance policy Company Property or the amount Purchased Assets, or any interest therein (any of any uninsured lossthe foregoing, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Sellera “Condemnation”), or (ii) terminating any Company Property or any of the Purchased Assets is materially damaged or destroyed by any fire, earthquake or other casualty (a “Casualty”), the Company shall give the Purchasers written notice thereof promptly (but in any event no later than 24 hours) after the discovery by any Seller Party of the same. Upon the occurrence of a Condemnation or Casualty, the Seller Parties shall have no obligation to contribute capital to any Person, or to expend their own funds to repair or replace (or cause to be repaired or replaced) the damaged, destroyed or taken property, and the Purchasers shall have no right to terminate this Agreement by delivering written notice of such termination reason thereof, except to Seller and Escrow Agent within twenty (20) days after the extent that a Target Company Material Adverse Effect shall have occurred; provided that the Parties agree that the Ski Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessaryClosing Cash Consideration, the Canadian Closing date Consideration, the Attractions Purchaser Closing Cash Consideration or the Share Consideration (as applicable) shall be extended reduced by the following: (i) the amount of any condemnation award, insurance proceeds or other compensation with respect to give Purchaser or on account of any such Casualty or Condemnation (“Proceeds”) received by any Seller Party or any lender to any Seller Party, which are not applied to the full twenty repair and restoration of the damaged property in accordance with the terms of any applicable Material Company Lease and this Agreement (20except for: (x) day Proceeds separately payable by the insurer or condemning authority to any Tenant as compensation for Tenant’s personal property, Tenant’s leasehold interest or Tenant’s relocation expenses, and (y) Proceeds payable to, or received by, any Seller Party that are attributable to lost rents for the period to make such election. If, prior to the Closing, a portion of or required for collection costs incurred or repairs independently funded by any Seller Party prior to the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or Closing Date); (ii) the amount of any uninsured lossSeller deductible or Seller coinsurance amount under any applicable insurance policy, provided except to the extent that the applicable Seller Party has not terminated this Agreement expended such deductible or coinsurance amount out of its own funds to complete the repair or restoration of the applicable Company Property or Purchased Assets in accordance with this Article 12, shall be applied toward the payment terms of the Purchase Price applicable Material Company Lease and this Agreement; and (iii) uninsured losses, but only to the extent such condemnation awards or insurance payments have been received by uninsured losses are solely due to a breach of the covenant set forth in Section 8.1(a)(xxii). (b) Each Seller Party shall, upon consummation of the Sale and Seller shall the other Contemplated Transactions, assign to Purchaser the Purchasers or their permitted assigns all claims of Seller’s right, title and interest in any unpaid awards or payments. such Seller shall not settle any insurance or condemnation claim Party with respect to any and all Proceeds. (c) Each Seller Party shall provide the Real Property following Purchasers with copies of all notices and communications with any insurer, condemning authority, Tenant, Ground Lessor, lender and all other Third Parties relating to any Casualty or Condemnation. The Purchasers may participate in all negotiations, meetings and legal actions regarding the Effective Date determination, settlement or enforcement of any claim for Proceeds resulting from any Casualty or Condemnation. Seller Parties will neither cause, consent to nor permit any Seller Party or Tenant to: (x) adjust, agree to or settle any such claim or (y) terminate or consent to the termination of any Material Company Lease as a result of any Casualty or Condemnation, without first receiving in each instance obtaining the applicable Purchaser’s prior written consent theretoconsent, which shall consent will not be unreasonably withheld, conditioned or delayed. For purposes of this Article 12Without obtaining the applicable Purchaser’s prior written consent, the term “material portion” shall mean (A) damage that which consent will cost in excess of Five Million Dollars ($5,000,000)not be unreasonably withheld, conditioned or delayed, no Seller Party will take longer than six months, effect or consent to any repair, replacement or (B) condemnation that results in restoration of a taking damaged or taken Company Property or Purchased Assets, other than repairs required to protect the health or safety of any person or property, and except as required by the terms of any Material Company Lease or other Company Material Contract to which the Improvements, any parking spaces, any ingress applicable Seller Party is a party or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal which is otherwise applicable to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserCompany Property or Purchased Assets.

Casualty and Condemnation. Promptly In case of damage to any Hotel Sites or premises upon learning thereofwhich the Equipment is located is caused by fire or other casualty, Seller shall give Purchaser written notice of any condemnationthe Authority shall, at its expense, cause the damage or destruction of the Real Property occurring to be repaired to a condition as nearly as practicable to that existing prior to the Closing together withdamage, with reasonable speed and diligence, subject to delays which may arise by reason of adjustment of loss under insurance policies, governmental regulations or for delays beyond the control of the Authority. The Authority shall not, however, be obligated to repair, restore, or rebuild any of Licensee's personal property, including, but not limited to, the Equipment. The Authority shall not be liable for any inconvenience or annoyance to Licensee, or injury to Licensee’s business resulting in any way from such damage or the repair thereof, except to the extent the site is rendered unusable for Licensee’s intended purpose, in which case the case License Fees shall be abated proportionately. In the event the damage shall involve the Hotel generally and shall be so extensive that the Authority shall decide, at its sole discretion, not to repair or rebuild the Hotel or the premises, or if the casualty shall not be of a casualtytype insured against under standard fire policies with extended type coverage, a reasonably detailed estimate or if the holder of any mortgage, deed of trust or similar security interest covering the cost to Hotel Sites or premises at the Hotel shall not permit the application of adequate insurance proceeds for repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemnedrestoration, damaged or destroyedthis License Agreement shall, Purchaser shall have at the option of either (i) applying the proceeds of any condemnation award Authority or payment under any insurance policies (other than business interruption or rental loss insurance applicable Licensee, exercisable by written notice to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent other party within twenty (20) days after Purchaser has received written notice from Seller the Authority is notified of or otherwise becomes aware of the occurrence of the casualty, be terminated as of the date of such material condemnationcasualty, damage or destruction and, if necessary, and the Closing date License Fees (taking into account any abatement as aforesaid) and the utility fees shall be extended adjusted to give Purchaser the full termination date and Licensee shall thereupon promptly vacate Licensee's Equipment at the Hotel. Notwithstanding the foregoing, Licensee shall be permitted to terminate this License Agreement in the event the Hotel, or portions thereof on which the Equipment is located, has been rendered unusable for Licensee’s intended purpose, and (i) the Authority’s estimated period for completion of the repair and restoration of the Hotel or portions thereof used by Licensee exceeds thirty (30) days (the Authority shall deliver such estimate to Licensee within twenty (20) days after the casualty), or (ii) the Authority does not complete such restoration within thirty (30) days from the date of such casualty (by giving the Authority five (5) days’ notice at the expiration of such thirty (30) day period period). If at any time during the Term of this License Agreement all or "substantially all" (meaning the remaining portion thereof shall not be of sufficient size or condition to make such election. Ifpermit the continuation of Licensee's business in a commercially reasonable manner) of the Hotel or the Hotel Sites and other improvements located on the real estate upon which the sites are located shall be taken in the exercise of the power of eminent domain by any governmental or other authority, prior or by deed in lieu of condemnation, then Licensee may terminate this License Agreement by providing written notice to the ClosingAuthority within thirty (30) days of such condemnation or eminent domain action, a portion which termination shall be effective as of the Real Property is condemned, damaged or destroyed and such portion is not a material portion date of the Real Property, the proceeds vesting of any condemnation award or payment title in such taking and any applicable deductible under any insurance policies prepaid License Fees or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, utility fees shall be applied toward the payment apportioned as of the Purchase Price said date and reimbursed to the extent such condemnation Licensee. The Authority and Licensee shall each be entitled to pursue their own separate awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to such taking. In the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes event of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a any taking of any less than all or substantially all of the Improvementsproperty on which the sites are located, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk this License Agreement shall continue and the reasonable cost for repairing Authority and Licensee shall be entitled to pursue their own separate awards with respect to such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchasertaking.

Casualty and Condemnation. Promptly upon learning thereof(a) In the event of a Casualty Loss, to the extent insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Real Property occurring prior to the Closing together withDate to repair, in restore or replace such damaged or taken Hydrocarbon Interests, Seller shall at the case Closing pay to Buyer all insurance proceeds, condemnation proceeds, awards and payments theretofore paid to Seller by reason of such Casualty Loss. Any insurance proceeds, condemnation proceeds, awards and payments paid to Seller or an Affiliate of Seller (excluding Acquired Companies) after Closing by reason of a casualtyCasualty Loss of Hydrocarbon Interests, a reasonably detailed estimate of the cost shall be paid to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained Buyer promptly upon receipt by Seller. If prior Notwithstanding the foregoing, any insurance proceeds, condemnation proceeds, awards and payments (or any rights thereto) by reason of a Casualty Loss that are held by or owed to Seller for the account or benefit of any third Person joint interest owners shall not be paid by Seller to Buyer pursuant to this Section 6.9 and shall instead be transferred to the Closing all successor operator or a material portion other Person responsible therefor pursuant to the terms of the Real Property is condemned, damaged applicable operating or destroyed, Purchaser shall have the option of either (iother agreement. All payments required to be made by Seller to Buyer after Closing pursuant to this Section 6.9(a) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser net of all reasonable, out-of-pocket costs and expenses incurred by Seller (or any of its Affiliates, excluding the full twenty Acquired Companies) in collecting the same. (20b) day period to make such election. If, prior to the From and after Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Sellerreasonably cooperate and comply (at Buyer’s right, title sole cost and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim expense) with Buyer’s reasonable written directions and instructions with respect to Seller’s pursuit of the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean collection (A) damage that will cost in excess of Five Million Dollars ($5,000,000)under Seller’s, or will take longer than six months, to repairits Affiliates’ insurance policies) of any insurance proceeds attributable to, or (B) condemnation that results in a taking of any of the Improvementsotherwise asserted to be payable with respect to, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserCasualty Loss.

Casualty and Condemnation. Promptly upon learning thereof(a) If any Casualty to any of the Related Premises occurs, Seller Tenant shall give Purchaser written Landlord and Lender immediate notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under any condemnation, damage or destruction of the Real Property occurring prior insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser insurers and Landlord shall have the option of either (i) applying the proceeds right to join with Tenant therein. Any final adjustment, settlement or compromise of any condemnation award such claim shall be subject to the prior written approval of Landlord, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant’s attorneys-in-fact to endorse any insurance policies (other than business interruption or rental loss insurance applicable draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to the period prior to Closing) toward the payment of the Purchase Price Lender if and to the extent such condemnation awards that any Mortgage so provides. (b) Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. So long as no Event of Default exists, Tenant is authorized to collect, settle and compromise the amount of any Net Award and Landlord shall have the right to join with Tenant therein. If an Event of Default exists, Landlord shall be authorized to collect, settle and compromise the amount of any Net Award and Tenant shall not be entitled to participate with Landlord in any Condemnation proceeding or insurance payments have been received by Seller, receiving from Seller an amount equal negotiations under threat thereof or to any applicable deductible under any such insurance policy contest the Condemnation or the amount of the Net Award therefor. No agreement with any uninsured losscondemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord. Subject to the provisions of this Paragraph 17(b); Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, provided Seller has whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise; provided, however, Tenant shall have the right to fifteen percent (15%) of any Net Award that is in excess of the Acquisition Cost for the applicable Related Premises. Nothing in this Lease shall impair Tenant’s right to any award or payment on account of Tenant’s trade fixtures, equipment or other tangible property which is not terminated this Agreement in accordance with this Article 12part of the Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and receiving an assignment from Seller of Seller’s rightdoes make, title a separate claim therefor against the condemnor and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, claim does not in any way reduce either the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion amount of the Real Property is condemned, damaged or destroyed and such portion is not a material portion award otherwise payable to Landlord for the Condemnation of Landlord’s fee interest in the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies Related Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant’s leasehold interest hereunder. The rights of Landlord under this Paragraph 17(b) shall also be extended to Lender if and to the extent that any uninsured lossMortgage so provides. (c) If any Partial Casualty (whether or not insured against) or Partial Condemnation shall occur to any Related Premises, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations, except as provided Seller has not terminated in Paragraph 19(d). Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraph 12(a), shall commence and diligently continue to restore the Leased Premises as nearly as possible to their value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Agreement Lease). Upon the receipt by Landlord of the entire Net Award of such Partial Casualty or Partial Condemnation, Landlord shall make such Net Award available to Tenant for restoration in accordance with this Article 12, shall be applied toward the payment of the Purchase Price and subject to the extent such condemnation awards provisions of Paragraph 19(a). If any Casualty or insurance payments have been received by Seller Condemnation which is not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply with the terms and Seller shall assign to Purchaser all conditions of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to Paragraph 18. (d) In the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes event of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking Requisition of any of the ImprovementsLeased Premises, each installment of Basic Rent payable on or after the date on which the Net Award is paid shall be reduced by a fraction, the denominator of which shall be the total amount of all Basic Rent due from such date to and including the last Basic Rent Payment Date for the then existing Term and the numerator of which shall be the amount of such Net Award retained by Landlord. Upon the expiration of the Term, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction Net Award which shall not covered have been previously credited to Tenant shall be retained by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLandlord.

Casualty and Condemnation. Promptly (a) Subject to the provisions of this Article XIV, if all or any portion of the Leased Property suffers a Casualty (other than a Significant Casualty as to which a Termination Notice has been given), Lessee shall control the negotiations with the relevant insurer and, except as otherwise provided in this Section 14.1, any insurance proceeds payable with respect to such Casualty shall be paid directly to the Lessee, or if received by the Collateral Agent or any Participant, shall be paid over to the Lessee and shall be used by Lessee solely for the reconstruction, restoration and repair of such Leased Property, and if the use of, access to, occupancy of or title to the Leased Property or any part thereof is the subject of a Condemnation (other than a Significant Condemnation as to which a Termination Notice has been given), then any award or compensation relating thereto shall be paid, except as otherwise provided in the Ground Lease and the other Related Agreements, and this Section 14.1, to the Lessee and shall be used by Lessee solely for the restoration of the Leased Property. Any insurance proceeds or condemnation award or compensation in excess of $2,000,000 for any single Casualty or Condemnation which are payable with respect to a Casualty or Condemnation (whether or not a Significant Casualty or a Significant Condemnation, respectively) shall be held in trust by the Collateral Agent in a segregated account (the “Proceeds Account”) for reimbursement to the Lessee from time to time during the course of the Lessee’s restoration of the Leased Property and compliance with the provisions of Article IX hereof. Any such amounts held by the Collateral Agent shall be invested by the Collateral Agent in Permitted Investments at the direction of the Lessee from time to time, with all interest and earnings on such investments being payable to the Lessee promptly upon learning thereofreceipt thereof by the Collateral Agent from time to time. All amounts held by the Lessor, Seller the Collateral Agent or any of the Lenders on account of any award, compensation or insurance proceeds paid directly to or otherwise received by the Lessor, the Collateral Agent or any of the Lenders shall promptly be remitted to the Lessee (or if the immediately preceding sentence is applicable, the Collateral Agent) to be applied in accordance with this Section 14.1. Each of the Lessee and the Lessor shall, prior to any deposit contemplated by this Section 14.1 in the Proceeds Account, and thereafter from time to time as reasonably requested by the Collateral Agent, take any and all actions (including, without limitation, the execution of such security and other agreements and UCC financing statements as the Collateral Agent shall reasonably request) reasonably requested by the Collateral Agent in order to grant to the Collateral Agent (on behalf of the Participants) a first priority perfected Lien on and security interest in the Proceeds Account and any and all amounts and other property from time to time on deposit therein. To the extent that Lessor has Funded amounts for the repair, rebuilding and reconstruction of the Leased Property, and insurance proceeds or condemnation awards are received thereafter, such proceeds and awards in amounts equal to such Fundings by Lessor shall be paid to the Collateral Agent and applied in accordance with Section 5.3(d)(iii) of the Participation Agreement. Notwithstanding the foregoing, if any Event of Default shall have occurred and be continuing, all awards, compensations or insurance proceeds shall be paid directly to the Collateral Agent or, if received by the Lessee, shall be held in trust for the Participants and shall be paid over by the Lessee to the Collateral Agent. All amounts held by the Lessor or the Collateral Agent on account of any award, compensation or insurance proceeds either paid directly to the Lessor or the Collateral Agent or turned over to the Lessor or the Collateral Agent, in each case after the occurrence and during the continuance of an Event of Default, shall at the option of the Lessor (at the direction of the Participants) either be (A) paid to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with this clause (a), or (B) applied pursuant to Section 5.3 of the Participation Agreement to the Lease Balance and any other amounts owed by Lessee under the Operative Documents in accordance with Article XVI hereof and Section 5.3(j) of the Participation Agreement. (b) In the event any part of the Leased Property becomes subject to condemnation or requisition proceedings during the Term, Lessee shall give Purchaser notice thereof to Lessor promptly after Lessee has knowledge thereof and, to the extent permitted by Applicable Laws, Lessee shall control the negotiations with the relevant Governmental Authority unless an Event of Default exists or such condemnation or requisition could result in a Significant Condemnation in which case Lessor shall be entitled to control such negotiations; provided, that in any event, Lessor may participate at Lessor’s expense (if an Event of Default exists Lessor may control or participate at Lessee’s expense, subject to Section 16.5 hereof) in such negotiations; and provided in all cases, that no settlement will be made without Lessor’s prior written notice consent (which consent shall not be unreasonably withheld, conditioned or delayed). Lessee shall give to Lessor such information, and copies of such documents, which relate to such proceedings, or which relate to the settlement of amounts due under insurance policies required by Article XIII, and are in the possession of Lessee, as are reasonably requested by Lessor. If the proceedings relate to a Significant Condemnation, Lessee shall act diligently in connection therewith. Nothing contained in this Section 14.1(b) shall diminish Lessor’s rights with respect to condemnation awards and property insurance proceeds under Articles XIII or XIV. (c) In no event shall a Casualty or Condemnation affect the Lessee’s obligations to pay Rent pursuant to Section 3.1 or to perform its obligations and pay any condemnationamounts due on the Expiration Date or pursuant to Articles XVIII and XXI. (d) If, pursuant to this Article XIV, this Lease shall continue in full force and effect following a Casualty or Condemnation, the Lessee shall, at its sole cost and expense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore the Leased Property in accordance with this clause (d), pay the shortfall) and promptly and diligently repair any damage to the Leased Property caused by such Casualty or destruction Condemnation in conformity with the requirements of Sections 9.1 and 10.1 so as to restore the Real Leased Property occurring to at least the same condition and value as existed immediately prior to the Closing together withsuch Casualty or, in the case of a casualtyCondemnation, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior as close to the Closing all or a material portion of the Real Property is condemnedsame condition as possible. In such event, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable title to the period prior to Closing) toward Leased Property shall remain with the payment of the Purchase Price Lessor subject to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount terms of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice Lease. Upon completion of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller restoration, the Lessee shall, if the actual cost of such material condemnationrestoration exceeds $2,000,000, damage or destruction and, if necessary, the Closing date shall be extended furnish to give Purchaser the full twenty (20) day period Lessor a Responsible Officer’s Certificate confirming that such restoration has been completed pursuant to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLease.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall (a) Borrower will give Purchaser written Lender notice of any condemnationCasualty immediately after it occurs and will give Lender notice of any Condemnation Proceeding immediately after Borrower receives notice of commencement or notice that such a Condemnation Proceeding will be commencing. Borrower immediately will deliver to Lender copies of all documents Borrower delivers or receives relating to the Casualty or the Condemnation Proceeding, as the case may be. (b) Borrower authorizes Lender, at Lender’s option, to act on Borrower’s behalf to collect, adjust and compromise any claims for loss, damage or destruction of under the Real Property occurring prior Policies on such terms as Lender determines in Lender’s sole discretion. Borrower authorizes Lender to act, at Lender’s option, on Borrower’s behalf in connection with any Condemnation Proceeding. Borrower will execute and deliver to Lender all documents requested by Lender and all documents as may be required by Law to confirm such authorizations. Nothing in this Section will be construed to limit or prevent Lender from joining with Borrower either as a co-defendant or as a co-plaintiff in any Condemnation Proceeding. (c) If Lender elects not to act on Borrower’s behalf as provided in this Section, then Borrower promptly will file and prosecute all claims (including Lender’s claims) relating to the Closing together withCasualty and will prosecute or defend (including defense of Lender’s interest) any Condemnation Proceeding. Borrower will have the authority to settle or compromise the claims or Condemnation Proceeding, in as the case of a casualtymay be, a reasonably detailed estimate of provided that Lender has approved in Lender’s sole discretion any compromise or settlement that exceeds $350,000.00. Any check for Insurance Proceeds or Condemnation Awards, as the cost case may be (the “Proceeds”) will be made payable to repair Lender and Borrower. Borrower will endorse the damage check to Lender immediately upon Lender presenting the check to Borrower for endorsement or destroyed Real Property prepared by a third party engineer or contractor retained by Sellerif Borrower receives the check first, will endorse the check immediately upon receipt and forward it to Lender. If prior any Proceeds are paid to Borrower, Borrower immediately will deposit the Closing all Proceeds with Lender, to be applied or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement disbursed in accordance with the provisions of this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore Mortgage. Lender will be responsible for only the Proceeds actually received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLender.

Casualty and Condemnation. Promptly upon learning thereofNotwithstanding any provision in this Sublease, Seller or in the Master Lease, to the contrary, Sublandlord shall give Purchaser written notice have no liability for Master Landlord’s obligations under Paragraphs 17 and 18 of the Master Lease or any other provision of the Master Lease to repair or restore the Subleased Premises or any part thereof in the event of damage by fire or other casualty or in the event of a condemnation, in whole or in part, of the Subleased Premises or the Building. To the extent Sublandlord shall be entitled to any abatement of any condemnation, damage or destruction of the Real Property occurring prior rent with respect to the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material any portion of the Real Property is condemnedSubleased Premises under the Master Lease, damaged or destroyed, Purchaser Subtenant shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price a corresponding abatement, and to the extent such condemnation awards or insurance payments that Sublandlord has the right to terminate the Master Lease pursuant to said Paragraphs, Subtenant shall have been a corresponding right to terminate this Sublease. In no case shall Sublandlord exercise any right to terminate the Master Lease without Master Landlord signing a non-disturbance agreement with Subtenant which shall recognize Subtenant’s rights under the Sublease. Any notices to be provided by Subtenant pursuant to the Master Lease shall be provided to both Sublandlord and Master Landlord. Any notices received by Seller, receiving from Seller an amount equal Sublandlord pursuant to any applicable deductible under any such insurance policy the Master Lease relating to the Subleased Premises or which would materially affect the amount rights of any uninsured loss, Subtenant shall be promptly provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest to Subtenant. If Master Landlord defaults in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim its obligations with respect to the Real Property following Subleased Premises under the Effective Date without first receiving PurchaserMaster Lease, and Sublandlord fails to diligently enforce its rights against the Master Landlord thereunder, then subject to the terms of Subtenant’s prior written consent theretoindemnification obligations set forth herein, Subtenant shall have the same rights which shall not be unreasonably withheld. For purposes of this Article 12would have been exercisable by Sublandlord under the Master Lease with respect to the Subleased Premises, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000)to pursue a claim, action, proceeding or arbitration for injunction, damages, or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserremedy against Master Landlord.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Real Property occurring prior (a) Subject to the Closing together withprovisions of this Article XIV, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing if all or a material any portion of the Real Leased Property suffers a Casualty during the Term (other than a Significant Casualty as to which a Termination Notice has been given), Lessee shall give notice thereof to Lessor promptly after Lessee has knowledge thereof and Lessee shall control the negotiations with the relevant insurer (unless an Event of Default exists in which case Lessor shall be entitled to control such negotiations) and, except as otherwise provided in this Section 14.1, and any insurance proceeds payable by an insurer with respect to such Casualty up to $50,000,000 individually and $100,000,000 in the aggregate per annum shall be paid directly to the Lessee, or if received by Lessor, the Administrative Agent or the Lenders, shall be paid over to the Lessee and shall be used by Lessee solely for the reconstruction, restoration and repair of such Leased Property, and if the use of, access to, occupancy of or title to the Leased Property or any part thereof is condemnedthe subject of a Condemnation (other than a Significant Condemnation as to which a Termination Notice has been given), damaged then any award or destroyedcompensation relating thereto up to $50,000,000 individually and $100,000,000 in the aggregate per annum shall be paid to the Lessee and shall be used by Lessee solely for the restoration of the Leased Property. Notwithstanding the foregoing, Purchaser if any Event of Default shall have occurred and be continuing, such award, compensation or insurance proceeds payable by an insurer shall be paid directly to the Administrative Agent or, if received by the Lessee, shall be held in trust for the Participants and shall be paid over by the Lessee to the Administrative Agent. All amounts held by Lessor or Administrative Agent on account of any award, compensation or insurance proceeds either paid directly to Lessor or Administrative Agent or turned over to Lessor or Administrative Agent, to the extent not otherwise required to be paid to the Lessee, shall be held in trust in a segregated account and applied to reimburse the Lessee from time to time during the course of the Lessee’s reconstruction, restoration and/or repair of the Leased Property and compliance with the provisions of Article IX hereof (or to otherwise make payments for any costs and expenses thereof as directed by the Lessee); provided, however, in each case after the occurrence and during the continuance of an Event of Default such proceeds shall at the option of Lessor (at the direction of the Required Participants) either be (iA) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable paid to the period prior Lessee for the reconstruction, restoration and/or repair of such Leased Property subject to Closing) toward the payment of the Purchase Price to the extent such condemnation awards Casualty or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement Condemnation in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Sellerclause (A), or (iiB) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior applied to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment Lease Balance and any applicable deductible other amounts owed by Lessee under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement Operative Documents in accordance with this Article 12, shall be applied toward XVI. (b) In the payment event any part of the Purchase Price Leased Property becomes subject to condemnation or requisition proceedings during the Term, Lessee shall give notice thereof to Lessor promptly after Lessee has knowledge thereof and, to the extent permitted by Applicable Laws, Lessee shall control the negotiations with the relevant Governmental Authority unless an Event of Default exists or such condemnation awards or insurance payments have been received by Seller and Seller requisition could result in a Significant Condemnation in which case Lessor shall assign be entitled to Purchaser all of Seller’s rightcontrol such negotiations; provided, title and interest that in any unpaid awards event, Lessor may participate at Lessor’s expense (or, if an Event of Default exists, Lessor may control or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date participate at Lessee’s expense) in such negotiations; and provided in all cases, that no settlement will be made without first receiving PurchaserLessor’s prior written consent thereto, (which consent shall not be unreasonably withheld, conditioned or delayed). For purposes Lessee shall give to Lessor such information, and copies of such documents, which relate to such proceedings, or which relate to the settlement of amounts due under insurance policies required by Article XIII, and are in the possession of Lessee, as are reasonably requested by Lessor. If the proceedings relate to a Significant Condemnation, Lessee shall act diligently in connection therewith. Nothing contained in this Section 14.1(b) shall diminish Lessor’s rights with respect to condemnation awards and property insurance proceeds under Articles XIII or XIV. (c) In no event shall a Casualty or Condemnation affect the Lessee’s obligations to pay Rent pursuant to Section 3.1 or to perform its obligations and pay any amounts due on the Expiration Date or pursuant to Articles XVIII and XXI. (d) If, pursuant to this Article XIV, this Lease shall continue in full force and effect following a Casualty or Condemnation, and provided that each of the Administrative Agent and the Participants releases and remits to Lessee all award, compensation or insurance proceeds held by the Administrative Agent or Lessor, as applicable, the Lessee shall, at its sole cost and expense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore the Leased Property in accordance with this clause (d), Lessee shall pay the shortfall), promptly and diligently repair any damage to the Leased Property caused by such Casualty or Condemnation in conformity with the requirements of Sections 9.1 and 10.1 so as to restore, to the extent practicable, the Leased Property to at least substantially the same condition and value, in each case in all material respects, as existed immediately prior to such Casualty or Condemnation or to another use permitted under Section 8.1; provided that, following completion of such changes and restorations, the value of the Leased Property is not substantially less than the value of the Leased Property immediately prior to such Casualty or Condemnation. In such event, title to the Leased Property shall remain with Lessor subject to the terms of this Article 12, the term “material portion” shall mean (A) damage that will cost Lease. Upon completion of restorations with costs in excess of Five Million Dollars ($5,000,000), upon the request of Lessor, the Lessee shall furnish to Lessor a Responsible Officer’s Certificate confirming that such restoration has been completed pursuant to this Lease. Any proceeds remaining after completion of such restoration shall be paid to, or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Propertyretained by, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserapplicable, the Lessee.

Casualty and Condemnation. Promptly upon learning thereof, Seller (a) Borrower shall give Purchaser written prompt notice to Lender of any condemnationCasualty or Condemnation. In the event of a Casualty or Condemnation where the loss does not exceed the Restoration Adjustment Threshold, damage Borrower may settle and adjust such claim; provided that (i) no Event of Default has occurred and is continuing and (ii) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty or destruction Condemnation where the loss exceeds the Restoration Adjustment Threshold or if an Event of Default then exists, Borrower may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower's cost, in any such adjustments. Lender shall be entitled to collect and receive any and all Loss Proceeds where the Loss Proceeds exceed the Restoration Adjustment Threshold. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Real Property occurring prior Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (b) Except as otherwise required under the Condominium Documents, all Loss Proceeds from any Casualty or Condemnation which exceed the Restoration Threshold shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Notwithstanding the foregoing, if the Loss Proceeds are less than the Restoration Threshold, then, provided no Event of Default has occurred and is continuing, and subject to the Closing together withterms of the Condominium Documents, the Loss Proceeds shall be paid to Borrower and shall be used to repair and restore the Property in accordance with the terms of this Agreement. If any Condemnation or Casualty occurs as to which, in the reasonable judgment of Lender: (i) in the case of a casualtyCasualty, a reasonably detailed estimate the cost of restoration would not exceed 30% of the cost fair market value of the Property and the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 30% of the gross rentable area of the Property, or result in cancellation of Leases covering more than 30% of the base contractual rental revenue; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of the Property; (iii) restoration of the Property is reasonably expected to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If be completed prior to the Closing all expiration of rental interruption insurance and at least six months prior to the Maturity Date, unless on or prior to such date the Borrower (x) shall deliver to the Lender and there shall remain in effect a material binding written offer, subject only to customary conditions, of an Eligible Institution or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State of New York for a loan from such Eligible Institution or such other financial institution or investment bank to the Borrower in a principal amount of not less than the then Principal Indebtedness and which shall, in the Lender's reasonable judgment, enable the Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency Confirmation; and (iv) after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of the Property immediately prior to such Condemnation or Casualty (assuming the affected portion of the Real Property is condemnedrelet); or if Lender otherwise elects to allow Borrower to restore the Property, damaged then the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or destroyedrebuilding the Property or part thereof subject to the Casualty or Condemnation, Purchaser in the manner set forth below (and Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding of the Property in a workmanlike fashion and in accordance with applicable law to a status at least equivalent to the quality and character of the Property immediately prior to the Condemnation or Casualty). Provided that no Event of Default shall have the option of either occurred and be then continuing, Lender shall disburse such Loss Proceeds to Borrower upon Lender's being furnished with (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable evidence reasonably satisfactory to the period prior to Closing) toward the payment it of the Purchase Price to estimated cost of completion of the extent such condemnation awards or insurance payments have been received by Sellerrestoration, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration, and (iii) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by delivering written notice of such termination Lender to Seller exceed the Restoration Adjustment Threshold be submitted to and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, approved by Lender prior to the Closing, a portion commencement of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, work (which approval shall not be unreasonably withheld). For purposes If Lender reasonably estimates that the cost to restore will exceed the Restoration Adjustment Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower's request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of this Article 12such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. (c) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Property. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys' fees and disbursements, and, if reasonably necessary to collect such proceeds, the term “material portion” expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. (d) If Borrower is not entitled to apply Loss Proceeds toward the restoration of the Property pursuant to Section 5.16(b) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall mean be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (A) damage that will cost in excess of Five Million Dollars ($5,000,000calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). If the Note has been bifurcated into multiple Notes pursuant to Section 1.1(c), or will take longer than six monthsall prepayments of the Loan made by Borrower in accordance with this Section 5.16(d) shall be applied to the Notes on a pro rata, pari passu basis. (e) If Borrower is entitled to repairapply Loss Proceeds toward the restoration of the Property pursuant to Section 5.16(b), then, after the completion of such restoration in accordance herewith, including, without limitation, delivery of all temporary certificates of occupancy, lien waivers and other evidence Lender may reasonably require to evidence the lien free completion of such restoration in compliance with all Legal Requirements, as long as no Event of Default has occurred which is continuing, Lender shall disburse to Borrower, or (B) condemnation that results during a Cash Trap Period, deposit in a taking of the Cash Management Account, any undisbursed portion of the ImprovementsLoss Proceeds. (f) Notwithstanding anything contained herein to the contrary, any parking spacesthe provisions of Section 5.16 are subject to the provisions of the Condominium Documents. (g) Notwithstanding anything to the contrary contained herein, any ingress in the event of a Casualty that destroys or egress substantially damages 75% or any other portion more of the Building whereby the Unit Owners (whether directly, indirectly, by proxy otherwise) fail to elect to rebuild and restore the Building pursuant to Section 6.3.4 of the By Laws, Lender shall be entitled to treat all amounts Borrower otherwise is entitled to receive pursuant to Section 6.3.4 of the By-Laws upon a sale of the Property (or the land thereunder) or otherwise or pursuant to Section 339-cc of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance Law of the Real Property. If the damage or destruction arises out State of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, New York as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLoss Proceeds.

Casualty and Condemnation. Promptly upon learning thereof, Seller Mortgagor shall give Purchaser Mortgagee prompt written notice of the occurrence of any condemnationcasualty affecting, or the institution of any proceedings for eminent domain or for the condemnation of, the Property or any portion thereof; provided that with respect to any casualty affecting the Property, Mortgagor shall only be required to provide Mortgagee with written notice thereof if the reasonably estimated insurance proceeds for such casualty are equal to or exceed $250,000, or Mortgagor otherwise receives or should reasonably have notice of such casualty. All insurance proceeds on the Property, and all causes of action, claims, compensation, awards and recoveries for any damage, condemnation or taking of all or any part of the Property or for any damage or destruction injury to it or any loss or diminution in value of the Real Property, are hereby assigned to and shall be paid to Mortgagee; provided that so long as (x) the Primary Lease is in full force and effect and there are no defaults thereunder, (y) no Event of Default hereunder shall have occurred and be continuing and (z) such insurance proceeds or compensation for any such condemnation do not, in the aggregate, exceed $250,000, then such insurance proceeds or compensation for any such condemnation (but in no event, in the aggregate, more than $250,000) shall not be assigned to Mortgagee so long as same are assigned to Primary Tenant and used by Primary Tenant for the restoration or repair of the Property. Mortgagee may participate in any suits or proceedings relating to any such proceeds, causes of action, claims, compensation, awards or recoveries and Mortgagee is hereby authorized, in its own name or in Mortgagor's name, to adjust any loss covered by insurance or any condemnation claim or cause of action, and to settle or compromise any claim or cause of action in connection therewith, and Mortgagor shall from time to time deliver to Mortgagee any instruments required to permit such participation; provided, however, that Mortgagee shall not have the right to participate in the adjustment of any loss which is not in excess of the lesser of (i) ten percent (10%) of the then outstanding principal balance of the Note and (ii) $500,000.00. Mortgagee shall apply any sums received by it under this Section first to the payment of all of its costs and expenses (including, but not limited to, reasonable legal fees and disbursements) incurred in obtaining those sums, and then, as follows: (a) Except to the extent otherwise provided in Section 1.9(c) hereof, in the event of a taking of not more than fifteen percent (15%) of the Improvements or a casualty damaging not more than thirty percent (30%) of the Improvements then if: (1) no Event of Default is then continuing hereunder, and (2) the Property occurring can, in Mortgagee's judgment, with diligent restoration or repair, be returned to a condition at least equal to the condition thereof that existed prior to the Closing together withcasualty or partial taking causing the loss or damage within the earlier to occur of (i) six (6) months after the receipt of insurance proceeds or condemnation awards by either Mortgagor or Mortgagee and (ii) six (6) months prior to the Maturity Date (as defined in the Note), and (3) all necessary governmental approvals can be obtained to allow the rebuilding and reoccupancy of the Property as described in Section 1.9(a)(2) above, and (4) there are sufficient sums available (through insurance proceeds or condemnation awards and contributions by Mortgagor, the full amount of which shall at Mortgagee's option have been deposited with Mortgagee) for such restoration or repair (including, without limitation, for any costs and expenses of Mortgagee to be incurred in administering said restoration or repair) and for payment of principal and interest to become due and payable under the Note during such restoration or repair, and (5) the economic feasibility of the Improvements after such restoration or repair (and including the impact of the termination or amendment of any Leases due to such casualty or condemnation) will be such that income from their operation is reasonably anticipated to be sufficient to pay operating expenses of the Property and debt service on the indebtedness secured hereby in full with the same coverage ratio considered by Mortgagee in its determination to make the loan secured hereby, and (6) Mortgagor shall have delivered to Mortgagee, at Mortgagor's sole cost and expense, an appraisal report in form and substance reasonably satisfactory to Mortgagee appraising the value of the Property as proposed to be restored or repaired to be not less than the appraised value of the Property considered by Mortgagee in its determination to make the loan secured hereby, (7) Mortgagor so elects by written notice delivered to Mortgagee within fifteen (15) days after settlement of the aforesaid insurance or condemnation claim, (8) Mortgagee receives from each tenant then occupying 10% or more of the Improvements an estoppel certificate and agreement in form, scope and substance acceptable to Mortgagee in its sole discretion confirming that such tenant shall reoccupy the portion of the Improvements demised to it, on all of the terms of its lease in effect immediately prior to such taking or destruction (including payment of rent) upon such restoration or repair, and (9) Mortgagee receives confirmation or an estoppel certificate or other evidence acceptable to Mortgagee from the tenant under the Primary Lease that it shall reoccupy the Improvements pursuant to the terms of the Primary Lease as in effect on the date hereof or as otherwise approved by Mortgagee, then, Mortgagee shall, solely for the purposes of such restoration or repair, advance so much of the remainder of such sums as may be required for such restoration or repair, and any funds deposited by Mortgagor therefor, to Mortgagor in the manner and upon such terms and conditions as would be required by a prudent interim construction lender, including, but not limited to, the prior approval by Mortgagee of plans and specifications, contractors and form of construction contracts and the furnishing to Mortgagee of permits, bonds, lien waivers, invoices, receipts and affidavits from contractors and subcontractors in form and substance reasonably satisfactory to Mortgagee in its discretion, with any remainder being applied by Mortgagee for payment of the indebtedness secured hereby in whatever order Mortgagee directs in its absolute discretion. (b) Except to the extent otherwise provided in Section 1.9(c) hereof, in the case event that Mortgagor does not elect to restore or repair the Property pursuant to clause (a) above, or if the taking or casualty is of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material greater portion of the Real Property is condemnedImprovements than specified in clause (a) above, damaged or destroyedotherwise fails to meet the requirements of clause (a) above, Purchaser then in any of such events, Mortgagee shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable elect, in Mortgagee's absolute discretion and without regard to the period prior adequacy of Mortgagee's security, to Closingdo either of the following: (1) toward accelerate the maturity date of the Note and declare any and all indebtedness secured hereby to be immediately due and payable (without prepayment penalty so long as no Event of Default has occurred) and apply the remainder of such sums received pursuant to this Section to the payment of the Purchase Price indebtedness secured hereby in whatever order Mortgagee directs in its absolute discretion, with any remainder being paid to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by SellerMortgagor, or (ii2) terminating this Agreement notwithstanding that Mortgagor may have elected not to restore or repair the Property pursuant to the provisions of Section 1.9(a)(7) above, require Mortgagor to restore or repair the Property (a "Required Restoration") in the manner and upon such terms and conditions as would be required by delivering written notice of such termination a prudent interim construction lender, including, but not limited to Seller and Escrow Agent the deposit by Mortgagor with Mortgagee, within twenty thirty (2030) days after Purchaser has received written notice demand therefor, of any deficiency necessary in order to assure the availability of sufficient funds to pay for such restoration or repair, including Mortgagee's costs and expenses to be incurred in connection therewith, the prior approval by Mortgagee of plans and specifications, contractors and form of construction contracts and the furnishing to Mortgagee of permits, bonds, lien waivers, invoices, receipts and affidavits from Seller contractors and subcontractors in form and substance satisfactory to Mortgagee in its discretion, and apply the remainder of such material condemnationsums toward such restoration and repair, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of with any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be balance thereafter remaining being applied toward the by Mortgagee for payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest indebtedness secured hereby in any unpaid awards or paymentswhatever order Mortgagee directs in its absolute discretion. Seller shall not settle any insurance or condemnation claim with respect to the Real Property The following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Propertyterms, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser.used in this Deed of Trust, shall have the following meanings:

Casualty and Condemnation. Promptly upon learning thereof(a) Subject to Paragraph 17(b) and the immediately following sentence, Seller Landlord and/or Lender shall give Purchaser written notice of be entitled to adjust, collect and compromise insurance claims which relate to any condemnation, Casualty involving property damage or destruction of the Real Property occurring prior to the Closing together with, Leased Premises. Notwithstanding anything in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior this Lease to the Closing contrary, Tenant shall be entitled to adjust, collect and compromise all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either insurance claims which relate to: (i) applying the proceeds Business Income/Interruption Insurance provided for in Paragraph 16(a)(v), subject, however, to Landlord's rights to Rent; (ii) Tenant's Equipment; and (iii) any other insurance claim not involving property damage to the Leased Premises. (b) If any Casualty in excess of Fifty Thousand Dollars ($50,000) occurs, Tenant shall give Landlord and Lender immediate notice thereof. Except as specifically provided for in the following sentence, Landlord and Lender are hereby authorized to adjust, collect and compromise, in their discretion and upon notice to Tenant (except that no notice to Tenant shall be required if a Monetary Event of Default has occurred and is continuing), all claims relating to any Casualty and to execute and deliver on behalf of Tenant all necessary proofs of loss, receipts, vouchers and releases required by the insurers. Provided that no Monetary Event of Default has occurred and is continuing, Tenant shall be entitled to adjust, collect and compromise any Net Award that is less than Fifty Thousand Dollars ($50,000) without any notice to or consent of Landlord or Lender and shall be entitled to participate with Landlord and Lender in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty that is reasonably estimated by Landlord and Lender to be more than Fifty Thousand Dollars ($50,000). Tenant agrees to sign, upon the request of Landlord or Lender, all such proofs of loss, receipts, vouchers and releases. If Landlord or Lender so requests, Tenant shall adjust, collect and compromise any and all such claims equal to or in (c) Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. If Landlord receives a Condemnation Notice, Landlord shall give Tenant and Lender prompt notice thereof. Except as specifically provided in the following sentence, Landlord and Lender are authorized to collect, settle and compromise, in their discretion (and, if no Monetary Event of Default exists, upon notice to Tenant), the amount of any condemnation award Net Award. Provided that no Monetary Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord and Lender in any Condemnation proceeding or payment negotiations under any insurance policies (other than business interruption or rental loss insurance applicable threat thereof and to contest the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy Condemnation or the amount of the Net Award therefor. No agreement with any uninsured losscondemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord and Lender. Subject to the provisions of this Paragraph 17(c), provided Seller has not terminated Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant's leasehold interest hereunder or otherwise. Nothing in this Agreement in accordance with this Article 12Lease shall, however, impair Tenant's right to any award or payment on account of Tenant's Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and receiving an assignment from Seller of Seller’s rightdoes make, title a separate claim therefor against the condemnor and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, claim does not in any way reduce either the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion amount of the Real Property is condemned, damaged or destroyed and such portion is not a material portion award otherwise payable to Landlord for the Condemnation of Landlord's fee interest in the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies Leased Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant's leasehold interest hereunder. (d) If any uninsured lossPartial Casualty (whether or not insured against) or Partial Condemnation shall occur, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations, except as provided Seller has not terminated this Agreement in Paragraph 17(e) and 19(c). Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraph 12(a), shall commence and diligently continue to restore the Leased Premises as nearly as possible to their value, condition and character immediately prior to such event. Any Net Award of such Partial Casualty or Partial Condemnation payable to Landlord or Lender shall be made available to Tenant for restoration as promptly as practicable in accordance with this Article 12, shall be applied toward the payment of the Purchase Price and subject to the extent such condemnation awards provisions of Paragraph 19(a). If any Casualty or insurance payments have been received by Seller Condemnation which constitutes an Early Termination Event shall occur, Tenant shall comply with the terms and Seller shall assign to Purchaser all conditions of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to Paragraph 18. (e) In the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes event of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking Requisition of any of the Improvements, any parking spaces, any ingress or egress or any other portion of Leased Premises the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered Net Award payable by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence reason of such damage or destruction Requisition shall, at the election of Landlord, either to terminate this Agreement or to close be (i) retained by Landlord and credited against installments of Basic Rent for the transaction contemplated hereby with a reduction period of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser.such

Casualty and Condemnation. Promptly upon learning thereof(a) If, Seller during the period beginning on the date hereof and ending on the Applicable Closing Date, any Transferred Assets or any Stores, are damaged or destroyed, by fire or other casualty, then Sellers shall give Purchaser written notice of any condemnationpromptly notify Buyer, damage and Sellers shall promptly repair, replace and restore, or destruction of the Real Property occurring prior to the Closing together with, in the case of a casualtythe Leases, a reasonably detailed estimate of cause the cost applicable landlord or other appropriate party to repair promptly repair, replace and restore the same to substantially the condition thereof existing immediately prior to such damage or destroyed Real Property prepared by a third party engineer or contractor retained by Sellerdestruction. If In the event that such repair, replacement and restoration has not been completed in accordance with the preceding sentence prior to the Applicable Closing, then the Applicable Closing all for such affected Store shall be postponed until such repair, replacement or a material portion of restoration has been completed. Notwithstanding the Real Property is condemnedforegoing, damaged or destroyed, Purchaser shall have the option of either if (i) applying the proceeds estimated cost of any condemnation award or payment under any insurance policies repairs shall exceed $[***], as reasonably determined by Sellers, (other than business interruption or rental loss insurance applicable ii) the repairs are not reasonably expected to be completed within [***] days, and (iii) the period prior Store cannot be operated in the Ordinary Course of Business without disruption to Closing) toward customers during repairs, then Sellers shall as soon as reasonably possible following the payment occurrence of the Purchase Price destruction or damage, deliver a written notice to Buyer that is accompanied by an estimate prepared by Sellers’ architect or general contractor describing in reasonable detail the extent estimated time and cost to complete the repair or restoration. Within [***] days of its receipt from Sellers of such condemnation awards written notice and estimate, Buyer may in its sole discretion (1) elect to postpone the Applicable Closing for the affected Store until such repair, replacement or insurance payments have restoration has been received by Sellercompleted or (2) in lieu of the foregoing repair, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount replace and restore obligation of any uninsured lossSellers, provided Seller has not terminated (A) terminate this Agreement as to such Store (and this Agreement will be amended in accordance with Section 2.3(d)), without further recourse to the Parties hereto, assuming that other Stores remain under this Article 12Agreement, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction andor, if necessaryno Stores remain, the Closing date Agreement shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repairterminate, or (B) condemnation that results elect to proceed with the Applicable Closing with respect to such Store, in a taking which case Buyer will receive an assignment of all insurance proceeds and other payments received by Sellers in connection with such damage, together with an assignment of all of Sellers’ rights to claims in accordance with the applicable Lease, and all business interruption insurance proceeds for post-Closing business and all other insurance proceeds recoverable by Sellers in connection therewith to the extent such assignment is permitted under the terms of the applicable Leases and/or insurance policies, and only as and to the extent such policies are carried by Sellers. (b) If any portion of any of the Improvements, any parking spaces, any ingress or egress Stores (or any other portion Transferred Assets thereon) shall be the subject of a condemnation or taking by eminent domain or otherwise by any Governmental Authority or by deed in lieu thereof which reasonably impairs the value of the Real Property whichStore being operated in the Ordinary Course of Business (a “Taking”) prior to the Applicable Closing Date, then Buyer may, in each caseits sole discretion, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement as to such Store (and this Agreement will be amended in accordance with Section 2.3(d)), without further recourse to the Parties hereto, assuming that other Stores remain under this Agreement, or, if no Stores remain, the Agreement shall terminate. If Buyer elects to proceed with the Applicable Closing, then (A) there will be deducted from the applicable Closing Cash Payment an amount equal to all condemnation awards or other payments or awards received by Seller (subject to close applicable Lease provisions) in connection with such Taking and all insurance proceeds recovered by Sellers in connection therewith (if any, and only to the transaction contemplated hereby extent not properly applied to restoration as required under the applicable Leases) and (B) Buyer will receive an assignment of all condemnation awards or other payments or awards not yet received by Sellers in connection with a reduction such Taking (subject to applicable Lease provisions), together with an assignment of all of Sellers’ rights to claims in accordance with the applicable Lease for such condemnation awards, and all business interruption insurance proceeds for post-Closing business and all other insurance proceeds recoverable by Sellers in connection therewith to the extent such assignment is permitted under the terms of the Purchase Price equal applicable Leases and/or insurance policies, and only as and to the costs extent such policies are carried by Sellers. (c) The foregoing shall represent Buyer’s sole and exclusive rights and recourse with respect to an event described in this Section 2.8. For the avoidance of repairing doubt, the Real Property, foregoing shall be subject to any rights of the applicable landlord or its lender(s) as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserany affected Store.

Casualty and Condemnation. Promptly upon learning thereofSublessee shall promptly advise Sublessor if the 23rd Floor Premises are damaged by fire or casualty. Notwithstanding anything to the contrary contained in this Sublease or in the Prime Lease, Seller if the whole or any part of the 23rd Floor Premises shall give Purchaser be damaged by fire or casualty or is the subject of a condemnation, and if the Prime Lease is not terminated on account thereof by the Prime Landlord or Sublessor, then this Sublease shall remain in full force and effect and Sublessee’s obligation to pay Base Rent and any additional rent for the 23rd Floor Premises shall xxxxx if and to the extent Base Rent and additional rent, as the case may be, payable by Sublessor under the Prime Lease for the 23rd Floor Premises is abated pursuant to the terms of the Prime Lease, provided, however, that if Sublessor is entitled to terminate the Prime Lease by reason of such casualty or condemnation, Sublessee may terminate this Sublease as to any corresponding part of the 23rd Floor Premises by written notice of any condemnation, damage or destruction of the Real Property occurring to Sublessor prior to the Closing together with, in time Sublessor is required to give notice to Prime Landlord under the case of a casualty, a reasonably detailed estimate terms of the cost to repair Prime Lease and this Sublease shall so terminate provided further that the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to Prime Lease and all Sublessor’s obligations under the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim Prime Lease with respect to the Real Property following 23rd Floor Premises are correspondingly terminated. Sublessor shall not terminate or consent to termination of the Effective Date Prime Lease in the event of casualty or condemnation pursuant to the terms of the Prime Lease without first receiving Purchaser’s prior written consent theretoof Sublessee, which provided on condition that if Sublessee denies its consent to any such termination, then Sublessee shall not be unreasonably withheld. For purposes of this Article 12pay all rent, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000)costs and expenses, if any, payable with respect to or will take longer than six months, to repair, or (B) condemnation that results in a taking of any by reason of the Improvementsdecision not to terminate the Prime Lease including, any parking spaceswithout limitation, any ingress or egress or any other portion all rent and additional rent payable under the Prime Lease for the 23rd Floor Premises and the 25th Floor Premises, and shall indemnify and hold harmless Sublessor for all damages, costs and expenses that Sublessor incurs as a result of the Real Property which, in each case, in SellerSublesee’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing choice not to consent to such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchasertermination.

Casualty and Condemnation. Promptly upon learning thereof11.1 Landlord shall maintain all insurance policies deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, Seller shall give Purchaser written notice of any condemnation, damage preservation or destruction operation of the Real Property occurring prior Building, including standard fire and extended coverage insurance covering the Building in an amount not less than ninety percent (90%) of the replacement cost thereof or, at Landlord's option, all risk coverage and, if Landlord so elects, earthquake, flood and wind coverage. Subject to the Closing together withprovisions of subparagraph 10.2 below, such insurance shall be for the sole benefit of Landlord and under its sole control. Tenant shall not take out separate insurance concurrent in form or contributing in the case event of a casualtyloss with that required to be maintained by Landlord hereunder. Tenant shall maintain insurance on all Alterations erected by or on behalf of Tenant in, a reasonably detailed estimate on or about the Premises (but not any improvements erected for Tenant by Landlord at the commencement of the Term) in an amount not less than ninety percent (90%) of the replacement cost thereof. Such insurance shall be for the sole benefit of Tenant and under its sole control provided that Tenant shall be obligated to immediately commence the rebuilding of the improvements erected by Tenant and to apply such proceeds in payment of the cost thereof. 11.2 If the Building should be damaged by any peril covered by the insurance to repair be provided by Landlord under subparagraph 10.1, but only to such extent that the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either Building can in Landlord's estimation be materially restored within two hundred fifty (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20250) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property upon which Landlord is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received notified by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence Tenant of such damage or destruction either (except that Landlord may elect not to terminate this Agreement or to close rebuild if such damage occurs during the transaction contemplated hereby with a reduction last year of the Purchase Price equal Term), this Lease shall not terminate, and Landlord shall at its sole cost and expense thereupon proceed with reasonable diligence to rebuild and repair the costs of repairing Building to substantially the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable condition in which they existed prior to Purchaser.such damage,

Casualty and Condemnation. Promptly upon learning (a) Subject to the provisions of this Article XIV, if all or a portion of the Property is damaged or destroyed in whole or in part by a Casualty or if the use, access, occupancy, easement rights or title to the Property or any part thereof, Seller shall give Purchaser written notice is the subject of any condemnationa Condemnation, damage or destruction of the Real Property occurring prior to the Closing together with, then (i) in the case of a casualtyCasualty that is not a Significant Casualty, a reasonably detailed estimate any insurance proceeds payable with respect to such Casualty shall be paid directly to the Lessee, or if received by the Agent Lessor or any other Lessor, shall be paid over to the Lessee for the reconstruction, refurbishment and repair of the cost Property, and if such Casualty is a Significant Casualty, any insurance proceeds payable with respect to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior such Casualty (except to the Closing all extent such insurance proceeds relate to interruption of or a material portion damage to the Lessee's business operations or loss of or damage to assets of the Real Property Lessee or others which is condemned, damaged or destroyed, Purchaser not Property) shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable be paid to the period prior Administrative Agent to Closingbe applied in the discretion of the Lessee (unless there has occurred and is continuing an Event of Default, in which case such insurance proceeds shall be applied in the discretion of the Agent Lessor and the Administrative Agent) to the restoration of the Property or toward the payment of the Purchase Price Lease Balance, unless the Lessee has elected to remedy the extent such condemnation awards loss or insurance payments have been received by Seller, receiving damage resulting from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement Significant Casualty in accordance with this Article 12Section 15.1 and has satisfied all requirements thereof, in which case, all insurance proceeds shall be paid directly to the Lessee and (ii) in the case of a Condemnation (that is not a Significant Condemnation) of any part of the Property, any award or compensation relating thereto shall be paid to the Lessee and in the case of a Significant Condemnation such award or compensation shall be paid to the Administrative Agent to be applied in the Lessee's discretion (unless there has occurred and is continuing an Event of Default, in which case such award or condemnation proceeds shall be applied in the discretion of the Agent Lessor and the Administrative Agent) to the restoration of the Property or toward the payment of the Lease Balance unless the Lessee has elected to remedy the loss or damage resulting from the Significant Condemnation in accordance with Section 15.1, and receiving an assignment from Seller has satisfied all requirements thereto, in which case, all awards and compensation shall be paid directly to the Lessee; provided, however, that, in each case, if a Lease Event of Seller’s rightDefault shall have occurred and be continuing, title and interest in such award, compensation or insurance proceeds relating to the Property (excluding any such awards award, compensation or payments insurance proceeds relating to interruption of or damage to the Lessee's business operations or loss of or damage to assets of the Lessee or others which is not theretofore Property) shall be paid directly to the Administrative Agent or, if received by Sellerthe Lessee, shall be held in trust for the Lessors and the Lenders, and shall be paid by the Lessee to the Account to be distributed in accordance with the provisions of Article VII of the Participation Agreement. All amounts held by the Administrative Agent, the Agent Lessor or any Participant when a Lease Event of Default exists hereunder on account of any award, compensation or insurance proceeds either paid directly to the Lessors or the Lenders or turned over to the Lessors or the Lenders shall at the option of the Administrative Agent either be (i) paid to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with clause (d) of this Section 14.1, or (ii) terminating applied to the purchase price of the Property on the Termination Date in accordance with Article XV. (b) The Lessee may appear in any proceeding or action to negotiate, prosecute, adjust, settle or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At the Lessee's reasonable request, and at the Lessee's sole cost and expense, the Agent Lessor shall participate in any such proceeding, action, negotiation, prosecution or adjustment. The Agent Lessor, the Administrative Agent, the Participants and the Lessee agree that this Agreement by delivering written Master Lease shall control the rights of the parties in and to any such award, compensation or insurance payment. (c) If a Casualty shall occur or any party shall receive notice of an actual, pending or threatened Condemnation involving a Material impairment of the value of the Property or any interest therein, Lessee or such termination party, as the case may be, shall give notice thereof to Seller the Agent Lessor, the Lessee and Escrow the Administrative Agent within twenty (20) days promptly after Purchaser has received written notice from Seller the occurrence of such material condemnation, damage Casualty or destruction and, if necessary, the Closing date receipt of such notice. (d) If pursuant to this Section 14.1 and Section 15.1 hereof this Master Lease shall be extended to give Purchaser the continue in full twenty (20) day period to make such election. If, prior force and effect following a Casualty or Condemnation with respect to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of Lessee shall, at its sole cost and expense (and, without limitation, if any condemnation award award, compensation or insurance payment and any applicable deductible under any insurance policies or is not sufficient to restore the amount of any uninsured loss, provided Seller has not terminated this Agreement Property in accordance with this Article 12clause (d), the Lessee shall be applied toward pay the payment shortfall except for any amount caused by the gross negligence or willful misconduct of the Purchase Price Administrative Agent or Agent Lessor), promptly and diligently repair any damage to the extent Property caused by such condemnation awards Casualty or insurance payments have been received Condemnation in conformity with the requirements of Articles IX and X using the as-built Plans and Specifications for the Property (as modified to give effect to any subsequent Modifications, any Condemnation affecting the Property and all applicable Requirements of Law and as modified as reasonably requested by Seller the Lessee and Seller shall assign reasonably consented to Purchaser all of Seller’s rightby the Agent Lessor, so long as such modifications do not materially impair the utility, operation, function or value so as to restore the Property to at least the same condition, operation, function and value as existed immediately prior to such Casualty or Condemnation (assuming the Property was then in the condition required by this Lease) with such Modification as the Lessee may elect in accordance with Section 10.1. In such event, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following shall remain with the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes Agent Lessor subject to the terms of this Article 12Master Lease. Upon completion of such restoration, the term “material portion” Lessee shall mean furnish to the Agent Lessor and the Administrative Agent an architect's certificate of substantial completion and a Responsible Officer's Certificate confirming that such restoration has been completed pursuant to this Master Lease. (Ae) damage that will cost in excess of Five Million Dollars ($5,000,000), In no event shall a Casualty or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially Condemnation affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either Lessee's obligations to terminate this Agreement pay Rent pursuant to Section 3.1 or to close perform its obligations and pay any amounts due on the transaction contemplated hereby with a reduction of the Purchase Price equal Expiration Date or pursuant to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller Articles XVIII and reasonably acceptable to PurchaserXXI.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall (a) Borrower will give Purchaser written Lender notice of (i) any condemnationCasualty which causes at least $500,000 in damage to any Individual Property promptly after it occurs and (ii) any Condemnation Proceeding which shall result in a material adverse change to the Property or the loss of access to, any parking serving or any portion of the Improvements on the Property promptly after Borrower receives notice of commencement or notice that such a Condemnation Proceeding will be commencing. Lender acknowledges that any Condemnation Proceeding for a road widening or utility is not considered material. Borrower promptly will deliver to Lender copies of all documents Borrower delivers or receives relating to the Casualty or the Condemnation Proceeding, as the case may be. (b) With respect to a Casualty resulting in Insurance Proceeds in excess of the five percent (5%) of the applicable Individual Property’s Allocated Loan Amount (but in no event more than $2,500,000.00 or less than $500,000.00) (as applicable, the “Proceeds Threshold”) Borrower authorizes Lender, at Lender’s option, to act on Borrower’s behalf to collect, adjust and compromise any claims for loss, damage or destruction under the Policies on such terms as Lender determines in Lender’s sole but reasonable discretion. With respect to Condemnation Awards in excess of the Real Property occurring prior Proceeds Threshold for an Individual Property, Borrower authorizes Lender to act, at Lender’s option, on Borrower’s behalf in connection with such Condemnation Proceeding, in Lender’s sole but reasonable discretion. Borrower will execute and deliver to Lender all documents requested by Lender and all documents as may be required by Law to confirm such authorizations. Nothing in this Section will be construed to limit or prevent Lender from joining with Borrower either as a co-defendant or as a co-plaintiff, at Lender’s expense, in any Condemnation Proceeding with respect to Condemnation Proceedings relating to Condemnation Awards in excess of the Proceeds Threshold. (c) If Lender elects not to act on Borrower’s behalf (or is not authorized to act on Borrower’s behalf) as provided in this Section, then Borrower promptly will file and prosecute all claims (including Lender’s claims) relating to the Closing together withCasualty and will prosecute or defend (including defense of Lender’s interest) any Condemnation Proceeding. Borrower will have the authority to settle or compromise the claims or Condemnation Proceeding, in as the case of a casualtymay be, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser provided that Lender shall have the option of either right to approve in Lender’s sole discretion any compromise or settlement that exceeds the Proceeds Threshold for the applicable Individual Property. Any check for Insurance Proceeds or Condemnation Awards, as the case may be (ithe “Proceeds”) applying will be made payable to Lender and Borrower. Borrower will endorse the proceeds of check to Lender immediately upon Lender presenting the check to Borrower for endorsement or if Borrower receives the check first, will endorse the check immediately upon receipt and forward it to Lender. If any condemnation award Proceeds are paid to Borrower, Borrower will promptly deposit the Proceeds with Lender, to be applied or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement disbursed in accordance with the provisions of this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore Loan Agreement. Lender will be responsible for only the Proceeds actually received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLender.

Casualty and Condemnation. Promptly upon learning thereof15.1 If the Improvements shall be damaged or destroyed by fire or other casualty, Seller then Tenant at its option and sole cost and expense may repair and restore the same to such condition as Tenant deems necessary or desirable so long as such repairs and restoration are consistent with the Permitted Use set forth in Section 3.1 (with such changes as Tenant deems appropriate, provided that any such changes are consistent with the Permitted Use set forth in Section 3.1). Tenant’s repair and restoration (if any) shall give Purchaser written notice of any condemnationbe subject to then applicable Legal Requirements. If Tenant elects not to repair and restore the Premises as herein provided, damage or destruction Tenant shall promptly remove the damaged portions of the Real Property occurring prior Improvements, restore the undamaged portions of the Improvements to a good and usable condition, remove all rubbish and debris related to any demolition work, and put the Closing together withPremises into a good, clean, and safe condition. 15.2 If all the Premises and the Improvements are taken or condemned, by right of eminent domain or by purchase in lieu of condemnation then this Lease shall terminate as of the date on which the condemning authority takes possession (any taking or condemnation of the 15.3 If this Lease expires and terminates as a result of a Total Taking, the rights and interests of the parties shall be determined as follows: 15.3.1 The total award or awards for the Total Taking shall be apportioned and paid in the following order of priority: 15.3.1.1 Landlord shall have the right to and shall be entitled to receive directly from the condemning authority, in the case of a casualtyits entirety and not subject to any trust, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material that portion of the Real Property award, which is condemneddefined and referred to as the “Land Award,” and neither Tenant nor any Permitted Leasehold Mortgagee shall be entitled to receive any part of the Land Award. The term Land Award shall mean that portion of the award in condemnation that represents the fair market value of the Premises, damaged considered as vacant, unimproved but encumbered by this Lease, the severance damage to any part of the Premises that may not be taken, the diminution of the assemblage or destroyed, Purchaser plottage value of the Premises not so taken and all other elements and factors of damage to the Premises; 15.3.1.2 Tenant shall have the option of either (i) applying right to and shall be entitled to receive directly from the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable condemning authority, subject, however, to the period prior to Closing) toward the payment rights of the Purchase Price to the extent such condemnation awards or insurance payments have been received by SellerPermitted Leasehold Mortgagees, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a that portion of the Real Property award referred to as the “Leasehold Award.” The term Leasehold Award shall mean that portion of the award in condemnation proceedings that represents the fair market value the Improvements and, provided this Lease is condemnednot terminated as a result of such condemnation or taking, damaged the severance damages to any part of the Improvements not taken. 15.3.1.3 It is the intent of the parties that the Land Award and Leasehold Award will equal the total amount of the awards respecting a Total Taking. 15.3.2 If the court or destroyed such other lawful authority as may be authorized to fix and determine the awards fails to fix and determine, separately and apart, the Land Award and the Leasehold Award, such portion awards shall be determined and fixed by written agreement mutually entered into by and among Landlord, Tenant, and First Leasehold Mortgagee, if any, and if an agreement is not reached within 20 days after the judgment or decree is entered in the proceedings, the controversy shall be resolved in the same court as the condemnation action is brought, in such proceedings as may be appropriate for adjudicating the controversy; and 15.4 If, during the Term, there is a taking or condemnation of the Premises or the Improvements that is not a material portion Total Taking and not a temporary taking of the Real Propertykind described below, this Lease and the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller Term shall not settle any insurance cease or condemnation claim terminate but shall remain in full force and effect with respect to the Real Property portion of the Premises and of the Improvements not taken or condemned (any 15.4.1 The total award or awards for the taking shall be apportioned and paid in the following order of priority: 15.4.1.1 Landlord shall have the Effective Date without first receiving Purchaser’s prior written consent theretoright to and shall be entitled to receive directly from the condemning authority, which in its entirety and not subject to any trust, that portion of the award that equals the Land Award; and 15.4.1.2 If at the time of such taking there is a First Leasehold Mortgage held by a Lending Institution, then such Lending Institution, or, if there is no such First Leasehold Mortgage, then Tenant, shall not have the right to and shall be unreasonably withheld. For purposes entitled to receive directly from the condemning authority that portion of this Article 12, the term “material portion” shall mean (A) damage award that will cost in excess equals the Leasehold Award. 15.5 In the event of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any all or a part of the ImprovementsPremises or the Improvements for temporary use, this Lease shall continue without change, as between Landlord and Tenant, and Tenant shall be entitled to the entire award made for such use; provided that Tenant shall be entitled to file and prosecute any parking spacesclaim against the condemnor for damages and to recover the same, for any ingress negligent use, waste, or egress injury to the Premises or any other portion the Improvements throughout the balance of the Real Property whichthen-current Term. The amount of damages so recovered shall belong to Tenant. 15.6 In the event of any dispute between Tenant and Landlord with respect to any issue of fact arising out of a taking mentioned in this section, such dispute shall be resolved by the same court in which the condemnation action is brought, in each case, in Seller’s reasonable judgment, would materially affect such proceedings as may be appropriate for the use, value, operation or legal compliance of adjudicating the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserdispute.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall (a) Grantor will give Purchaser written Lender notice of any condemnationCasualty immediately after it occurs and will give Lender notice of any Proceeding in Condemnation immediately after Grantor receives notice of commencement or notice that such a Proceeding will be commencing. Grantor immediately will deliver to Lender copies of all documents Grantor delivers or receives relating to the Casualty or the Proceeding, as the case may be. (b) If the amount of any Insurance Proceeds or Condemnation Awards, as estimated by Lender in its sole but reasonable discretion, is equal to or less than Five Hundred Thousand Dollars ($500,000), and if Grantor is not at the date of the Casualty subject of an Event of Default beyond any applicable notice and cure period, then in the event of both such instances Grantor shall be authorized to act without Lender’s review or consent in collecting, adjusting and compromising any claims for loss, damage or destruction of under the Real Property occurring prior Policies or with any Condemnation Proceeding, as may be applicable. If Grantor is entitled to settle such claims without Lender’s review or consent, Grantor shall still be required to have the Closing together withInsurance proceeds or Condemnation Awards, in as the case may be, held and applied in accordance with the terms of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. this Section 7.2 (c) If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured lossInsurance Proceeds or Condemnation Award exceeds $500,000, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of SellerLender’s right, title and interest in any such awards or payments not theretofore received by Sellersole but reasonable estimation, or if any Event of Default under any Loan Document then remains uncured beyond any applicable notice or cure period (ii) terminating this Agreement by delivering written notice of each such termination event, a “Consent Trigger”), then Grantor authorizes Lender, at Lender’s option, to Seller act on Grantor’s behalf to collect, adjust and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnationcompromise any claims for loss, damage or destruction andunder the Policies on such terms as Lender determines in Lender’s sole discretion. Further, if necessary, in the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds event of any condemnation award Consent Trigger, Grantor authorizes Lender to act, at Lender’s option, on Grantor’s behalf in connection with any Condemnation Proceeding. Grantor will execute and deliver to Lender all documents requested by Lender and all documents as may be required by Law to confirm such authorizations. Nothing in this Section will be construed to limit or payment and any applicable deductible under any insurance policies prevent Lender from joining with Grantor either as a co-defendant or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest as a co-plaintiff in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserCondemnation Proceeding.

Casualty and Condemnation. Promptly upon learning thereof(a) If the Property shall be damaged or destroyed, Seller in whole or in part, by fire or other casualty (a “Casualty”) or if Borrower shall have knowledge of the actual or threatened commencement of any condemnation or eminent domain proceeding that would affect any portion of the Premises or Improvements (a “Condemnation”), Borrower shall give Purchaser prompt written notice thereof to Lender and, with respect to a Condemnation, shall deliver to Lender copies of any condemnation, damage and all papers served in connection with such Condemnation. (b) Lender may participate in any proceedings for any taking by any public or destruction quasi-public authority accomplished through a Condemnation or any transfer made in lieu of the Real Property occurring prior or in anticipation of a Condemnation (which transfer in lieu and Condemnation are collectively referred to as a “Taking”) to the Closing together withextent permitted by law. Upon Xxxxxx’s written request, Borrower shall deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not make any consent or agree to a Taking without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a casualty, a reasonably detailed estimate Taking of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material an insubstantial portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either Property. (ic) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable Subject to the period prior to Closing) toward terms of Paragraph 4 below, all insurance proceeds payable under the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, Policies and receiving an assignment from Seller of Seller’s right, title and interest in any such all awards or payments not theretofore received by Sellerpayable on account of a Taking (“Award”), and all causes of action, claims, compensation, awards and recoveries for any other damage, injury, or (ii) terminating this Agreement by delivering written notice loss or diminution in value of such termination the Property, are hereby assigned to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended paid to Lender. Xxxxxxxx agrees to execute and deliver from time to time such further instruments as may be requested by Xxxxxx to confirm the foregoing assignment to Lender. Borrower hereby irrevocably constitutes and appoints Lender as the attorney-in-fact of Borrower (which power of attorney shall be irrevocable so long as any of the Debt is outstanding, shall be deemed coupled with an interest, shall survive the voluntary or involuntary dissolution of Borrower and shall not be affected by any disability or incapacity suffered by Borrower subsequent to the date hereof), with full power of substitution, subject to the terms of Paragraph 4, to settle for, collect and receive all proceeds of insurance and any Award and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give Purchaser receipts and acquittance therefor. (d) Xxxxxx shall not be limited to the full twenty (20) day period interest paid on an Award by the condemning authority but shall be entitled to make such electionreceive out of the Award interest at the rate or rates provided in the Note. IfBorrower shall cause any Award that is payable to Borrower to be paid directly to Lender. If the Property is sold, through foreclosure or otherwise, prior to the Closingreceipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note (to the extent permitted in the Note or herein) shall have been sought, recovered or denied, to receive the Award, or a portion thereof, to the extent sufficient to pay the unpaid portion, if any, of the Real Property is condemned, damaged or destroyed Debt. (e) The expenses incurred by Xxxxxx in the adjustment and such portion is not a material portion collection of the Real Property, the proceeds of any condemnation award insurance or payment an Award shall become part of the Debt and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, be secured hereby and shall be applied toward the payment of the Purchase Price reimbursed by Xxxxxxxx to the extent Lender upon demand or, at Xxxxxx’s election, deducted by and reimbursed to Lender from such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserproceeds.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of (a) If any condemnation, damage or destruction of the Leased Real Property occurring or Owned Real Property is materially damaged by a Casualty prior to the Closing together with(such event, a “Casualty Event”), (i) as promptly as practicable (and, in any event, within forty-eight (48) hours of any Acquired Company first obtaining knowledge of the case occurrence thereof), the Representative shall notify the Buyer of such Casualty Event in writing, which such notice shall specify with reasonable particularity the applicable Leased Real Property or Owned Real Property, the loss or damage incurred in the Casualty Event, and the cause thereof, in each case, to the extent then known, and (ii) as promptly as practicable, the Representative shall provide the Buyer with (x) a casualty, a reasonably detailed good faith estimate of the cost to repair such damage on the damage or destroyed particular Leased Real Property prepared or Owned Real Property (to the extent, in the case of Leased Real Property, that an Acquired Company or Affiliate thereof is obligated to perform any repairs under the applicable Lease) by a reputable independent third party engineer or contractor retained by Seller. If prior to with experience in estimating the Closing all or a material portion cost of the Real Property applicable repairs or replacements, who is condemnedselected by the Representative and reasonably approved by the Buyer (with the fees and expenses of such third party payable by the Sellers and treated as a Transaction Expense hereunder (such amounts, damaged or destroyed, Purchaser shall have the option of either “Casualty Expenses”)) and (y) any information described in clause (i) applying that was not known when the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal initial notice was given. With respect to any applicable deductible under any such insurance policy or Casualty Event following which the amount of any uninsured loss, provided Seller has Sellers do not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. Ifrestore, prior to the Closing, the Leased Real Property or Owned Real Property to the same or substantially similar condition as it was in prior to the Casualty Event, at the Buyer’s sole election (subject to Buyer’s good faith consultation with the Representative), (i) the Casualty Expenses (to the extent not expended on repairs undertaken by the Sellers prior to the Closing) shall be borne one hundred percent (100%) by the Sellers and shall be treated as Transaction Expenses, (ii) if the Buyer and the Representative reasonably determine in good faith within thirty (30) days of Closing such Leased Real Property or Owned Real Property cannot be restored to the same or substantially similar condition as it was prior to the Casualty Event, the Buyer shall be permitted to designate such Leased Real Property or Owned Real Property as a portion “Total Loss Property”, in which case the Total Loss Property Value Adjustment Amount for such Leased Real Property or Owned Real Property shall be included in the Total Loss Property Value (and in the calculation of the Xxxxx Estimated Purchase Price, the Xxxxx Estimated Adjustment Amount and the Xxxxx Final Adjustment Amount, to the extent that such Total Loss Property has been designated as such on the dates that such amounts are required to be determined under the terms of this Agreement) or (iii) if a landlord exercises a right to terminate a Lease for any Leased Real Property as a result of such Casualty Event, the Buyer shall be permitted to designate such Leased Real Property as a “Terminated Lease Property”, in which case the Terminated Lease Property Value Adjustment Amount for such Leased Real Property shall be included in the Terminated Lease Property Value (and in the calculation of the Xxxxx Estimated Purchase Price, the Xxxxx Estimated Adjustment Amount and the Xxxxx Final Adjustment Amount, to the extent that such Terminated Lease Property has been designated as such on the dates that such amounts are required to be determined under the terms of this Agreement). At Buyer’s sole election (to be made prior to the Closing), any Total Loss Property shall (x) be distributed by the Acquired Companies to the applicable NewCo prior to the Closing so as to be retained by the Sellers after the Closing and shall not be subject to the Restrictive Covenants contained herein or (y) be retained by the Acquired Companies at the Closing. (b) If, after the date of this Agreement and before the Closing, all or a part of any Leased Real Property or Owned Real Property is condemnedtaken, damaged or destroyed and such portion is not a material portion notice of the taking of all or a part of any Leased Real PropertyProperty or Owned Real Property is given to any Sellers, Acquired Companies or Affiliates thereof or, to the Knowledge of the Sellers or the Knowledge of the Acquired Companies, the proceeds taking of all or a part of any Leased Real Property or Owned Real Property is threatened, by eminent domain or any similar action (each of the foregoing, and each Action set forth on Schedule 5.14(g), a “Condemnation Action”), the Representative shall give the Buyer (i) as promptly as practicable (and, in any event, within forty-eight (48) hours of any Seller first obtaining knowledge of such taking, notice or threatened taking) written notice thereof and (ii) as promptly as practicable, except in the case of a temporary taking that will end prior to the Closing, a good faith estimate of the cost to restore the particular Leased Real Property or Owned Real Property to the same or substantially similar condition as it was in prior to the taking, by a reputable independent third party with experience in estimating the cost of the applicable restoration, who is selected by the Representative and reasonably approved by the Buyer (with the fees and expenses of such third party payable by the Sellers and treated as a Transaction Expense hereunder (such amounts, the “Condemnation Expenses”)). With respect to any Condemnation Action (other than a temporary taking that ends prior to the Closing) following which the Sellers do not restore, prior to the Closing, the Leased Real Property or Owned Real Property to the same or substantially similar condition as it was in prior to the taking, at the Buyer’s sole election (subject to Buyer’s good faith consultation with the Representative), (x) the Condemnation Expenses (to the extent not expended on restoration undertaken by the Sellers prior to the Closing) shall be borne one hundred percent (100%) by the Sellers and shall be treated as Transaction Expenses, (y) if the Buyer and the Representative reasonably determine in good faith, not later than thirty (30) days of Closing, such Leased Real Property or Owned Real Property cannot be restored to the same or substantially similar condition as it was prior to the taking, the Buyer shall be permitted to designate such Leased Real Property or Owned Real Property as a “Total Loss Property”, in which case the Total Loss Property Value Adjustment Amount for such Leased Real Property or Owned Real Property shall be included in the Total Loss Property Value (and in the calculation of the Xxxxx Estimated Purchase Price, the Xxxxx Estimated Adjustment Amount and the Xxxxx Final Adjustment Amount, to the extent that such Total Loss Property has been designated as such on the dates that such amounts are required to be determined under the terms of this Agreement) or (z) if a landlord exercises a right to terminate a Lease for any Leased Real Property as a result of such Condemnation Action, the Buyer shall be permitted to designate such Leased Real Property as a “Terminated Lease Property”, in which case the Terminated Lease Property Value Adjustment Amount for such Leased Real Property shall be included in the Terminated Lease Property Value (and in the calculation of the Xxxxx Estimated Purchase Price, the Xxxxx Estimated Adjustment Amount and the Xxxxx Final Adjustment Amount, to the extent that such Terminated Lease Property has been designated as such on the dates that such amounts are required to be determined under the terms of this Agreement). The Representative shall advise the Buyer of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been proceeds received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the any Leased Real Property following or Owned Real Property. To the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean extent (A) damage that will cost in excess a Condemnation Action has occurred prior to the date of Five Million Dollars ($5,000,000)this Agreement and such Condemnation Action is not resolved pursuant to the process outlined above, or will take longer than six months, to repair, or (B) condemnation that results an Acquired Company does not already have the right to receive future proceeds in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence respect of such damage or destruction either Condemnation Action directly, and (C) in the case of a temporary taking, the Condemnation Action has not ended prior to terminate this Agreement or to close Closing, the transaction contemplated hereby with a reduction of the Purchase Price equal Sellers shall, when received, pay to the costs of repairing Buyer the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserproceeds thereof.

Casualty and Condemnation. Promptly upon learning thereof, Seller (a) Borrower shall give Purchaser written prompt notice to Lender of any condemnation, damage Casualty or destruction Condemnation. Subject to applicable provisions of the Real Property occurring prior REA, Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default has occurred and is continuing, Borrower may settle and adjust claims aggregating (with respect to the Closing together withportion thereof attributable to the Property) not in excess of $1,500,000 if such settlement or adjustment is carried out in a competent and timely manner, but subject to the provisions of the REA, Lender shall be entitled to collect and receive any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (b) Subject to the provisions of the REA, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). If either (x) any Condemnation or Casualty occurs as to which, in the reasonable judgment of Lender: (i) in the case of a casualtyCasualty, a reasonably detailed estimate the cost of restoration would not exceed 30% of the cost Loan Amount and the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 30% of the gross rentable area of the Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of the Property; (iii) restoration of the Property is reasonably expected to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If be completed prior to the Closing all expiration of rental interruption insurance and at least six months prior to the Maturity Date; 57 (iv) after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of the Property immediately prior to such Condemnation or a material Casualty (assuming the affected portion of the Real Property is condemnedrelet); and (v) in the case of a Casualty related to a terrorist act affecting the Property, damaged the Hotel/Casino and/or the Convention Center, Lender determines that such Casualty will not result in a Material Adverse Effect; or destroyed(y) if restoration of the Property is required by the REA, Purchaser or if Lender otherwise elects to allow Borrower to restore the Property, then the Loss Proceeds shall be held and disposed of pursuant to, and under the conditions set forth in, Section 12 of Article X of the REA. To the extent not inconsistent with Section 12 of Article X of the REA the following provisions (i.e., all of the remaining provisions of this SECTION 5.15(b)) shall apply: the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding the Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below (and Borrower shall commence as promptly and diligently as practicable to prosecute such restoring, repairing, replacing or rebuilding of the Property in a workmanlike fashion and in accordance with applicable law to a status at least equivalent to the quality and character of the Property immediately prior to the Condemnation or Casualty to the extent practicable). Provided that no Event of Default shall have the option of either occurred and be then continuing, Lender shall disburse Loss Proceeds to Borrower upon Lender's being furnished with (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable evidence reasonably satisfactory to the period prior to Closing) toward the payment it of the Purchase Price to estimated cost of completion of the extent such condemnation awards or insurance payments have been received by Sellerrestoration, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration, and (iii) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by delivering written notice of such termination Lender to Seller exceed $1,500,000 be submitted to and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, approved by Lender prior to the Closing, a portion commencement of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, work (which approval shall not be unreasonably withheld). For purposes If Lender reasonably estimates that the cost to restore will exceed $1,500,000, Lender may retain a local construction consultant to inspect such work and review Borrower's request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and disbursements of this Article 12such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. (c) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Property. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys' fees and disbursements, and, if reasonably necessary to collect such proceeds, the term “material portion” shall mean expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. (Ad) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, If Borrower is not entitled to repair, or (B) condemnation that results in a taking of any apply Loss Proceeds toward the restoration of the ImprovementsProperty pursuant to SECTION 5.16(b) and Lender elects not to permit such Loss Proceeds to be so applied, any parking spaces, any ingress or egress or any other portion such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect Loan and shall be accompanied by (i) interest through the use, value, operation or legal compliance end of the Real Property. If applicable Interest Accrual Period (calculated as if the damage or destruction arises out of an uninsured risk amount prepaid were outstanding for the entire Interest Accrual Period) and (ii) the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000)applicable Make-Whole Payment, Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserif any.

Casualty and Condemnation. Promptly upon learning thereof, Seller (a) Borrower shall give Purchaser written notice promptly notify the Lender of any condemnationloss, damage damage, or destruction of the Real Property occurring prior to any Collateral or any real property owned by Borrower whether or not constituting Collateral (collectively, "Property") or arising from its use, -------- whether or not covered by insurance. The Lender is hereby authorized to adjust losses and collect all insurance proceeds (related to the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (iCollateral) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such electiondirectly. If, prior notwithstanding the provisions hereof which require that the Lender be the sole loss payee, a check or other instrument from an insurer is made payable to Borrower or Borrower and the Lender jointly, the Lender may endorse Borrower's name thereon and take such other action as the Lender may elect to obtain the proceeds thereof. After deducting from such proceeds the expenses, if any, incurred by the Lender in the collection or handling thereof, the Lender may apply such proceeds to the Closing, a portion reduction of the Real Property is condemnedObligations in the manner set forth in Section 1.7 or, damaged at the Lender's option in its sole discretion, may permit or destroyed and ----------- require Borrower to use such portion is not a material portion proceeds, or any part thereof, to replace, repair or restore such Collateral as provided in paragraph (c) below. (b) Borrower shall promptly upon learning of the Real Property, the proceeds institution of any proceeding for the condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a other taking of any of its Property, notify the Improvements, any parking spaces, any ingress or egress or any other portion Lender of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence pendency of such damage proceeding, and agrees that the Lender may participate in any such proceeding and Borrower from time to time will deliver to the Lender all instruments reasonably requested by the Lender to permit such participation. The Lender shall (and is hereby authorized to) collect any and all awards, payments or destruction either other proceeds of any such condemnation or taking and apply such proceeds to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal Obligations in the manner set forth in Section 1.7 or, at the Lender's option in its sole ----------- discretion, may permit or require Borrower to use such proceeds, or any part thereof, to replace, repair or restore such Collateral as provided in paragraph (c) below. (c) Any Collateral which is to be replaced, repaired or restored pursuant to paragraph (a) or (b) above shall be replaced, repaired or restored pursuant to such terms and conditions as the Lender may require and with materials and workmanship of substantially as good a quality as existed before such loss or taking, and Borrower shall commence such replacement, repair or restoration as soon as practicable and proceed diligently with it until completion to the costs Lender's satisfaction. Borrower shall provide to the Lender written progress reports, other information and evidence of repairing its compliance with the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserforegoing.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall (a) Borrower will give Purchaser written Lender notice of any condemnationCasualty immediately after it occurs and will give Lender notice of any Proceeding in Condemnation immediately after Borrower receives notice of commencement or notice that such a Proceeding will be commencing. Borrower immediately will deliver to Lender copies of all documents Borrower delivers or receives relating to the Casualty or the Proceeding, as the case may be. (b) Borrower authorizes Lender, at Lender's option, to act on Borrower's behalf to collect, adjust and compromise any claims for loss, damage or destruction of under the Real Property occurring prior Policies on such terms as Lender determines in Lender's reasonable discretion. Borrower authorizes Lender to act, at Lender's option, on Borrower's behalf in connection with any Condemnation Proceeding. Borrower will execute and deliver to Lender all documents requested by Lender and all documents as may be required by Law to confirm such authorizations. Nothing in this Section will be construed to limit or prevent Lender from joining with Borrower either as a co-defendant or as a co-plaintiff in any Condemnation Proceeding. (c) If Lender elects not to act on Borrower's behalf as provided in this Section, then Borrower promptly will file and prosecute all claims (including Lender's claims) relating to the Closing together withCasualty and will prosecute or defend (including defense of Lender's interest) any Condemnation Proceeding. Borrower will have the authority to settle or compromise the claims or Proceeding, as the case may be, provided that Lender has approved, in Lender's sole discretion, any compromise or settlement that exceeds $250,000.00. Any check for Insurance Proceeds or Condemnation Awards, as the case of a casualtymay be (the "PROCEEDS") will be made payable to Lender and Borrower. Borrower will endorse the check to Lender immediately upon Lender presenting the check to Borrower for endorsement or if Borrower receives the check first, a reasonably detailed estimate of will endorse the cost check immediately upon receipt and forward it to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by SellerLender. If prior any Proceeds are paid to Borrower, Borrower immediately will deposit the Closing all Proceeds with Lender, to be applied or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement disbursed in accordance with the provisions of this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore Mortgage. Lender will be responsible for only the Proceeds actually received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLender.

Casualty and Condemnation. Promptly upon learning thereof(a) During the Lease Term for any Leased Asset, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Real Property occurring prior subject to the Closing together withprovisions of this Article XVIII and Article XIX, if all or a portion of such Leased Asset is damaged or destroyed in whole or in part by a Casualty, then in the case of a casualty, a reasonably detailed estimate Casualty where the cost of restoration of the affected Leased Asset in the reasonable judgment of the Lessor is (x) less than or equal to the Threshold Amount, any insurance proceeds payable with respect to such Casualty shall be paid directly to the Lessee, or if received by the Lessor or Collateral Agent, shall be paid over to Lessee for the reconstruction, refurbishment and repair of such Leased Asset, (y) greater than the Threshold Amount, any insurance proceeds payable with respect to such Casualty shall be paid to the Collateral Agent and applied in reduction of the Lease Balance for such Leased Asset; provided that if no Event of Default has occurred and is continuing and within 60 days after the occurrence of such event of Casualty, Lessee submits to the Lessor a Responsible Employee's Certificate to the effect that such Leased Asset can be fully restored to the condition required under this Lease within the earlier to occur of the Expiration Date for such Leased Asset and 18 months after the occurrence of such event of Casualty and as to the cost of such restoration (accompanied by an Architect's certificate as to repair the damage foregoing matters) together with a statement as to Lessee's affirmative ability to finance such restoration, then upon receipt of such certificate(s) in form and substance reasonably satisfactory to the Lessor, the Lessor shall direct the Collateral Agent to transfer such insurance proceeds to an escrow agent acceptable to Lessor and Lessee (the "Escrow Agent") to be held on such terms and conditions and escrow arrangements, in form and substance satisfactory to the Lessor and the Lessee, pending disbursement to the Lessee of insurance proceeds solely for the purpose of reconstructing, refurbishing and repairing such Leased Asset in the manner contemplated by the Construction Agency Agreement with respect to Construction of the Improvements and subsection 18.1(f) below; provided, however, that if an Event of Default shall have occurred and be continuing, or destroyed Real Property prepared if any of the foregoing conditions are not satisfied or complied with, such insurance proceeds shall be paid directly to the Collateral Agent for application in reduction of the Lease Balance for such Leased Asset. If, contrary to such provision, any such award, compensation or insurance proceeds are paid to Lessee rather than to the Lessor, the Lessee hereby agrees to hold the same in trust for the benefit of the Lessor and to transfer promptly any such payment to the Lessor. (b) During the Lease Term for any Leased Asset, subject to the provisions of this Article XVIII and Article XIX, if all or any portion of such Leased Asset is the subject of a Condemnation, then the entire amount of any award or compensation paid or payable in respect thereof shall be paid to the Lessor to be applied in reduction of the Lease Balance for such Leased Asset. To the extent such Leased Asset is, in the reasonable judgment of the Lessor, capable of being restored to a functional and architectural whole suitable for its continued use and operation in the manner which existed immediately prior to such Condemnation for a restoration cost equal to or less than the aggregate compensation or award paid or payable with respect to such Condemnation and such additional amounts as Lessee agrees to contribute then, so long as no Event of Default has occurred and is continuing, and in the opinion of the Lessor, such restoration can be completed by a third party engineer or contractor retained by Sellerthe end of the Base Term, then such compensation and award shall be made available for the restoration of such Leased Asset on the same terms and escrow arrangements outlined in Sections 18.1(a) and (f). Upon the occurrence and during the continuance of an Event of Default, all such amounts so held in any such escrow arrangement shall be applied in accordance with the terms and in the manner provided in Section 18.1(c). If prior contrary to the Closing foregoing, any such award or compensation is paid to the Lessee, the Lessee shall hold all such amounts in trust for the Lessor and pay all such amounts over to the Lessor. (c) After the occurrence and during the continuance of an Event of Default, all amounts held by the Lessor or a material portion the Escrow Agent hereunder on account of any award, compensation or insurance proceeds either paid directly to the Real Property is condemned, damaged Lessor or destroyed, Purchaser turned over to the Lessor or the Escrow Agent shall have in the option of Lessor's sole discretion either be (i) applying deposited with the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable Collateral Agent to be held pending disbursement to the period prior to Closing) toward Lessee for the payment repair of the Purchase Price to the extent damage caused by such condemnation awards Casualty or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement Condemnation in accordance with clause (f) of this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by SellerSection 18.1, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price Lease Balance of the affected Leased Asset. (d) During the Lease Term for any Leased Asset, the Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At the Lessee's reasonable request, and at Lessee's sole cost and expense, the Lessor shall participate in any such proceeding, action, negotiation, prosecution or adjustment. The Lessor and the Lessee agree that this Lease shall control the rights of the Lessor and such Lessee in and to any such award, compensation or insurance payment. (e) If the Lessor or the Lessee shall receive notice of a Casualty or of an actual, pending or threatened Condemnation of any Leased Asset or any interest therein, the Lessor or the Lessee, as the case may be, shall give notice thereof to the extent other promptly after the receipt of such condemnation awards notice. (f) If pursuant to this Section 18.1 or insurance payments have been received Section 19.1 this Lease shall continue in full force and effect following a Casualty or Condemnation with respect to any Leased Asset, the Lessee shall, at its sole cost and expense, promptly and diligently repair any damage to such Leased Asset caused by Seller such Casualty or Condemnation on or before the earlier to occur of the expiration of the Lease Term for such Leased Asset and Seller shall assign to Purchaser all 18 months after the date of Seller’s right, title such Casualty and interest in any unpaid awards event in conformity with the requirements of Sections 13.1 and 14.1 using the as-built Plans and Specifications for such Property (as modified to give effect to any subsequent Modifications, any Condemnation affecting such Property and all applicable Requirements of Law) so as to restore such Asset (i) in the case of a Casualty, to at least the same condition, operation, function and value as existed immediately prior to such Casualty with such Modification as the Lessee may elect in accordance with Section 14.1 or payments(ii) in the case of a Condemnation, to a functional and architectural whole suitable for its continued use and operation in the manner which existed immediately prior to such Condemnation. Seller All insurance proceeds held by the Lessor, the Collateral Agent or the Escrow Agent shall not settle be made available to the Lessee on the same terms, and subject to the same conditions, as Advances are made available to the Lessee hereunder. Lessee shall effect the restoration of any Property affected by a Casualty or Condemnation at its sole cost and expense (and, without limitation, if any insurance or condemnation claim proceeds are insufficient to restore such Property in accordance with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes terms of this Article 12paragraph, the term “material portion” Lessee shall mean (A) damage that will cost in excess pay any such shortfall). Upon completion of Five Million Dollars ($5,000,000), or will take longer than six months, to such restoration and repair, or (B) condemnation that results in Lessee shall furnish the Lessor a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property whichResponsible Employee's Certificate and an Architect's certificate, in each case, in Seller’s reasonable judgment, would materially case confirming that such restoration and repair has been completed pursuant to this Lease. (g) In no event shall a Casualty or Condemnation affect the use, value, operation or legal compliance obligations of the Real Property. If Lessee to pay Rent pursuant to Section 7.1 or to perform its obligations and pay any amounts due on any Expiration Date or pursuant to Articles XXII and XXV, except that any proceeds or awards applied in reduction of the damage Lease Balance for a Leased Asset shall, pursuant to the terms of the Lease Supplement for such Leased Asset, reduce the amount of Base Rent payable in respect of such Leased Asset. (h) Any Excess Proceeds received by the Lessor or destruction arises out Collateral Agent in respect of an uninsured risk a Casualty or Condemnation affecting any Leased Asset shall be turned over to the Lessee upon the full payment of the Lease Balance for such Leased Asset and all other amounts then due and payable by the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars Lessee hereunder and under any other Operative Document to which the Lessee is a party. ($5,000,000)i) Notwithstanding the foregoing, Seller shall elect, by written notice within ten (10) days of upon the occurrence of such damage any Casualty or destruction either to terminate this Agreement or to close Condemnation during the transaction contemplated hereby with a reduction Construction Period for any Property, the provisions of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller Construction Agency Agreement and reasonably acceptable to PurchaserSection 19.3 hereof shall control.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage (a) If the Lease is terminated pursuant to its terms or destruction by a party thereto (or if Subtenant exercises its termination rights as incorporated herein) pursuant to its rights under Articles 23 or 24 of the Real Property occurring Lease as a result of fire or other casualty (“Casualty”) or the condemnation or taking of all or a part of the Building for public or quasi-public use or purposes (“Condemnation”), this Sublease shall terminate upon the date of such termination as if said date were the date fixed herein as the Expiration Date, and Fixed Rent and Additional Rent shall be adjusted as of said date and neither party shall have any further obligations hereunder, except for any further adjustment of Additional Rent pursuant to the terms hereof and claims that accrued prior to the Closing together with, date of termination. (b) If the Lease is not terminated in the case event of a casualtyCasualty or Condemnation, a reasonably detailed estimate of the cost this Sublease shall continue in full force and effect and Subtenant shall continue to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward be liable for the payment of the Purchase Price Rentals, except that Subtenant shall receive an abatement of Rentals due hereunder in the same manner as set forth in Articles 23 and 24 of the Lease, but only to the extent such and for the period the fixed rent, escalation rent and other sums payable by Tenant under the Lease are so abated with respect to all or part of the Subpremises. (c) Tenant shall not be liable for any inconvenience or annoyance to Subtenant or injury to the business of Subtenant resulting in any way from damages arising from Casualty or the repair thereof or from Condemnation or the repair or renovation necessitated thereby. Subtenant acknowledges that Tenant will not carry insurance of any kind on Subtenant’s goods, furniture or furnishings or on any fixtures, equipment, improvements, installations or appurtenances in the Subpremises and that Tenant shall not be obligated to repair any damage thereto or replace same, or pay the cost thereof (d) In the event of a taking by condemnation awards (or insurance payments deed in lieu thereof), Subtenant shall have been received by Seller, receiving from Seller an amount equal no claim to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion share of the Real Property is condemnedaward, damaged or destroyed except to file a claim for its fixtures and such portion is not a material portion of the Real Propertymoving expenses, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price but only to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign Tenant would be permitted to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to do so under the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLease.

Casualty and Condemnation. Promptly upon learning thereof, Seller (a) Borrower shall give Purchaser written prompt notice to Lender of any condemnationCasualty or Condemnation in excess of $250,000. Lender may (x) jointly with Borrower settle and adjust any claims, damage (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or destruction cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default has occurred and is continuing, Borrower may settle and adjust any claimnot in excess of $2,500,000 if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Real Indebtedness and shall be reimbursed by Borrower to Lender within 10 Business Days of demand therefor. (b) All Loss Proceeds shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the applicable Property occurring to be of at least equal value and of substantially the same character as prior to the Closing together withCasualty, all in accordance with the terms hereof applicable to Alterations (unless such Property has been released in accordance herewith). If, at any Property, a Condemnation or Casualty occurs as to which, in the reasonable judgment of Lender: (i) in the case of a casualtyCasualty, a reasonably detailed estimate the cost of restoration would not exceed 25% of the cost applicable Allocated Loan Amount and the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If be completed prior to the Closing all expiration of rental interruption insurance and at least six months prior to the Maturity Date; and (iv) after such restoration, the fair market value of the restored Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); or if Lender otherwise elects to allow Borrower to restore such Property or if restoration of such Property is required under a Major Lease or a material portion Ground Lease, then, provided no Event of the Real Property is condemned, damaged or destroyed, Purchaser Default shall have occurred and is continuing, the option Loss Proceeds after receipt thereof by Lender and reimbursement of either any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below (and Borrower shall commence as promptly and diligently as reasonably practicable to prosecute such restoring, repairing, replacing or rebuilding of such Properties in a workmanlike fashion and in accordance with applicable law to a status at least equivalent to the quality and character of such Properties immediately prior to the Condemnation or Casualty or such other character and with such other alterations as is reasonably consented to by Lender). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse such Loss Proceeds to Borrower upon Lender’s being furnished with (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable evidence reasonably satisfactory to the period prior to Closing) toward the payment it of the Purchase Price to estimated cost of completion of the extent such condemnation awards or insurance payments have been received by Sellerrestoration, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by delivering written notice of such termination Lender to Seller exceed $2,000,000 be submitted to and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, approved by Lender prior to the Closing, a portion commencement of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, work (which approval shall not be unreasonably withheld). For purposes If Lender reasonably estimates that the cost to restore will exceed $2,000,000, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of this Article 12such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. (c) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the term “material portion” expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. (d) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(b) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall mean be applied on the first Payment Date following such election to the prepayment of the Loan (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking without the payment of any Prepayment Fee) and shall be accompanied by interest through the end of the Improvements, any parking spaces, any ingress or egress or any other portion of applicable Interest Accrual Period (calculated as if the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect amount prepaid were outstanding for the use, value, operation or legal compliance of the Real Propertyentire Interest Accrual Period). If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000Note has been bifurcated into multiple Note Components pursuant to Section 1.3(c), Seller shall elect, by written notice within ten (10) days all prepayments of the occurrence Loan made by Borrower in accordance with this Section 5.16(d) shall be applied to the Note Components in ascending order of interest rate (i.e., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. The Release Price for any Property for which Loss Proceeds are applied to repayment of the Loan pursuant to this Section 5.16(d) shall be reduced by the amount of such damage or destruction either repayment. If Loss Proceeds are not made available to terminate this Agreement or restore any Property and are applied to close the transaction contemplated hereby with a reduction prepayment of the Purchase Loan, Borrower shall be entitled to obtain the release of the applicable Property pursuant to Section 2.2, provided that (i) Borrower shall not be obligated to satisfy the requirements of clauses (2) of Section 2.2(a) in connection with such release, and (ii) the appropriate Release Price equal to shall be the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserUnaffiliated Release Price with respect thereto.

Casualty and Condemnation. Promptly upon learning thereof(a) If any of the Purchased Assets, or any portion thereof or any personal property located thereon, is lost, stolen or damaged or destroyed by fire or any other casualty (a "Casualty"), Seller shall promptly give Purchaser written notice of any condemnation, damage or destruction the same to Purchaser. Purchaser have the right to terminate this Agreement by giving notice thereof to Seller within 15 days after receipt of Seller's notice under this Section 6.5(a) of the Real Property occurring occurrence of a Casualty. If Purchaser terminates this Agreement pursuant to this Section 6.5(a), this Agreement shall become null and void, and Seller and Purchaser shall thereupon have no further liabilities or obligations under this Agreement. If Purchaser does not terminate this Agreement pursuant to this Section 6.5(a), Purchaser be entitled to the benefits of all insurance proceeds and claims relating to any such Casualty, and Seller shall at or prior to the Closing together withassign to Purchaser (without recourse or warranty) all such insurance proceeds and claims. Seller shall inform Purchaser of any negotiations with respect to insurance claims involving any Casualty, in the case of a casualtywill permit Purchaser to take part therein, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Sellerand will not settle any such claims without Purchaser's prior written consent. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable not be entitled to the period prior to Closing) toward the payment a diminution of the Purchase Price to the extent the insurance proceeds from such condemnation awards Casualty are less than the fair market value of the Purchased Assets subject to the Casualty. (b) If any authority having the right of eminent domain shall commence negotiations or insurance payments have been received by Sellershall commence legal action for the damaging, receiving from Seller an amount equal to any applicable deductible under any such insurance policy taking or the amount acquiring of any uninsured lossof the Purchased Assets, provided either temporarily or permanently, by condemnation or by exercise of the right of eminent domain ("Condemnation"), Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller shall promptly give notice of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating the same to Purchaser. Purchaser shall have the right to terminate this Agreement by delivering written giving notice of such termination thereof to Seller and Escrow Agent within twenty (20) 15 days after receipt of Seller's notice under this Section 6.5(b). If Purchaser has received written notice from terminates this Agreement pursuant to this Section, this Agreement shall become null and void, and Seller of such material condemnationand Purchaser shall thereupon have no further liabilities or obligations under this Agreement. If Purchaser does not so terminate this Agreement pursuant to this Section 6.5(b), damage or destruction and, if necessary, the Closing date Purchaser shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior entitled to the Closingbenefits of all awards, a portion of the Real Property is condemnedclaims, damaged or destroyed settlement proceeds and such portion is not a material portion of the Real Property, the other proceeds payable by reason of any condemnation award such Condemnation, and Seller shall assign to Purchaser (without recourse or payment and any applicable deductible under any insurance policies warranty) all awards, claims, settlement proceeds, or the amount other proceeds payable by reason of any uninsured losssuch Condemnation. In the event of any negotiations with respect to any Purchased Asset with any authority regarding settlement on account of damaging, provided taking or acquiring in lieu of condemnation or eminent domain, Seller has will inform Purchaser of all such negotiations, will permit Purchaser to take part therein, and will not terminated this Agreement in accordance with this Article 12, enter into any settlements thereof without Purchaser's prior written consent. Purchaser shall not be applied toward the payment entitled to a diminution of the Purchase Price to the extent the proceeds from such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all Condemnation are less than the fair market value of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect the Purchased Assets subject to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserCondemnation.

Casualty and Condemnation. Promptly upon learning thereof, Seller (a) Maryland Guarantor shall give Purchaser written prompt notice to Lender of any condemnation, damage Casualty or destruction Condemnation or of the Real Property occurring prior actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the Closing together withextent permitted by law. Upon Lender’s request, Maryland Guarantor shall deliver to Lender all instruments reasonably requested by it to permit such participation. Maryland Guarantor shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Maryland Guarantor shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a casualtytaking of an immaterial portion of the Property. (c) Lender may (x) jointly with Maryland Guarantor settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Maryland Guarantor, or (z) allow Maryland Guarantor to settle and adjust any claims; except that if no Event of Default is continuing, Maryland Guarantor may settle and adjust claims aggregating not in excess of $500,000 if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Maryland Guarantor to Lender upon demand therefor. (d) All Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Following the occurrence of a Casualty, Maryland Guarantor, regardless of whether proceeds are available, shall in a reasonably detailed estimate prompt manner proceed to restore, repair, replace or rebuild the Property to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. If any Condemnation or Casualty occurs as to which, in the reasonable judgment of Lender: (i) in the case of a Casualty, the cost of restoration would not exceed 25% of the Loan Amount and the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of the Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of the Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of the Property; (iii) restoration of the Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of the Property immediately prior to such Condemnation or Casualty; and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Maryland Guarantor to restore the Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding the Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below (and Maryland Guarantor shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding of the Property in a workmanlike fashion and in accordance with applicable law to a status at least equivalent to the quality and character of the Property immediately prior to the Condemnation or Casualty). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse such Loss Proceeds to Maryland Guarantor upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed $500,000 be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to repair restore will exceed $500,000, Lender may retain a local construction consultant to inspect such work and review Maryland Guarantor’s request for payments and Maryland Guarantor shall, on demand by Lender, reimburse Lender for the damage or destroyed Real Property prepared by a third party engineer or contractor reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained by Seller. If prior to completion of 50% of the restoration shall not be paid prior to the Closing final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. (e) Maryland Guarantor shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Property. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Maryland Guarantor. Maryland Guarantor hereby irrevocably constitutes and appoints Lender as the attorney-in-fact of Maryland Guarantor for matters in excess of $500,000.00 with respect to the Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Maryland Guarantor). (f) If Maryland Guarantor is not entitled to apply Loss Proceeds toward the restoration of the Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the principal of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). If the Note has been bifurcated into multiple Notes pursuant to Section 1.1(c), all prepayments of the Loan made by Obligor in accordance with this Section 5.16(f) shall be applied to the Notes in ascending order of interest rate (i.e., first to the Note with the lowest interest rate until its outstanding principal balance has been reduced to zero, then to the Note with the second lowest interest rate until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding the foregoing provisions of this Section 5.16, if the Loan is included in a material REMIC and immediately following a release of any portion of the Real applicable Property is condemnedfrom the Lien of the Loan Documents in connection with a Casualty or Condemnation the Loan would fail to satisfy a Lender 80% Determination, damaged or destroyed, Purchaser then the principal of the Loan shall have the option of be prepaid in accordance with Section 5.16(f) in an amount equal to either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment so much of the Purchase Price Loss Proceeds as are necessary to cause the extent Lender 80% Determination to be satisfied, or if the aggregate Loss Proceeds are insufficient for such condemnation awards or insurance payments have been received by Sellerpurpose, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or then the amount realized by Maryland Guarantor from the Casualty or Condemnation for purposes of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller computing gain or loss under section 1001 of Seller’s right, title and interest in any such awards or payments not theretofore received by Sellerthe Code, or (ii) terminating this Agreement a lesser amount provided Maryland Guarantor delivers to Lender an opinion of counsel for Maryland Guarantor, in form and substance reasonably satisfactory to Lender and delivered by delivering written notice counsel reasonably satisfactory to Lender, opining that such release of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice Property from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a Lien does not cause any portion of the Real Property is condemned, damaged or destroyed and such portion is not Loan to cease to be a material portion “qualified mortgage” within the meaning of section 860G(a)(3) of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserCode.

Casualty and Condemnation. Promptly upon learning thereof(A) In the event of Casualty or Condemnation at any Individual Property (other than non-material Casualty at an Individual Property involving damages of less than $100,000, Seller when aggregated with any other then unrestored Casualty damage at the applicable Individual Property), Borrower shall give Purchaser prompt written notice of any condemnationthe same to the insurance carrier and to Lender and shall promptly commence and diligently prosecute to completion, damage or destruction in accordance with the terms hereof, the repair and restoration of such Individual Property as nearly as possible to the Real condition of such Individual Property occurring prior to the Closing together with, in the case of casualty or loss (a casualty, a reasonably detailed estimate “Restoration”). Borrower shall pay all costs of the cost Restoration whether or not such costs are covered by Insurance or Condemnation Proceeds. Lender may participate in any settlement discussions with any insurance companies concerning a Casualty, and any settlement discussions with any Governmental Authority with respect to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser Condemnation (and shall have the option right to approve any final settlement with respect to either) with respect to any Casualty or Condemnation in which the Net Proceeds or the costs of either completing the Restoration are reasonably expected to exceed the Net Proceeds Threshold (i) applying and otherwise if an Event of Default has occurred and is continuing). Borrower shall execute and deliver to Lender all instruments reasonably required by Lender to permit such participation. With respect to any Casualty or Condemnation in which the proceeds Net Proceeds or the costs of completing the Restoration are reasonably expected to exceed the Net Proceeds Threshold (and otherwise if an Event of Default has occurred and is continuing), Borrower shall cooperate with Lender in obtaining for Lender the benefits of any condemnation award Insurance or Condemnation Proceeds lawfully or equitably payable in connection with each Individual Property, and Lender shall be reimbursed by Borrower for any reasonable expenses actually incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and the payment under by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any insurance policies Individual Property or any part thereof) from such Insurance or Condemnation Proceeds, as applicable. If an Event of Default exists, Lender may, at Lender’s option, retain and apply, in accordance with Section 2.8(C) hereof, the balance of the Insurance or Condemnation Proceeds toward reduction of the Obligations whether or not then due and payable in such order, priority and proportions as Lender in its sole discretion shall deem proper (other B) If not disbursed to Borrower as provided in Section 6.2(E)(i) below if the Net Proceeds are less than business interruption the Net Proceeds Threshold, Lender may, at Lender’s option, condition disbursement of any Insurance or rental loss insurance Condemnation Proceeds on Lender’s reasonable approval of plans and specifications prepared by an independent architect licensed in the state where the applicable Individual Property is located, having at least three (3) years of experience as an architect and reasonably satisfactory to Lender (an “Approved Architect”), any and all material contractors, subcontractors and materialmen engaged in the period prior Restoration and satisfaction of liens as Lender may reasonably require. Lender shall not be obligated to Closing) toward disburse Insurance or Condemnation Proceeds more frequently than once every calendar month. If Insurance or Condemnation Proceeds are applied to the payment of the Purchase Price Obligations, any such application of proceeds to principal shall not extend or postpone the due dates of the monthly payments due under the Note or otherwise under the Loan Documents, or change the amounts of such payments. Any amount of Insurance or Condemnation Proceeds remaining in Lender’s possession after full and final payment and discharge of all Obligations shall be refunded to Borrower (or if the Mezzanine Loan remains outstanding, disbursed to Mezzanine Lender for application pursuant to the extent such condemnation awards Mezzanine Loan Documents). If any Individual Property is sold at foreclosure or insurance payments have been received by Seller, receiving from Seller an amount equal if Lender acquires title to any applicable deductible under any such insurance policy or Individual Property, Lender shall have all of the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest of Borrower in and to any such awards or payments not theretofore received by SellerInsurance Proceeds, or (ii) terminating this Agreement by delivering written notice of such termination and in and to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice the proceeds resulting from Seller of such material condemnation, any damage or destruction and, if necessary, to the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, applicable Individual Property prior to the Closingsuch sale or acquisition, a portion of the Real Property is condemned, damaged or destroyed in each case if and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect previously applied to the Real Property following Obligations or Restoration of the Effective Date without first receiving Purchaser’s prior written consent theretoIndividual Property. (C) If not disbursed to Borrower as provided in Section 6.2(E)(i) below if the Net Proceeds are less than the Net Proceeds Threshold, which in no event shall not Lender be unreasonably withheld. For purposes obligated to make disbursements of this Article 12, the term “material portion” shall mean (A) damage that will cost Insurance or Condemnation Proceeds in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price amount equal to the costs actually incurred from time to time for work in place as part of repairing the Real PropertyRestoration, as certified by the Approved Architect, less a retainage equal to the lesser of (x) the maximum retainage amounts permitted under applicable law and (y) ten percent (10%) of such costs incurred until the Restoration has been completed in all material respects (the “Retention Amount”). The retainage shall in no event be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The retainage shall not be released until the Approved Architect certifies to Lender that the Restoration has been completed substantially in accordance with the provisions of this Section 6.2 and that all material approvals necessary for the re-occupancy and use of the applicable Individual Property have been obtained from all appropriate Governmental Authorities, and Lender receives evidence reasonably estimated by an engineer engaged by Seller and reasonably acceptable satisfactory to PurchaserLender that the costs of the Restoration have been paid in full or will be paid in full out of the retainage.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice (a) In the event of any condemnation, damage a fire or destruction of the Real Property occurring prior to the Closing together with, other casualty in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessarySubleased Premises, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress Common Area or any other portion of the Real Property which, in each case, in SellerBuilding (a “Casualty”) where Sublessee’s reasonable judgment, would materially affect the use, value, operation or legal compliance access to and/or occupancy of the Real PropertySubleased Premises is materially affected, the Sublease Base Rent and Sublessee’s Share of Operating Costs and Taxes shall be proportionately abated to the extent and for such period that the Casualty or the damage resulting therefrom prevents Sublessee from conducting its ordinary business operations in the Subleased Premises, but only to the extent Sublessor receives rent abatement from Landlord under the Master Lease and then only to the extent that the proportionate share of rentable square footage of the Subleased Premises bears to the total Master Lease Premises rendered unfit for occupancy. If the damage time estimated by the Landlord to repair or destruction arises out restore the Subleased Premises or any portion of an uninsured risk the Building necessary for Sublessee’s occupancy exceeds ninety (90) days, Sublessee may, in its sole discretion, elect to terminate this Sublease within thirty (30) days after the Landlord’s notice or determination of repairs, in which event the date of such termination of this Sublease shall be deemed the last day of the Sublease Term. If Sublessee does not elect to terminate this Sublease, Sublessor, if and to the extent it is entitled to do so under the Master Lease following a Casualty, may elect to terminate the Master Lease in its sole discretion. If neither the Landlord or Sublessor elect to terminate the Master Lease or Sublessee does not elect to terminate this Sublease, the obligation to restore the Subleased Premises shall be borne by the Landlord, and not Sublessor, on the terms and conditions of the Master Lease (and Sublessor’s sole obligation shall be to restore any Alterations constructed within the Subleased Premises prior to the Sublease Commencement Date, the improvements Sublessor has agreed to construct and/or provide pursuant to Sublessor’s Work and the reasonable cost for repairing such damage 3rd Floor Inventory). (b) If all or destruction not covered any portion of the Subleased Premises is taken by insurance exceeds Five Million Dollars ($5,000,000)any governmental agency with the power of condemnation, Seller Sublessee shall elect, have the right to terminate this Sublease by written notice within ten to Sublessor at any time following receipt of said notice of condemnation or taking, and effective as of the earlier of the date of said taking or sixty (1060) days from the notice of the occurrence of such damage or destruction either termination given by Sublessee. If Sublessee does not elect to terminate this Agreement or Sublease prior to close the transaction contemplated hereby with a reduction taking, this Sublease shall remain in effect but this Sublease shall terminate as to the portion of the Purchase Price equal to Subleased Premises so taken and Sublease Base Rent and Sublessee’s Share of Operating Costs and Taxes shall be proportionally adjusted based on the costs remaining portion of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserSubleased Premises.

Casualty and Condemnation. Promptly upon learning thereof(a) If any Casualty to either of the Related Premises occurs and the cost of restoration is reasonably estimated by Tenant to be in excess of Fifty Thousand Dollars ($50,000), Seller Tenant shall give Purchaser written Landlord and Lender prompt notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under any condemnation, damage or destruction of the Real Property occurring prior insurance policies required by Paragraph 16 (a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser insurers and Landlord shall have the option of either (i) applying the proceeds right to join with Tenant therein. Any final adjustment, settlement or compromise of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable such claim shall be subject to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent theretoapproval of Landlord, which shall not be unreasonably withheld or delayed, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant's attorneys-in-fact to endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent that any Mortgage so provides. (b) Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. So long as no Event of Default exists, Tenant is authorized to collect, settle and compromise the amount of any Net Award and Landlord shall have the right to join with Tenant herein. If an Event of Default exists, Landlord shall be authorized to collect, settle and compromise the amount of any Net Award and Tenant shall not be entitled to participate with Landlord in any Condemnation proceeding or negotiations under threat thereof or to contest the Condemnation or the amount of the Net Award therefor. No agreement with any condemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. For purposes Subject to the provisions of this Article 12Paragraph 17(b), Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the term “material portion” same shall mean be paid or payable for Tenant's leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant's right to any award or payment on account of Tenant's trade fixtures, equipment or other tangible property which is not part of the Equipment, moving expenses or loss of business, if available, to the extent that and so long as (Ai) damage Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the Condemnation of Landlord's fee interest in the Leased Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant's leasehold interest hereunder. The rights of Landlord under this Paragraph 17(b) shall also be extended to Lender if and to the extent that will cost any Mortgage so provides. (c) If any Partial Casualty (whether or not insured against) or Partial Condemnation shall occur to either Related Premises, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations. Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraph 12(a), shall commence and diligently continue to restore the Leased Premises as nearly as possible to their value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Lease). So long as no Event of Default exists, any Net Award up to and including $375,000 shall be paid by Landlord to Tenant and Tenant shall restore the Leased Premises in accordance with the requirements of Paragraph 13 (b) of this Lease. Any Net Award in excess of Five Million Dollars $375,000 shall ($5,000,000), unless such Casualty resulting in the Net Award is a Termination Event) be made available by Landlord (or will take longer than six months, Lender if the terms of the Mortgage so require) to repair, or (B) condemnation that results in a taking Tenant for the restoration of any of the Improvements, any parking spaces, any ingress or egress or any other portion Leased Premises pursuant to and in accordance with and subject to the provisions of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real PropertyParagraph 19 hereof. If any Casualty or Condemnation which is not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply with the damage or destruction arises out terms and conditions of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserParagraph 18.

Casualty and Condemnation. Promptly upon learning thereof(a) If any Casualty occurs to the Leased Premises, Seller Tenant shall give Purchaser written Landlord and Lender immediate notice thereof and, provided no Event of any condemnationDefault has occurred and is continuing, damage or destruction of the Real Property occurring prior to the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser Tenant shall have the option right to adjust, collect and compromise, subject to Landlord's and Lender's final approval, all claims under any of either the insurance policies required by Paragraph 16 (ia) applying (except public liability insurance claims payable to a Person other than Landlord, Tenant or Lender) reasonably estimated by Landlord and Lender to be in amounts of less than $50,000. Landlord and Lender are hereby authorized to adjust, collect and compromise, in their discretion and upon notice to Tenant (except that no notice to Tenant shall be required if an Event of Default has occurred and is continuing), all other claims under any of the proceeds insurance policies required by Paragraph 16 (a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and, if an Event of Default exists, all claims for amounts of less than $50,000 and to execute and deliver on behalf of Tenant all necessary proofs of loss, receipts, vouchers and releases required by the insurers. Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord and Lender in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty where the Net Award is reasonably estimated by Landlord and Lender to be in an amount of $50,000 or more. Tenant agrees to sign, upon the request of Landlord or Lender, all such proofs of loss, receipts, vouchers and releases. If Landlord or Lender so requests, Tenant shall adjust, collect and compromise any and all such claims, and Landlord and Lender shall have the right to join with Tenant therein. Any adjustment, settlement or compromise of any condemnation award such claim shall be subject to the prior written approval of Landlord and Lender, and Landlord and Lender shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by a Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant's attorneys-in-fact to endorse any insurance policies draft therefor. (other than business interruption or rental loss insurance applicable b) Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof and, provided no Event of Default has occurred and is continuing, Tenant shall have the right to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Sellercollect, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or settle and compromise the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property Net Award that is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by Landlord and Lender to be in an engineer engaged by Seller amount less than $50,000. Landlord and (c) If any Partial Casualty (whether or not insured against) or Partial Condemnation shall occur, this Lease shall continue, notwithstanding such event, and reasonably acceptable to Purchaser.there shall be no abatement or reduction of any Monetary Obligations, except as provided in Paragraphs 17(d) and 19

Casualty and Condemnation. Promptly upon learning thereof, Seller shall (a) Borrower will give Purchaser written Lender notice of any condemnationCasualty immediately after it occurs and will give Lender notice of any Proceeding in Condemnation immediately after Borrower receives notice of commencement or notice that such a Proceeding will be commencing. Borrower immediately will deliver to Lender copies of all documents Borrower delivers or receives relating to the Casualty or the Proceeding, as the case may be. (b) Subject to Subsection (c) below, Borrower authorizes Lender, at Lender's option, to act on Borrower's behalf to collect, adjust and compromise any claims for loss, damage or destruction of under the Real Property occurring prior Policies on such terms as Lender determines in Lender's sole discretion. Subject to Subsection (c) below, Borrower authorizes Lender to act, at Lender's option, on Borrower's behalf in connection with any Condemnation Proceeding. Borrower will execute and deliver to Lender all documents requested by Lender and all documents as may be required by Law to confirm such authorizations. Nothing in this Section will be construed to limit or prevent Lender from joining with Borrower either as a co- defendant or as a co-plaintiff if any Condemnation Proceeding. (c) If Lender does not to act on Borrower's behalf as provided in this Section, Borrower promptly will file and prosecute all claims (including Lender's claims) relating to the Closing together withCasualty and will prosecute or defend (including defense of Lender's interest) any Condemnation Proceeding. Notwithstanding the foregoing Subsection (b), except during the continuance of an Event of Default, Borrower will have the authority to collect, adjust, settle or compromise the claims or Proceeding, as the case may be, provided that Lender -------- has approved, in Lender's reasonable discretion, any compromise or settlement that exceeds $1,000,000.00. Any check for Insurance Proceeds or Condemnation Awards, as the case of a casualtymay be (the "Proceeds") will be made payable to Lender and -------- Borrower. Borrower will endorse the check to Lender immediately upon Lender presenting the check to Borrower for endorsement or if Borrower receives the check first, a reasonably detailed estimate of will endorse the cost check immediately upon receipt and forward it to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemnedLender, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent that the Proceeds exceed $1,000,000.00. If any Proceeds are paid to Borrower, and such condemnation awards Proceeds exceed $1,000,000.00, Borrower immediately will deposit the Proceeds with Lender, to be applied or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement disbursed in accordance with the provisions of this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore Mortgage. Lender will be responsible for only the Proceeds actually received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real PropertyLender. If the damage Proceeds are $1,000,000 or destruction arises out of an uninsured risk less and Borrower is otherwise entitled to hold and apply such Proceeds, Lender will endorse the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either check immediately upon receipt and forward it to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserBorrower.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall (a) Borrower will give Purchaser written Lender notice of any condemnationCasualty immediately after it occurs and will give Lender notice of any Condemnation Proceeding immediately after Borrower receives notice of commencement or notice that such a Condemnation Proceeding will be commencing. Xxxxxxxx immediately will deliver to Lender copies of all documents Borrower delivers or receives relating to the Casualty or the Condemnation Proceeding, as the case may be. (b) Xxxxxxxx authorizes Xxxxxx, at Xxxxxx’s option, to act on Xxxxxxxx’s behalf to collect, adjust and compromise any claims for loss, damage or destruction of under the Real Property occurring prior Policies on such terms as Lender determines in Xxxxxx’s sole discretion. Xxxxxxxx authorizes Xxxxxx to act, at Xxxxxx’s option, on Xxxxxxxx’s behalf in connection with any Condemnation Proceeding. Xxxxxxxx will execute and deliver to Lender all documents requested by Xxxxxx and all documents as may be required by Law to confirm such authorizations. Nothing in this Section will be construed to limit or prevent Xxxxxx from joining with Borrower either as a co-defendant or as a co-plaintiff in any Condemnation Proceeding. (c) If Lender elects not to act on Xxxxxxxx’s behalf as provided in this Section, then Xxxxxxxx promptly will file and prosecute all claims (including Xxxxxx’s claims) relating to the Closing together withCasualty and will prosecute or defend (including defense of Xxxxxx’s interest) any Condemnation Proceeding; provided, in Xxxxxxxx’s engagement of any legal counsel for such Condemnation Proceeding on a contingent fee or percent of recovery basis will be subject to Xxxxxx’s prior written approval. Borrower will have the authority to settle or compromise the claims or Condemnation Proceeding, as the case of a casualtymay be, a reasonably detailed estimate of provided that Xxxxxx has approved in Xxxxxx’s sole discretion any compromise or settlement that exceeds $250,000.00. Any check for Insurance Proceeds or Condemnation Awards, as the cost case may be (the “Proceeds”) will be made payable to repair Lender and Borrower. Borrower will endorse the damage check to Lender immediately upon Lender presenting the check to Borrower for endorsement or destroyed Real Property prepared by a third party engineer or contractor retained by Sellerif Borrower receives the check first, will endorse the check immediately upon receipt and forward it to Lender. If prior any Proceeds are paid to Borrower, Borrower immediately will deposit the Closing all Proceeds with Lender, to be applied or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement disbursed in accordance with the provisions of this Article 12, and receiving an assignment from Seller Deed of Seller’s right, title and interest in any such awards or payments not theretofore Trust. Xxxxxx will be responsible for only the Proceeds actually received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserXxxxxx.

Casualty and Condemnation. Promptly upon learning thereof, In the event that prior to the Closing Date any portion of the Acquired Assets shall be damaged or destroyed by fire or other casualty in an amount exceeding $2,000,000 (as determined by an insurance adjuster mutually satisfactory to Seller shall give Purchaser and Buyer) or in the event that prior to the Closing Date written notice shall be received by Seller of any condemnationaction, damage suit or destruction proceeding or threatened or contemplated action, suit or proceeding to condemn or take all or any material part of the Real Property occurring prior under the powers of eminent domain (hereinafter referred to the Closing together withas "Condemnation"), in the case Seller shall immediately notify Buyer of a such fire, casualty, a reasonably detailed estimate of the cost to repair the damage Condemnation, or destroyed Real Property prepared by a third party engineer or contractor retained by Sellertaking. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser Buyer shall thereafter have the option of either (i) applying the proceeds of any condemnation award or payment right to terminate its obligations under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering providing written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written receiving notice from Seller of such material condemnationfire, damage casualty or destruction and, if necessaryCondemnation or taking. In the event that Buyer shall not elect to terminate its obligations under this Agreement pursuant to this Article 13, the Closing date sale contemplated hereby shall close as scheduled and the Assets shall be extended sold subject to give Purchaser the fire damage; provided, the Purchase Price shall be reduced in an amount equal to the damage not repaired or restored as of the Closing, which amount shall be determined by the aforesaid adjuster. In the event that, in the case of Condemnation, Buyer shall not elect to terminate its obligations under this Agreement pursuant to this Article 13, Buyer shall receive an absolute assignment on the Closing Date of the entire proceeds of such condemnation award, and the Purchase Price shall be the full twenty (20) day period amount provided in Article 3. Seller agrees not to make settle any claim in relation to such electioncasualty or condemnation without the approval of Buyer. If, In the event that prior to the Closing, a Closing Date any portion of the Real Property is condemned, Acquired Assets shall be damaged or destroyed by fire or other casualty in an amount not exceeding $2,000,000 (as determined by an insurance adjuster mutually satisfactory to Seller and Buyer), Seller shall immediately notify Buyer of such portion is fire or casualty. Seller shall thereafter promptly commence to repair and restore the Acquired Assets; and if such repairs and restoration are not a material portion of completed on the Real PropertyClosing Date, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment consummated without adjustment of the Purchase Price except that the Assets shall be sold subject to the extent such condemnation awards or insurance payments have been received by Seller fire damage and Seller shall assign thereafter have no obligation to Purchaser all of Seller’s right, title further complete such repairs and interest in any unpaid awards or payments. Seller restoration except that Buyer shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of retain from the Purchase Price an amount equal to the costs cost of repairing the Real Propertycompleting such repairs and restoration, as reasonably estimated determined by an engineer engaged by the aforesaid adjuster. Seller and reasonably acceptable agrees not to Purchasersettle any claim in relation to such casualty or condemnation without the approval of Buyer.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of In the event there is any condemnation, damage to the Real Property or destruction of any improvement thereon or condemnation of any portion of the Real Property occurring after the Agreement Date, Buyer shall be required to purchase the Property with a credit against the Purchase Price otherwise due hereunder equal to the amount of any insurance proceeds or condemnation awards actually collected by Seller prior to the Closing together withas a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums expended by Seller prior to the Closing for the restoration or repair of the Property. Seller agrees that it will maintain its present casualty insurance policy with respect to the Property in full force and effect until the Closing. 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 sums it expended prior to the Closing for the restoration or repair of the Property. Notwithstanding the foregoing, if the Property shall be damaged or destroyed by a casualty or shall be condemned, to the extent that the cost of repair or restoration to substantially the same condition existing prior to such casualty (or, in the case of a casualtycondemnation, a reasonably detailed estimate the value of the cost to repair the damage Property or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is thereof so condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller would exceed an amount equal to any applicable deductible Five Hundred Thousand Dollars ($500,000.00), then Seller shall give Buyer prompt notice thereof and the Buyer may, at its option to be exercised by delivery of written notice to Seller within five (5) business days of Seller's notice to the Buyer of the occurrence of such casualty or condemnation, elect not to purchase the Property under any such insurance policy or this Agreement. If Buyer so duly elects not to purchase the amount of any uninsured lossProperty, provided Seller has not terminated this Agreement in accordance with shall terminate and neither party shall have any further rights or obligations under this Article 12Agreement other than those expressly stated to survive the termination of this Agreement. Any dispute as to the costs of such repair or restoration or value of a condemned portion of the Property shall be referred to a licensed architect jointly selected by Buyer and Seller for resolution, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice the determination of such termination to Seller and Escrow Agent architect, which shall be made within a period of twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, submittal by the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12parties, shall be applied toward final, conclusive and binding on the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Propertyparties. If the damage or destruction arises out parties shall fail to agree upon the identity of an uninsured risk such architect within five (5) business days after either party has notified the other of its choice of architect, then either party may at any time thereafter apply to a court of competent jurisdiction to appoint immediately such architect. The fees and expenses of such architect shall be paid equally by Buyer and Seller, and the reasonable cost for repairing parties shall cooperate with such damage or destruction architect by providing such information as such architect may reasonably require to resolve the dispute. If Buyer does not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days in writing, not to purchase the Property, Buyer shall be obligated to consummate the purchase of the occurrence of such damage or destruction either to terminate this Agreement or to close Property as required by the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserterms hereof.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall (a) Borrower will give Purchaser written Lender notice of any condemnationCasualty promptly after it occurs and will give Lender notice of any Condemnation Proceeding promptly after Borrower receives notice of commencement or notice that such a Condemnation Proceeding will be commencing. Borrower will promptly deliver to Lender copies of all documents Borrower delivers or receives relating to the Casualty or the Condemnation Proceeding, as the case may be. (b) Borrower authorizes Lender, at Lender's option, to act on Borrower's behalf to collect, adjust and compromise any claims for loss, damage or destruction of under the Real Property occurring prior Policies on such terms as Lender determines in Lender's sole discretion. Borrower authorizes Lender to act, at Lender's option, on Borrower's behalf in connection with any Condemnation Proceeding. Borrower will execute and deliver to Lender all documents requested by Lender and all documents as may be required by Law to confirm such authorizations. Nothing in this Section will be construed to limit or prevent Lender from joining with Borrower either as a co-defendant or as a co-plaintiff in any Condemnation Proceeding. (c) If Lender elects not to act on Borrower's behalf as provided in this Section, then Borrower promptly will file and prosecute all claims (including Lender's claims) relating to the Closing together withCasualty and will prosecute or defend (including defense of Lender's interest) any Condemnation Proceeding. Borrower will have the authority to settle or compromise the claims or Condemnation Proceeding, in as the case of a casualtymay be, a reasonably detailed estimate of provided that Lender has approved in Lender's reasonable discretion any compromise or settlement that exceeds $500,000.00. Any check for Insurance Proceeds or Condemnation Awards, as the cost case may be (the "PROCEEDS") will be made payable to repair Lender and Borrower. Borrower will endorse the damage check to Lender promptly upon Lender presenting the check to Borrower for endorsement or destroyed Real Property prepared by a third party engineer or contractor retained by Sellerif Borrower receives the check first, will endorse the check promptly upon receipt and forward it to Lender. If prior any Proceeds are paid to Borrower, Borrower will promptly deposit the Closing all Proceeds with Lender, to be applied or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement disbursed in accordance with the provisions of this Article 12, and receiving an assignment from Seller Deed of Seller’s right, title and interest in any such awards or payments not theretofore Trust. Lender will be responsible for only the Proceeds actually received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLender.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage or destruction of Notwithstanding anything contained in the Real Property occurring prior Master Lease to the Closing together withcontrary, as between Sublandlord and Subtenant only, in the case event of a casualty, a reasonably detailed estimate damage to or condemnation of the cost Subleased Premises, all insurance proceeds or condemnation awards received by Sublandlord under the Master Lease will be deemed to repair be the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior property of Sublandlord, provided that Subtenant shall be entitled to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either retain (i) applying the proceeds of any condemnation award or payment under any insurance proceeds received by Subtenant from insurance policies (other than carried by Subtenant for business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Sellerrelocation costs, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating if Subtenant has completed its purchase of the Sublandlord FF&E pursuant to Section 1.2 above, any insurance proceeds relating to the loss or damage of the Sublandlord FF&E, and (iii) any condemnation awards directly awarded to Subtenant by the condemning authority. Sublandlord will in no event whatsoever have any obligation hereunder to rebuild or restore the Subleased Premises in the event of any casualty or condemnation. Notwithstanding anything in this Agreement by delivering Sublease to the contrary, if, as a result of such casualty or condemnation, Sublandlord has a right to terminate the Master Lease, Sublandlord at its sole discretion may elect to exercise such right. If Sublandlord so elects, Sublandlord will give Subtenant written notice of such termination to Seller election, and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of this Sublease shall terminate on the date the Master Lease terminates unless stated otherwise by Sublandlord in such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such electionnotice. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with With respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent theretoany casualty, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either Subtenant hereby waives all rights to terminate this Agreement Sublease pursuant to rights otherwise presently or to close the transaction contemplated hereby with a reduction hereafter accorded by law, including without limitation any rights granted under Section 1932, subdivision 2, and Section 1933, of the Purchase Price equal California Civil Code. With regard to any taking, condemnation or eminent domain impacting the costs Subleased Premises, Subtenant hereby waives the effect of repairing Sections 1265.120 and 1265.130 of the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserCalifornia Code of Civil Procedure.

Casualty and Condemnation. Promptly upon learning thereof(a) Upon recordation of this Deed of Trust and periodically thereafter as may be necessary, Seller shall Xxxxxxxx will instruct the Insurers in writing to give Purchaser written notice to Lender of each claim relating to the Property that is made under a Policy promptly after such claim is made. Borrower will give Lender notice of any condemnationCasualty as to which the cost of Restoration would exceed $25,000 and for which a claim will not be made under a Policy, immediately after such Casualty occurs, and will give Lender notice of any Condemnation Proceeding immediately after Borrower receives notice of commencement or notice that such a Condemnation Proceeding will be commencing. Xxxxxxxx immediately will deliver to Lender copies of all documents Borrower delivers or receives relating to the Casualty or the Condemnation Proceeding, as the case may be. (b) Xxxxxxxx authorizes Xxxxxx, at Xxxxxx’s option, to act on Xxxxxxxx’s behalf to collect, adjust and compromise any claims for loss, damage or destruction under the Policies on such terms as Lender determines in Xxxxxx’s sole discretion. Xxxxxxxx authorizes Xxxxxx to act, at Xxxxxx’s option, on Xxxxxxxx’s behalf in connection with any Condemnation Proceeding. Xxxxxxxx will execute and deliver to Lender all documents requested by Xxxxxx and all documents as may be required by Law to confirm such authorizations. Nothing in this Section will be construed to limit or prevent Xxxxxx from joining with Borrower either as a co-defendant or as a co-plaintiff in any Condemnation Proceeding. (c) If Lender elects not to act on Xxxxxxxx’s behalf as provided in this Section, then Borrower promptly will, diligently, in good faith and in a commercially reasonable manner, file and prosecute all claims (including Xxxxxx’s claims) relating to the Casualty and will prosecute or defend (including defense of Xxxxxx’s interest) any Condemnation Proceeding. Borrower will have the authority to settle or compromise the claims or Condemnation Proceeding, as the case may be, provided that Xxxxxx has approved in Xxxxxx’s sole discretion any compromise or settlement that exceeds the then-applicable Destruction Event Threshold. If a check for Insurance Proceeds or Condemnation Awards, as the case may be (the “Proceeds”), is in payment of all or any part of a Casualty claim or a Condemnation Award which is in excess of the Real Property occurring prior then-applicable Destruction Event Threshold (irrespective of whether such check is itself in excess of such Destruction Event Threshold), such check will be made payable to Lender and Borrower. Borrower will endorse any such check to Lender immediately upon Lender presenting the Closing together withcheck to Borrower for endorsement or, if Borrower receives the check first, will endorse the check immediately upon receipt and forward it to Lender. If any Proceeds are paid to Borrower in the case payment of all or any part of a casualty, a reasonably detailed estimate Casualty claim or Condemnation Award which is in excess of the cost then-applicable Destruction Event Threshold (irrespective of whether such Proceeds are themselves in excess of such Destruction Event Threshold), Borrower immediately will deposit the entire Proceeds with Lender, to repair the damage be applied or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement disbursed in accordance with the provisions of this Article 12, and receiving an assignment from Seller Deed of Seller’s right, title and interest in any such awards or payments not theretofore Trust. Xxxxxx will be responsible for only the Proceeds actually received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserXxxxxx.

Casualty and Condemnation. Promptly upon learning thereof, 6.1 Seller shall agrees between the date hereof and the date of Closing to give Purchaser reasonably prompt written notice of any condemnation, damage actual or destruction threatened (by any governmental authority in writing) condemnation proceedings with respect to all or any part of the Real Property occurring prior to the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. which Seller obtains knowledge. 6.2 If prior to the Closing all or there shall occur a taking by condemnation of any “material portion portion” (as defined in Section 6.5 below) of the Real Property is condemnedProperty, damaged or destroyedthen, and in any such event, Purchaser may elect to terminate this Agreement by written notice given to Seller at any time prior to or at the Closing, in which event either party, subject to the provisions of Article XIII, may promptly instruct Escrow Agent to return the Deposit, together with all interest earned thereon, to Purchaser, this Agreement shall thereupon be null and void and neither party hereto shall thereupon have any further obligation to the option other, except for any provisions hereof expressly stated to survive such termination. If Purchaser elects not to terminate this Agreement, then the Closing shall take place as herein provided, without abatement of either the Purchase Price, and all of Seller’s interest in and to any condemnation awards which may be payable to Seller on account of any such condemnation actually theretofore paid, less any amounts (the “Reimbursable Amounts”) (i) applying the proceeds of actually and reasonably expended or incurred by Seller, in negotiating and/or obtaining any condemnation award (including, without limitation, reasonable attorneys’ fees and expenses) and/or (ii) theretofore actually and reasonably incurred or payment under expended by or for the account of Seller for the cost of any insurance policies compliance with laws, protective restoration or emergency repairs made by or on behalf of Seller (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12theretofore been reimbursed by its insurance carriers for such expenditures), and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination shall be paid to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, at the Closing (or such other date shall be extended to give Purchaser the full twenty (20) day period to make such election. Ifthereafter, upon receipt by Seller thereof). 6.3 If prior to the Closing, there shall occur a portion taking by condemnation of any part of the Real Property is condemned, damaged or destroyed and such portion which is not material, then, and in either such event, neither party shall have the right to terminate this Agreement by reason thereof, but, all of Seller’s interest in any condemnation awards which may be payable to Seller on account of any such condemnation, less any Reimbursable Amounts, shall be paid to Purchaser at the Closing (or such other date thereafter, upon receipt by Seller thereof). 6.4 If prior to the Closing, there shall occur a casualty of any material portion part of the Real Property, then Seller shall provide notice of such casualty to Purchaser, and to the proceeds of any condemnation award or payment and any applicable deductible under extent any insurance policies proceeds are received by Seller in connection therewith, Seller shall not apply such amounts towards the restoration or repair of the amount Property, except with the prior written consent of Purchaser, and otherwise such amounts shall be paid to Purchaser at the Closing (or such other date thereafter, upon receipt by Seller thereof) without adjustment to the Purchase Price; provided, that Seller shall be permitted to apply such proceeds to the restoration of the Premises (as defined in the New Seller Space Lease) so long as (i) such restoration can be completed no later than 60 days after such casualty (as estimated in any uninsured losssuch case by a reputable contractor, provided Seller has architect or engineer reasonably designated by Purchaser), (ii) such restoration does not terminated this Agreement require an expenditure of greater of more than fifteen percent (15%) of the full insurable value of the Improvements, (iii) such restoration is at no cost to Purchaser (excepting application of insurance proceeds that have been paid to Purchaser in accordance with this Article 12Section 6.4), (iv) Purchaser shall have the right to approve any such restoration work in its reasonable discretion and (v) any excess proceeds following such restoration shall be applied toward paid to Purchaser at Closing without adjustment to the payment Purchase Price. Notwithstanding anything contained herein, the parties hereby expressly agree that if there shall occur a casualty of any part of the Purchase Price Property, neither party shall have the right to terminate this Agreement by reason thereof. The terms of this Section 6.4 shall supersede and take the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all place of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to Section 5-1311 of the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. New York General Obligations Law. 6.5 For purposes of this Article 12VI, the term a taking of a “material portion” of the Property shall mean (A) damage that will cost any taking in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of which the Improvements, any parking spaces, any ingress or egress or any other remaining portion of the Real Property which, cannot be redeveloped in each case, in Seller’s reasonable judgment, would materially affect substantially the use, value, operation or legal compliance of same manner (and to create substantially the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable same value to Purchaser) as though such rights had not been taken. To the extent that any insurance proceeds or condemnation awards which may be payable to Seller on account of any such condemnation are to be paid after the Closing Date, the provisions of this Article VI shall survive the Closing.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall (a) Borrower will give Purchaser written Lender notice of any condemnationCasualty immediately after it occurs and will give Lender notice of any Proceeding in Condemnation immediately after Borrower receives notice of commencement or notice that such a Proceeding will be commencing. Borrower immediately will deliver to Lender copies of all documents Borrower delivers or receives relating to the Casualty or the Proceeding, as the case may be. (b) Borrower authorizes Lender, at Lender's option, to act on Borrower's behalf to collect, adjust and compromise any claims for loss, damage or destruction of under the Real Property occurring prior Policies on such terms as Lender determines in Lender's reasonable discretion. Borrower authorizes Lender to act, at Lender's option, on Borrower's behalf in connection with any Condemnation Proceeding. Borrower will execute and deliver to Lender all documents requested by Lender and all documents as may be required by Law to confirm such authorizations. Nothing in this Section will be construed to limit or prevent Lender from joining with Borrower either as a codefendant or as a co-plaintiff if any Condemnation Proceeding. (c) If Lender elects not to act on Borrower's behalf as provided in this Section, then Borrower promptly will file and prosecute all claims (including Lender's claims) relating to the Closing together withCasualty and will prosecute or defend (including defense of Lender's interest) any Condemnation Proceeding. Borrower will have the authority to settle or compromise the claims or Proceeding, as the case may be, provided that Lender has approved, in Lender's sole discretion, any compromise or settlement that exceeds $250,000.00. Any check for Insurance Proceeds or Condemnation Awards, as the case of a casualtymay be (the "PROCEEDS") will be made payable to Lender and Borrower. Borrower will endorse the check to Lender immediately upon Lender presenting the check to Borrower for endorsement or if Borrower receives the check first, a reasonably detailed estimate of will endorse the cost check immediately upon receipt and forward it to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by SellerLender. If prior any Proceeds are paid to Borrower, Borrower immediately will deposit the Closing all Proceeds with Lender, to be applied or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement disbursed in accordance with the provisions of this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore Mortgage. Lender will be responsible for only the Proceeds actually received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLender.

Casualty and Condemnation. Promptly upon learning thereofIf, after the Execution Date but prior to or on the Closing Date, any portion of the Oil and Gas Properties are destroyed by fire, explosion, wild well, hurricane, storm, weather events, earthquake, act of nature, civil unrest, or similar disorder, terrorist acts, war, or any other hostilities or other casualty or is expropriated or taken in condemnation or under right of eminent domain (each a “Casualty Loss”), Seller shall give promptly notify Purchaser written notice in writing describing, in reasonable detail, the nature, extent and estimated costs to repair or replace the Assets subject to such Casualty Loss. Upon receipt of any condemnationsuch notice, damage Purchaser and Seller shall, subject to the satisfaction (or destruction waiver) of the Real Property occurring prior conditions to the Closing together withset forth in Section 8.1 and Section 8.2, in the case of a casualtynevertheless be required to proceed with Closing, a reasonably detailed estimate of the cost and Purchaser may elect to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying close on the proceeds transactions contemplated under this Agreement without an adjustment to the Unadjusted Purchase Price, in which case Seller, at Closing, shall pay to Purchaser all sums actually paid to Seller by Third Parties by reason of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable Casualty Loss insofar as with respect to the period prior Assets and shall assign, transfer and set over to Closing) toward the payment of the Purchase Price Purchaser or subrogate Purchaser to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller all of Seller’s or its Affiliates’ right, title and interest (if any) in insurance claims, unpaid awards, and other rights against Third Parties (excluding any Damages, other than insurance claims, of or against any Seller Indemnified Person) arising out of such Casualty Loss insofar as with respect to the Assets; provided, however, that Seller shall reserve and retain (and Seller shall not assign to Purchaser) all right, title, interest and claims against Third Parties for the recovery of Seller’s and its Affiliates’ costs and expenses incurred prior to Closing in repairing such Casualty Loss or pursuing or asserting any such awards or payments not theretofore received by Sellerinsurance claims, or (ii) terminating this Agreement in the event that the estimated costs to repair or replace the Assets subject to such Casualty Loss are equal to or greater than Five Hundred Thousand Dollars $(500,000.00), reduce the Unadjusted Purchase Price by delivering written notice the lesser of such termination to Seller and Escrow Agent within twenty (20y) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion Allocated Value of the Real Property is condemned, damaged Assets affected by such Casualty Loss and (z) the cost and expense to repair or destroyed replace the Assets affected by such Casualty Loss (less any costs that are covered and such portion is not a material portion paid by insurance claims or awards for the benefit of Purchaser). If the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or Parties are unable to agree on the amount of any uninsured lossreduction to the Unadjusted Purchase Price under Section 7.6, provided Seller has not terminated this Agreement Seller’s reasonable estimate shall be used for the purposes of adjusting the Unadjusted Purchase Price at Closing, subject to final adjustment in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser2.

Casualty and Condemnation. Promptly upon learning thereof(a) Subject to the provisions of this Section 15 and Section 16 (in the event Lessee delivers, Seller shall give Purchaser written notice of any condemnationor is obligated to deliver, damage or destruction of the Real Property occurring a Termination Notice), and prior to the Closing together with, in the case occurrence and continuation of a casualtyLease Event of Default, a reasonably detailed estimate Lessee shall be entitled to receive (and Lessor hereby irrevocably assigns to Lessee all of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s Lessor's right, title and interest in) any award, compensation or insurance proceeds to which Lessee or Lessor may become entitled by reason of their respective interests in any the Equipment (i) if all or a portion of such awards Equipment is damaged or payments not theretofore received destroyed in whole or in part by Seller, a Casualty or (ii) terminating if the use, access, easement rights or title to such Equipment or any part thereof is the subject of a Condemnation; provided, however, if a Lease Event of Default shall have occurred and be continuing such award, compensation or insurance proceeds shall be paid directly to Lessor or, if received by Lessee, shall be held in trust for Lessor, and shall be paid over by Lessee to Lessor. (b) So long as no Lease Event of Default has occurred and is continuing, Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At Lessee's reasonable request, and at Lessee's sole cost and expense, Lessor and the Agent shall participate in any such proceeding, action, negotiation, prosecution or adjustment. Lessor and Lessee agree that this Agreement by delivering written Lease shall control the rights of Lessor and Lessee in and to any such award, compensation or insurance payment. (c) If Lessor or Lessee shall receive notice of a Casualty or a possible Condemnation of a piece of Equipment or any interest therein, Lessor or Lessee, as the case maybe, shall give notice thereof to the other and to the Agent promptly after the receipt of such termination to Seller and Escrow Agent within twenty notice. (20d) In the event of a Casualty or receipt of notice by Lessee or Lessor of a Condemnation, Lessee shall, not later than thirty (30) days after Purchaser has received written notice from Seller of such material condemnationoccurrence, damage or destruction and, if necessary, deliver to Lessor and the Closing date shall be extended to give Purchaser the full twenty Agent an Officer's Certificate stating that either (20i) day period to make (x) such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion Casualty is not a material portion of the Real Property, the proceeds of any condemnation award Significant Casualty or payment (y) such Condemnation is neither a Total Condemnation nor a Significant Condemnation and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated that this Agreement Lease shall remain in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller full force and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim effect with respect to the Real Property following applicable piece of Equipment and, at Lessee's sole cost and expense, Lessee shall promptly and diligently restore the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes applicable piece of this Article 12, Equipment in accordance with the term “material portion” shall mean (Aterms of Section 15.1(e) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (Bii) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller this Lease shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal respect to the costs applicable Equipment in accordance with Section 16.1. (e) If pursuant to this Section 15.1, this Lease shall continue in full force and effect following a Casualty or Condemnation with respect to the affected piece of repairing Equipment, Lessee shall, at its sole cost and expense, promptly and diligently repair any damage to the Real Propertyapplicable piece of Equipment caused by such Casualty or Condemnation in conformity with the requirements of Sections 10.1 and 11.1 so as to restore the applicable piece of Equipment to the same condition, operation, function and value as reasonably estimated by an engineer engaged by Seller and reasonably acceptable existed immediately prior to Purchasersuch Casualty or Condemnation. In such event, title to the applicable piece of Equipment shall remain with Lessor.

Casualty and Condemnation. Promptly upon learning (i) In the event of any casualty or Condemnation (a "Loss"), Borrower shall give prompt written notice thereof to Lender. Any Insurance Proceeds or awards with respect to such Loss in an amount greater than $10,000 (the "Loss Proceeds") shall be payable to Lender. Borrower shall have no right to settle or compromise, and shall not settle or compromise, any claim or proceeding relating to such Loss or Loss Proceeds without Lender's reasonable consent which shall not be unreasonably delayed. Borrower shall proceed promptly and diligently to prosecute in good faith the settlement or compromise of any and all claims or proceedings relating to such Loss or Loss Proceeds; provided, however, any such settlement or compromise shall be subject to Lender's reasonable consent which shall not be unreasonably delayed. Borrower hereby authorizes and directs any affected insurance company and any affected governmental body responsible for such Condemnation to make payment of the Loss Proceeds directly to Lender. If Borrower receives any Loss Proceeds, Borrower shall promptly pay over such Loss Proceeds to Lender. Borrower hereby covenants that until such Loss Proceeds are so paid over to Lender, Borrower shall hold such Loss Proceeds in trust for the benefit of Lender and shall not commingle such Loss Proceeds with any other funds or assets of Borrower or any other party. (ii) Borrower hereby irrevocably assigns to Lender all Loss Proceeds to which Borrower may become entitled by reason of its interests in each Restaurant which is Primary Collateral if a Loss occurs. All Loss Proceeds shall be paid to Lender and applied pursuant to this Section 5.01(o). Subject to the last sentence of this Section 5.01(o), Borrower shall take all appropriate action in connection with each such proceeding, settlement and adjustment and shall pay all expenses thereof, Seller including, if Lender shall give Purchaser written notice elect to participate therein, the cost of Lender's participation; provided, however, that any condemnation, damage final settlement or destruction of the Real Property occurring prior adjustment shall be subject to the Closing prior written reasonable consent of Lender which shall not be unreasonably delayed unless the Loss Proceeds are sufficient to prepay the Note in full, together withwith the Yield Maintenance Amount and all accrued and unpaid interest thereon. So long as an Event of Default shall have occurred and be continuing, Lender may, at its option and with respect to its interests as set forth herein, commence, appear in and prosecute, in its own name, any such action or proceeding or make any compromise or settlement in connection with such damage, destruction or taking and obtain directly all Loss Proceeds. (iii) So long as no Event of Default shall have occurred and be continuing, if any Collateral or a Restaurant which is Primary Collateral suffers a Loss, Borrower shall restore or replace items of Collateral and in all events restore such a Restaurant (or, in the case of a casualtytaking, the remaining Collateral and such a reasonably detailed estimate Restaurant) to the same condition, as nearly as possible, as existed immediately prior to such casualty or taking, whether or not the Loss Proceeds are sufficient therefor. If the cost of any restoration made by Borrower pursuant to this Section 5.01(o) shall exceed the amount of the cost Loss Proceeds, such deficiency shall be paid by Borrower. The Loss Proceeds shall be held by Lender or its agent and shall be disbursed to repair Borrower as hereinafter set forth, and Borrower shall be entitled to receive any accrued interest thereon. Lender or its agent shall release such Loss Proceeds to Borrower, subject to such reasonable procedural requirements as Lender or its agent may prescribe, from time to time and provided that such amounts shall be disbursed not more often than once monthly, as the damage or destroyed Real Property prepared restoration progresses, upon Borrower's written request, accompanied by a third party certificate of the architect or engineer in charge of the restoration or contractor retained by Seller. If prior an authorized officer or managing partner of Borrower, stating that the sum then requested either has been paid by Borrower or is justly due to the Closing all named persons (whose addresses shall also be stated) who have rendered services or a material portion furnished materials for certain portions of the Real Property is condemnedrestoration. The certificate shall give a brief description of such services and materials, damaged shall list the amounts so paid or destroyedowing to each of such persons, Purchaser shall have state the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment estimated cost of the Purchase Price balance of the work yet to be performed, and shall state that no part of such expenditures has been or is being made the basis for any other request for payment. Upon compliance with the foregoing, Lender or its agent shall pay out of the Loss Proceeds to the extent such condemnation awards available to the persons named in the certificate the respective amounts stated to be due to them or insurance payments shall pay to Borrower the amount stated to have been received paid by SellerBorrower to such persons. So long as an Event of Default shall have occurred and be continuing, receiving from Seller an amount equal to any applicable deductible under any then such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment Loss Proceeds and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, accrued interest thereon shall be applied toward at the payment option and direction of Lender either to the restoration and replacement of the Purchase Price Collateral and restoration of any such Restaurant which is Primary Collateral as set forth above or, on the next Payment Date, to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any prepayment of the Improvements, any parking spaces, any ingress or egress or any other portion outstanding principal amount of the Real Property whichLoan, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance at a price equal to 100% of the Real Property. If the damage or destruction arises out of an uninsured risk unpaid principal amount to be prepaid, plus accrued and unpaid interest thereon, and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserYield Maintenance Amount.

Casualty and Condemnation. Promptly upon learning thereof(a) If any Casualty occurs to either Related Premises, Seller Tenant shall give Purchaser written Landlord and Lender immediate notice of thereof. Landlord and Lender are hereby authorized to adjust, collect and compromise, in their discretion and upon notice to Tenant, all claims under any condemnation, damage or destruction of the Real Property occurring prior insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Tenant all necessary proofs of loss, receipts, vouchers and releases required by the Closing together withinsurers. Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord and Lender in the case of a casualtyany adjustment, a reasonably detailed estimate collection and compromise of the cost Net Award payable in connection with a Casualty. Tenant agrees to repair sign, upon the damage request of Landlord or destroyed Real Property prepared by a third party engineer or contractor retained by SellerLender, all such proofs of loss, receipts, vouchers and releases. If prior to the Closing Landlord or Lender so requests, Tenant shall adjust, collect and compromise any and all or a material portion of the Real Property is condemnedsuch claims, damaged or destroyed, Purchaser and Landlord and Lender shall have the option of either (i) applying the proceeds right to join with Tenant therein. Any adjustment, settlement or compromise of any condemnation award such claim shall be subject to the prior written approval of Landlord and Lender, and Landlord and Lender shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. Each insurer is hereby authorized and directed to make payment under any insurance said policies (other than business interruption payments made under the Business Interruption and Extra Expense insurance policy maintained in accordance with Paragraph 16(a)(v) over and above payments thereunder with respect to Rent payable to or rental loss insurance applicable to for the period prior to Closing) toward the payment benefit of the Purchase Price Landlord under this Lease and the return of unearned premiums), directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant's attorneys-in-fact to endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent such condemnation awards that any Mortgage so provides. (b) Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. Landlord and Lender are authorized to collect, settle and compromise, in their discretion, the amount of any Net Award (other than the Net Award paid in connection with the Red Mountain Freeway Transaction). Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord and Lender in any Condemnation proceeding or insurance payments have been received by Seller, receiving from Seller an amount equal negotiations under threat thereof and to any applicable deductible under any such insurance policy contest the Condemnation or the amount of the Net Award therefor. No agreement with any uninsured losscondemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord and Lender. Subject to the provisions of this Paragraph 17(b), provided Seller has not terminated Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant's leasehold interest hereunder or otherwise; but nothing in this Agreement in accordance with this Article 12, and receiving Lease shall impair Tenant's right to (or constitute an assignment from Seller of) any award or payment on account of Seller’s rightTenant's trade fixtures, title equipment or other tangible property which is not part of the Equipment, moving expenses or loss of business, if available, to the extent that and interest in any such awards or payments not theretofore received by Sellerso long as (i) if Tenant shall have the right to make, or Tenant shall make, a separate claim therefor against the condemnor and (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, claim does not in any way reduce either the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion amount of the Real Property is condemned, damaged or destroyed and such portion is not a material portion award otherwise payable to Landlord for the Condemnation of Landlord's fee interest in the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies Leased Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant's leasehold interest hereunder. Notwithstanding anything to the contrary herein, Tenant shall be entitled to any uninsured lossNet Award on account of the Red Mountain Freeway Transaction and shall be responsible to pay all Costs related to the Red Mountain Freeway Transaction and Landlord shall in good faith cooperate with Tenant, provided Seller has at Tenant's sole cost and expense, in the execution of any documents relating to the Red Mountain Freeway Transaction. The rights of Landlord under this Paragraph 17(b) shall also be extended to Lender if and to the extent that any Mortgage so provides. (c) If any Partial Casualty (whether or not terminated insured against) or Partial Condemnation shall occur to any Related Premises, this Agreement Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations. Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraph 12(a), shall commence and diligently continue to restore the Leased Premises as nearly as possible to their value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Lease). Upon the receipt by Landlord of the entire Net Award of such Partial Casualty or Partial Condemnation, Landlord shall make such Net Award available to Tenant for restoration or reconfiguration of the Leased Premises in accordance with this Article 12, shall be applied toward the payment of the Purchase Price and subject to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all provisions of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000Paragraph 19(a), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If any Casualty or Condemnation which is not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply with the damage or destruction arises out terms and conditions of an uninsured risk Paragraph 18. Landlord and Tenant waive the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days provisions of the occurrence California Civil Code Sections 1932 and 1933 and California Code of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserCivil Procedure Section 1265.130.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage or destruction of agrees to keep its customary replacement cost insurance covering the Real Property occurring prior to in effect until the Closing. If between the Effective Date and the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all "Substantial Taking" or a material portion of the Real Property is condemned, damaged or destroyed"Substantial Casualty" occurs, Purchaser shall have the option of either may (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated terminate this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination elect to accept the Property in its then condition, in which event Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage will pay or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser at Closing all proceeds of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance (plus the applicable deductible) or condemnation claim with respect awards payable to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes Seller by reason of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered condemnation. In the event Purchaser makes neither election by insurance exceeds Five Million Dollars the earlier of ($5,000,000), Seller shall elect, by written notice within a) Closing or (b) ten (10) days of the occurrence after being advised of such casualty or condemnation, Purchaser will be deemed to have elected to accept the Property in its then condition. In the event of any other damage to the Property, Seller may either repair the damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with give Purchaser a reduction of in the Purchase Price equal to the costs cost of repairing the Real Propertysuch damage, as reasonably estimated certified by an engineer engaged architect or contractor selected by Seller and reasonably acceptable to Purchaser.. In the event of any damage where Purchaser does not have the right to terminate and Seller elects to repair such damage, the Closing Date shall be delayed for the number of days (not to exceed 60 days) required to repair the damage, which Seller agrees to do promptly in accordance with all Laws and in a good and workmanlike manner. "Substantial Casualty" or "Substantial Taking" shall mean a casualty or taking, as the case may be, where: (a) the condemnation award, or the proceeds payable under the applicable policy or policies of casualty insurance maintained by Seller, are insufficient by more than $100,000 to fully repair the damage caused by such casualty or taking, unless Seller shall (at its sole option and without any obligation to do so) grant to Purchaser a credit equal to such deficiency; or (b) a REA party shall, by reason of such casualty

Casualty and Condemnation. Promptly upon learning thereof, Seller (a) Borrower shall give Purchaser written prompt notice to Lender of any condemnationCasualty or Condemnation. Lender may (x) jointly with Borrower settle and adjust any claims, damage (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or destruction cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default has occurred and is continuing, Borrower may settle and adjust claims without Lender consent aggregating not in excess of $10,000,000 per incident (the “Restoration Threshold”) if such settlement or adjustment is carried out in a commercially reasonable and timely manner; and provided further that if Lender’s consent is required pursuant to this Section 5.16(a) for Borrower to settle and adjust a claim, such consent shall not be unreasonably withheld, conditioned or delayed. The reasonable out-of-pocket expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Real Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (b) All Loss Proceeds from any Casualty or Condemnation which do not exceed the Restoration Threshold will be promptly disbursed by Lender to Borrower and Borrower shall apply such sums toward the restoration and repair of the applicable Property occurring (with any excess amounts remitted into the Cash Management Account). Promptly after receipt of the Loss Proceeds, Borrower shall commence and satisfactorily complete with due diligence the restoration, repair, replacing or rebuilding of the applicable Property in accordance with the terms of this Agreement, it being understood, however, that Borrower shall not be obligated to restore such Property to the precise condition of such Property prior to such Casualty or Condemnation provided the Property is restored or repaired, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Closing together withCasualty or Condemnation. (c) All Loss Proceeds from any Casualty or Condemnation which exceed the Restoration Threshold shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). If any Condemnation or Casualty from which the Loss Proceeds exceed the Restoration Threshold occurs as to which, in the reasonable judgment of Lender: (i) in the case of a casualty, a reasonably detailed estimate Casualty of any of the Properties, the cost of restoration would not exceed 25% of the Allocated Loan Amount and the Casualty does not render untenantable more than 25% of the guest rooms of such Property; (ii) in the case of a Condemnation of any of the Properties, the Condemnation does not render untenantable more than 15% of the guest rooms of such Properties or materially impair or disrupt the operation of the Property (including the Casino Component); and (iii) restoration of any of the Properties is reasonably expected to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If be completed in accordance herewith prior to the Closing all expiration of rental interruption insurance and at least 180 days prior to the Maturity Date, unless on or prior to such date the Borrower (x) shall deliver to the Lender and there shall remain in effect a material portion binding written offer, subject only to customary conditions, of an Eligible Institution or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State of Nevada for a loan from such Eligible Institution or such other financial institution or investment bank to the Borrower in a principal amount of not less than the then Principal Indebtedness and which shall, in the Lender’s reasonable judgment, enable the Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Confirmation; or if Lender otherwise elects to allow Borrower to restore any of the Real Properties, then the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding each of such Properties or part thereof subject to the Casualty or Condemnation, in the manner set forth below (and Borrower shall commence as promptly and diligently as practicable to prosecute such restoring, repairing, replacing or rebuilding of such Properties in a workmanlike fashion and in accordance with applicable law to a status at least equivalent to the quality and character of such Properties immediately prior to the Condemnation or Casualty, it being understood, however, that Borrower shall not be obligated to restore such Property to the precise condition of such Property prior to such Casualty or Condemnation provided the Property is condemnedrestored, damaged to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty or destroyed, Purchaser Condemnation). Provided that no Event of Default shall have the option of either occurred and be then continuing, Lender shall disburse such Loss Proceeds to Borrower upon Lender’s being furnished with (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable evidence reasonably satisfactory to the period prior to Closing) toward the payment it of the Purchase Price estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration, and (iii) to the extent the restoration work exceeds $500,000, such condemnation awards or insurance payments have been received by Sellerarchitect’s certificates, receiving from Seller an amount equal to any applicable deductible under any waivers of lien, contractor’s sworn statements, bonds, plats of survey and such insurance policy or the amount other evidences of any uninsured losscost, provided Seller has not terminated this Agreement in accordance with this Article 12payment and performance as Lender may reasonably request; and Lender may, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received event, require that all plans and specifications for restoration reasonably estimated by Seller, or (ii) terminating this Agreement Lender to exceed the Restoration Threshold be submitted to and approved by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, Lender prior to the Closing, a portion commencement of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, work (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of this Article 12such consultant (which fees and expenses shall constitute Indebtedness). No payment in respect of any contract shall exceed 90% of the value of the work performed from time to time thereunder until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. (d) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the term “material portion” expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. (e) If Borrower is not entitled to apply Loss Proceeds toward the restoration of one of Properties pursuant to Section 5.16(b) or (c) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds, together with such additional amounts as Borrower shall mean pay to Lender, shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (A) damage that will cost in excess of Five Million Dollars ($5,000,000calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). If the Note has been bifurcated into multiple Note Components pursuant to Section 1.3(c), or will take longer than six monthsall prepayments of the Loan made by Borrower in accordance with this Section 5.16(e) shall be applied to the Note Components in ascending order of interest rate (i.e., first to repairthe Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on). (f) If Borrower is entitled to apply Loss Proceeds toward the restoration of the Property pursuant to Section 5.16(b) or (B) condemnation that results c), then, after the completion of such restoration in a taking accordance herewith, including, without limitation, delivery of all temporary certificates of occupancy, lien waivers and other evidence Lender may reasonably require to evidence the lien free completion of such restoration in compliance with all Legal Requirements, as long as no Event of Default has occurred and is continuing, Lender shall deposit in the Cash Management Account any of the Improvements, any parking spaces, any ingress or egress or any other undisbursed portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLoss Proceeds.

Casualty and Condemnation. Promptly upon learning thereof, Seller (a) Borrower shall give Purchaser written prompt notice to Lender of any condemnation, damage Casualty or destruction Condemnation or of the Real Property occurring prior actual or threatened commencement of proceedings that would result in a Condemnation (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the Closing together withextent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a casualtytaking of an immaterial portion of the Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default has occurred and is continuing, Borrower may settle and adjust claims aggregating not in excess of the Loss Proceeds Threshold if such settlement or adjustment is carried out in a competent and timely manner. Provided that no Event of Default has occurred and is continuing, Borrower shall be permitted to collect and receive Loss Proceeds for claims that Borrower is permitted to settle without Lender’s participation pursuant to the immediately preceding sentence; provided, however, that Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds for claims that Borrower is not permitted to settle without Lender’s participation pursuant to the immediately preceding. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except to the extent Borrower is permitted to collect and receive Loss Proceeds pursuant to Section 5.16(c), all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably detailed estimate prompt manner proceed to restore, repair, replace or rebuild the Property to be of at least equal value and of substantially the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If same character as prior to the Closing Casualty, all in accordance with the terms hereof applicable to Alterations. If any Condemnation or Casualty occurs as to which, in the reasonable judgment of Lender: (i) in the case of a material Casualty, the cost of restoration would not exceed 30% of the Loan Amount and the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of the Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of the Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of the Property; (iii) restoration of the Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) after restoration of the Property, the fair market value thereof is reasonably expected to equal at least the fair market value of the Property immediately prior to such Condemnation or Casualty (assuming the affected portion of the Real Property is condemnedrelet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore the Property, damaged or destroyedthen, Purchaser provided no Event of Default shall have occurred and is continuing, the option Loss Proceeds after receipt thereof by Lender and reimbursement of either any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding the Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below (and Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding of the Property in a workmanlike fashion and in accordance with applicable law to a status at least equivalent to the quality and character of the Property immediately prior to the Condemnation or Casualty). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse such Loss Proceeds to Borrower upon Lender’s being furnished with (i) applying evidence reasonably satisfactory to it of the proceeds estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any condemnation award or payment under remaining Loss Proceeds, to complete the proposed restoration (including, without limitation, for any insurance policies (other than business interruption or rental loss insurance applicable reasonable costs and expenses of Lender to the period prior to Closingbe incurred in administering such restoration) toward the and for payment of the Purchase Price to Indebtedness as it becomes due and payable during the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12restoration, and receiving an assignment from Seller (iii) such architect’s certificates, waivers of Sellerlien, contractor’s rightsworn statements, title insurance endorsements, bonds, plats of survey and interest such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any such awards or payments not theretofore received event, require that all plans and specifications for restoration reasonably estimated by Seller, or (ii) terminating this Agreement Lender to exceed the Loss Proceeds Threshold be submitted to and approved by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, Lender prior to the Closing, a portion commencement of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, work (which approval shall not be unreasonably withheld). For purposes If Lender reasonably estimates that the cost to restore will exceed the Loss Proceeds Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of this Article 12such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Property. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the term “material portion” shall mean (Aexpense of an Appraisal on behalf of Lender) damage that will cost out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender as the attorney-in-fact of Borrower for matters in excess of Five Million Dollars ($5,000,000)the Loss Proceeds Threshold with respect to the Property, or will take longer than six monthswith full power of substitution, subject to the terms of this Section 5.16, to repairsettle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (B) condemnation that results in a taking which power of attorney shall be irrevocable so long as any of the ImprovementsIndebtedness is outstanding, any parking spacesshall be deemed coupled with an interest, any ingress and shall survive the voluntary or egress or any other portion involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of the Real Property whichpursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, in each case, in Seller’s reasonable judgment, would materially affect such Loss Proceeds shall be applied on the use, value, operation or legal compliance first Payment Date following such election to the prepayment of the Real PropertyLoan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000Note has been bifurcated into multiple Notes pursuant to Section 1.1(c), Seller shall elect, by written notice within ten (10) days all prepayments of the occurrence of such damage or destruction either to terminate Loan made by Borrower in accordance with this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal Section 5.16(f) shall be applied to the costs Notes in ascending order of repairing interest rate (i.e., first to the Real PropertyNote with the lowest interest rate until its outstanding principal balance has been reduced to zero, then to the Note with the second lowest interest rate until its outstanding principal balance has been reduced to zero, and so on) or in such other order as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLender shall determine.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice (a) If the Lease is terminated pursuant to its terms or by a party thereto pursuant to its rights under the Lease as a result of any condemnation, damage fire or destruction other casualty (“Casualty”) or its rights under the Lease as a result of the Real Property occurring condemnation or taking of all or a part of the Building for public or quasi-public use or purposes (“Condemnation”), this Sublease shall terminate upon the date of such termination as if said date were the date fixed herein as the Expiration Date, and Fixed Rent and Additional Rent shall be adjusted as of said date and neither party shall have any further obligations hereunder, except for any further adjustment of Additional Rent pursuant to the terms hereof and claims that accrued prior to the Closing together with, date of termination. (b) If the Lease is not terminated in the case event of a casualtyCasualty or Condemnation, a reasonably detailed estimate of the cost this Sublease shall continue in full force and effect and Subtenant shall continue to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward be liable for the payment of the Purchase Price Rentals, except that Subtenant shall receive an abatement of Rentals due hereunder in the same manner (c) Except to the extent such condemnation awards caused by the gross negligence or willful misconduct of Tenant, Tenant shall not be liable for any inconvenience or annoyance to Subtenant or injury to the business of Subtenant resulting in any way from damages arising from Casualty or the repair thereof or from Condemnation or the repair or renovation necessitated thereby. Subtenant acknowledges that Tenant will not carry insurance payments of any kind on Subtenant’s goods, furniture or furnishings or on any fixtures, equipment, improvements, installations or appurtenances in the Subpremises and that Tenant shall not be obligated to repair any damage thereto or replace same, or pay the cost thereof. (d) In the event of a taking by Condemnation (or deed in lieu thereof), Subtenant shall have been received by Seller, receiving from Seller an amount equal no claim to any applicable deductible under any such insurance policy or share of the amount of any uninsured lossaward, provided Seller has not terminated this Agreement except to file a claim for its fixtures and moving expenses, but only to the extent Tenant would be permitted to do so in accordance with this Article 12, and receiving an assignment from Seller the Lease. (e) Subtenant hereby waives the provisions of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion Section 227 of the New York Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent theretoLaw, which shall not be unreasonably withheld. For purposes are superseded by the provisions of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (Paragraph 10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser.

Casualty and Condemnation. Promptly upon learning thereof(a) Subject to the provisions of this Section 15 and Section 16 (in the event Lessee delivers, Seller shall give Purchaser written notice of any condemnationor is obligated to deliver, damage or destruction of the Real Property occurring a Termination Notice), and prior to the Closing together with, in the case occurrence and continuation of a casualtyLease Default, a reasonably detailed estimate Lessee shall be entitled to receive (and Lessor hereby irrevocably assigns to Lessee all of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s Lessor's right, title and interest in) any award, compensation or insurance proceeds to which Lessee or Lessor may become entitled by reason of their respective interests in any a Property (i) if all or a portion of such awards Property is damaged or payments not theretofore received destroyed in whole or in part by Seller, a Casualty or (ii) terminating if the use, access, occupancy, easement rights or title to such Property or any part thereof is the subject of a Condemnation; provided, however, if a Lease Default shall have occurred and be continuing such award, compensation or insurance proceeds shall be paid directly to Lessor or, if received by Lessee, shall be held in trust for Lessor, and shall be paid over by Lessee to Lessor, and provided further that in the event of any Casualty or Condemnation, the estimated cost of restoration of which is in excess of $1,000,000, any such award, compensation or insurance proceeds shall be paid directly to Lessor, or if received by Lessee, shall be held in trust for Lessor and shall be paid over by Lessee to Lessor. (b) So long as no Lease Event of Default has occurred and is continuing, Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof; provided that if the estimated cost of restoration of the Property or the payment on account of such title defect is in excess of $1,000,000, then Lessor shall be entitled to participate in any such proceeding or action. At Lessee's reasonable request, and at Lessee's sole cost and expense, Lessor and the Agent shall participate in any such proceeding, action, negotiation, prosecution or adjustment. Lessor and Lessee agree that this Agreement by delivering written Lease shall control the rights of Lessor and Lessee in and to any such award, compensation or insurance payment. (c) If Lessor or Lessee shall receive notice of a Casualty or a possible Condemnation of a Property or any interest therein, Lessor or Lessee, as the case may be, shall give notice thereof to the other and to the Agent promptly after the receipt of such termination to Seller and Escrow Agent within twenty notice. (20d) In the event of a Casualty or receipt of notice by Lessee or Lessor of a Condemnation, Lessee shall, not later than thirty (30) days after Purchaser has received written notice from Seller of such material condemnationoccurrence, damage or destruction and, if necessary, deliver to Lessor and the Closing date shall be extended to give Purchaser the full twenty Agent an Officer's Certificate stating that either (20i) day period to make (x) such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion Casualty is not a material portion of the Real Property, the proceeds of any condemnation award Significant Casualty or payment (y) such Condemnation is neither a Total Condemnation nor a Significant Condemnation and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated that this Agreement Lease shall remain in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller full force and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim effect with respect to the Real applicable Property and, at Lessee's sole cost and expense, Lessee shall promptly and diligently restore the applicable Property in accordance with the terms of Section 15.1(e) or (ii) this Lease shall terminate with respect to the applicable Property in accordance with Section 16.1. (e) If pursuant to this Section 15.1, this Lease shall continue in full force and effect following a Casualty or Condemnation with respect to the Effective affected Property, Lessee shall, at its sole cost and expense, promptly and diligently repair any damage to the applicable Property caused by such Casualty or Condemnation in conformity with the requirements of Sections 10.1 and 11.1 using the as-built plans and specifications for the applicable Property (as modified to give effect to any subsequent Modifications, any Condemnation affecting the Property and all applicable Legal Requirements) so as to restore the applicable Property to the same condition, operation, function and value as existed immediately prior to such Casualty or Condemnation. In such event, title to the applicable Property shall remain with Lessor. (f) In no event shall a Casualty or Condemnation with respect to which this Lease remains in full force and effect under this Section 15.1 affect Lessee's obligations to pay Rent pursuant to Section 3.1. (g) Notwithstanding anything to the contrary set forth in Section 15.1(a) or Section 15.1(e), if during the Term a Casualty occurs with respect to a Property or Lessee receives notice of a Condemnation with respect to a Property, and following such Casualty or Condemnation, such Property cannot reasonably be restored on or before the date which is twelve months prior to the Maturity Date without first receiving Purchaser’s to substantially the same condition as existed immediately prior written consent theretoto such Casualty or Condemnation or before such day such Property is not in fact so restored, then Lessee shall exercise its Purchase Option with respect to such Property on the next Payment Date or irrevocably agree in writing to exercise the Maturity Date Purchase Option with respect to such Property, and in either such event such remaining Casualty or Condemnation proceeds shall be paid to the Agent, which shall not be unreasonably withheld. For purposes of this Article 12, pay such funds to Lessee upon the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any closing of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence purchase of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser.

Casualty and Condemnation. Promptly upon learning (a) If any Casualty occurs to the Leased Premises, the insurance proceeds for which is reasonably estimated by Tenant to be equal to or in excess of Five Hundred Thousand Dollars ($500,000), Tenant shall promptly give Landlord and Lender notice thereof. So long as no monetary or material non-monetary Event of Default exists beyond any applicable notice and cure period, Seller shall give Purchaser written notice of Tenant is hereby authorized to adjust, collect and compromise all claims under any condemnation, damage or destruction of the Real Property occurring prior insurance policies required by Paragraph 16 (a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser insurers and Landlord shall have the option right to join therein. Any adjustment, settlement or compromise of either any such claim for any amount less than the replacement cost for the Leased Premises or such portion thereof so damaged, as applicable, shall be subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned; provided however, that, if the proposed adjustment, settlement or compromise is less than replacement cost for the Leased Premises or the portion thereof so damaged (as reasonably determined, in each instance, by Tenant's architect or engineer), and Tenant shall escrow any shortfall in the funds necessary for the repair or restoration of the Leased Premises or the portion thereof so damaged in accordance with the terms of this Lease into the Restoration Fund, then Landlord shall not withhold its consent thereto. If a monetary or material non-monetary Event of Default exists beyond any applicable notice and cure period, (i) applying Tenant shall not be entitled to participate with Landlord and Lender in any adjustment, collection and compromise of the proceeds Net Award payable in connection with a Casualty, (ii) Tenant agrees to sign, upon the request of Landlord and Lender, all such proofs of loss, receipts, vouchers and releases and (iii) if Landlord or Lender so requests, Tenant shall adjust, collect and compromise any condemnation award and all such claims, and Landlord and Lender shall have the right to join with Tenant therein. Upon notice from Landlord or Lender as to the occurrence and continuance of an Event of Default beyond any applicable notice and cure period, each insurer is hereby authorized and directed to make payment under said policies, including return or unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant's attorneys-in-fact to endorse any insurance policies (other than business interruption or rental loss insurance applicable draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to the period prior to Closing) toward the payment of the Purchase Price Lender if and to the extent such condemnation awards that any Mortgage so provides. (b) Tenant, immediately upon receiving any Condemnation Notice, shall notify Landlord and Lender thereof. So long as no monetary or insurance payments have been received by Seller, receiving from Seller an amount equal to material non-monetary Event of Default exists beyond any applicable deductible notice and cure period, Tenant is authorized to collect, settle and compromise, in its discretion, the amount of any Net Award and Landlord shall be entitled to join therein. If an Event of Default exists beyond any applicable notice and cure period, only Landlord and Lender are authorized to collect, settle and compromise, in their discretion, the amount of any Net Award and Tenant shall not be entitled to participate with Landlord and Lender in any Condemnation proceeding or negotiations under any such insurance policy threat thereof and to contest the Condemnation or the amount of the Net Award therefor. No agreement with any uninsured losscondemnor in settlement or under threat of any Condemnation shall be made by Tenant without the prior written consent of Landlord and Lender. Subject to the provisions of this Paragraph 17(b), Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant's leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant's right to any award or payment on account of Tenant's trade fixtures, equipment or other tangible property which is not part of the Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the Condemnation of Landlord's fee interest in the Leased Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant's leasehold interest hereunder. The rights of Landlord under this Paragraph 17(b) shall also be extended to Lender if and to the extent that any Mortgage so provides. (c) If any Casualty (whether or not insured against) or Partial Condemnation shall occur, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations, except as provided Seller has not terminated in Paragraph 17(d) and 19(c). Promptly after any Casualty, Tenant, shall commence and diligently continue to restore the Leased Premises (including the Equipment) to substantially the same size, layout, utility, value, condition and character as existed immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Agreement Lease) and otherwise as required in Paragraphs 12 and 13(b). Promptly after any Partial Condemnation, Tenant shall commence and diligently continue to restore the Leased Premises as nearly as possible to their value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Lease) and otherwise as required in Paragraphs 12 and 13(b). So long as no Event of Default exists beyond any applicable notice and cure period, the Net Award shall be paid by Landlord to Tenant and Tenant shall restore the Leased Premises in accordance with the requirements of this Article 12Paragraph and Paragraphs 12(a) and 13(b) of this Lease, and receiving the amount of such Net Award so paid to Tenant shall constitute the Restoration Fund, shall be held in escrow by Tenant and not commingled with any other funds of Tenant, and subject to the provisions of Paragraphs 19(b) and 19(c) hereof. If an assignment Event of Default exists beyond any applicable notice and cure period, any Net Award shall (unless such Condemnation resulting in the Net Award is a Termination Event) be made available by Landlord (or Lender, if required by the terms of any Mortgage) to Tenant for the restoration of any of the Leased Premises pursuant to and in accordance with the provisions of Paragraph 19 hereof. If any Condemnation which is not a Partial Condemnation shall occur, Tenant shall comply with the terms and conditions of Paragraph 18. Notwithstanding anything to the contrary contained herein, in the event of any restoration of the Leased Premises hereunder, Tenant shall, upon notice from Seller Landlord, be required to hire an independent general contractor to perform the restoration of Seller’s rightthe Leased Premises. (d) In the event of a Requisition of any of the Leased Premises, title if any Net Award payable by reason of such Requisition is (i) retained by Landlord, each installment of Basic Rent payable on or after the date on which the Net Award is paid to Landlord shall be reduced by a fraction, the denominator of which shall be the total amount of all Basic Rent due from such date to and interest in any including the last Basic Rent Payment Date for the then existing Term and the numerator of which shall be the amount of such awards or payments not theretofore received Net Award retained by SellerLandlord, or (ii) terminating this Agreement by delivering written notice paid to Lender, then each installment of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date Basic Rent thereafter payable shall be extended to give Purchaser reduced in the same amount and for the same period as payments are reduced under the Note until such Net Award has been applied in full twenty (20) day period to make such election. Ifor until the Term has expired, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without whichever first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaseroccurs.

Casualty and Condemnation. Promptly upon learning thereof(a) If any Casualty to the Leased Premises occurs the insurance proceeds for which is reasonably estimated by Tenant to be equal to or in excess of Fifty Thousand Dollars ($50,000), Seller Tenant shall give Purchaser written Landlord and Lender prompt notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust and compromise all claims under any condemnation, damage or destruction of the Real Property occurring prior insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser insurers and Landlord shall have the option of either (i) applying the proceeds right to join with Tenant therein. Any final adjustment, settlement or compromise of any condemnation award such claim shall be subject to the prior written approval of Landlord, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant’s attorneys-in-fact to endorse any insurance policies (other than business interruption or rental loss insurance applicable draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to the period prior to Closing) toward the payment of the Purchase Price Lender if and to the extent such condemnation awards that any Mortgage so provides. (b) Tenant, promptly upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. So long as no Event of Default exists, Tenant is authorized to settle and compromise the amount of any Net Award and Landlord shall have the right to join with Tenant herein. If an Event of Default exists, Landlord shall be authorized to collect, settle and compromise the amount of any Net Award and Tenant shall not be entitled to participate with Landlord in any Condemnation proceeding or insurance payments have been received by Seller, receiving from Seller an amount equal negotiations under threat thereof or to any applicable deductible under any such insurance policy contest the Condemnation or the amount of the Net Award therefor. No agreement with any uninsured losscondemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord. Subject to the provisions of this Paragraph 17(b), provided Seller has Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant’s right to any award or payment on account of Tenant’s trade fixtures, equipment or other tangible property which is not terminated this Agreement in accordance with this Article 12part of the Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and receiving an assignment from Seller of Seller’s rightdoes make, title a separate claim therefor against the condemnor and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, claim does not in any way reduce either the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion amount of the Real Property is condemned, damaged or destroyed and such portion is not a material portion award otherwise payable to Landlord for the Condemnation of Landlord’s fee interest in the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies Leased Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant’s leasehold interest hereunder. The rights of Landlord under this Paragraph 17(b) shall also be extended to Lender if and to the extent that any uninsured lossMortgage so provides. (c) If any Partial Casualty (whether or not insured against) or Partial Condemnation shall occur to the Leased Premises, provided Seller has not terminated this Agreement Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations, except to the extent the insurance proceeds under Paragraph 16(a)(v) are received and applied by Landlord to the payment of such Monetary Obligations. Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraph 12(a), shall commence and diligently continue to restore the Leased Premises as nearly as possible to their value, condition and character immediately prior to such event (assuming the Leased Premises to have been in condition required by this Lease). So long as no Event of Default exists, any Net Award up to and including $250,000 shall be paid by Landlord to Tenant and Tenant shall restore the Leased Premises in accordance with this Article 12, shall be applied toward the payment requirements of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes Paragraph 13(b) of this Article 12, the term “material portion” shall mean (A) damage that will cost Lease. Any Net Award in excess of Five Million Dollars $250,000 shall ($5,000,000)unless such Casualty and Condemnation resulting in the Net Award is a Termination Event) be made available by Landlord (or Lender, or will take longer than six months, to repair, or (B) condemnation that results in a taking if required by the terms of any Mortgage) to Tenant for the restoration of the Improvements, any parking spaces, any ingress or egress or any other portion Leased Premises pursuant to and in accordance with the provisions of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real PropertyParagraph 19 hereof. If any Casualty or Condemnation which is not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply with the damage or destruction arises out terms and conditions of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserParagraph 18.

Casualty and Condemnation. Promptly upon learning thereofIf a fire or other casualty which damages the Sublease Premises occurs, Seller shall give Purchaser written notice and as a result of any condemnationsuch fire or casualty Sublandlord, damage as Tenant under the Master Lease, has the right to terminate the Master Lease in its entirety or destruction with respect to the Sublease Premises pursuant to the terms of the Real Property occurring prior Master Lease, then Subtenant may, at its election, terminate this Sublease by notice given to Sublandlord within two (2) days less than the time frame required by the Master Lease, in which event this Sublease will terminate on the date selected by Subtenant. If the Sublease Premises, or such portion thereof as to render the balance (if reconstructed to the Closing together withmaximum extent practicable in the circumstances) unsuitable for Subtenant’s purposes, shall be taken by condemnation or right of eminent domain, Subtenant shall have the right to terminate this Sublease by giving notice to Sublandlord no later than fifteen (15) days after Subtenant has been deprived of possession, in the case of a casualty, a reasonably detailed estimate which event this Sublease will terminate as of the cost to repair fifteenth (15th) day after the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Sellerdate Subtenant is deprived of possession. If prior to the Closing all or a material any portion of the Real Property Sublease Premises is condemned, damaged by fire or destroyed, Purchaser shall have the option of either (i) applying the proceeds of casualty or affected by any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment exercise of the Purchase Price power of eminent domain so as to the extent such condemnation awards render all or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemnedSublease Premises untenantable, damaged or destroyed and such portion is not actually used by Subtenant, and this Sublease is not terminated, a material portion just proportion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price Rent according to the extent such condemnation awards of the untenantability of the Sublease Premises shall be abated from the date of casualty or insurance payments taking until the Sublease Premises shall have been received by Seller put substantially into proper condition for use and Seller occupation; and in case of a taking which permanently reduces the rentable floor area of the Sublease Premises, a just proportion of the Rent shall assign to Purchaser all be abated for the remainder of Sellerthe Term and Tenant’s rightShare shall be adjusted accordingly. To the extent that the Term of the Master Lease is tolled, title and interest in any unpaid awards or payments. Seller the Term hereunder shall not settle any insurance or condemnation claim with respect be tolled to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchasersame extent.

Casualty and Condemnation. Promptly upon learning thereofUntil the purchase of the Property has been consummated by Purchaser, Seller all risk of loss, damage, or destruction respecting the Property (whether by fire, flood, tornado, or other casualty, or by the exercise of the power of eminent domain, or otherwise) shall give Purchaser written notice be borne by Seller. In the event of any condemnation, material damage to or destruction of the Real Property occurring prior to the Closing together with, or any material portion thereof or in the case event of a casualty, a reasonably detailed estimate any taking or threat of taking by condemnation (or any conveyance in lieu thereof) of the cost to repair the damage Property or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a any material portion thereof by anyone having the power of the Real Property is condemned, damaged or destroyedeminent domain, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received shall, by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent delivered within twenty (20) business days after Purchaser has received of receiving written notice from Seller of such material condemnationevent, damage elect to: (a) terminate this Agreement and all of Purchaser’s obligations under this Agreement, whereupon the Exxxxxx Money shall be returned to Purchaser by Seller, and this Agreement shall terminate and neither Seller nor Purchaser shall have any right, duty or destruction andobligation under this Agreement, if necessaryexcept for the indemnities contained in Sections 8, 9 and 14.6; or (b) consummate the purchase of the Property without a reduction in the Purchase Price due to any reduction in the acreage of the Property. The Closing date Date shall be extended to give Purchaser allow the full running of such twenty (20) business day period period. If Purchaser does not elect to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated terminate this Agreement in accordance with pursuant to clause (a) of this Article 12Section 11, then Seller shall be applied toward on the payment of the Purchase Price Closing Date pay to the extent such condemnation awards or Purchaser all insurance payments have been proceeds then received by Seller and all condemnation awards and compensation then received by Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000)In addition, Seller shall electtransfer and assign to Purchaser, by written notice within ten (10) days in form reasonably satisfactory to Purchaser, all rights and claims of Seller with respect to payment for damages and compensation relating to the occurrence Property on account of such damage damage, destruction or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchasertaking.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Real Property occurring (a) If prior to the Closing together withClosing, in the case all or any portion of a casualtyLocation is damaged, a reasonably detailed estimate destroyed or rendered inoperative (collectively, “Casualty”), by fire, flood, natural elements or other causes, Operator LP shall promptly notify Investor LP of such Casualty and then, subject to the provisions of Section 2.5 regarding Substitute Locations, the following shall apply: (i) If the Casualty is not Material Casualty, Investor LP shall proceed to close and purchase the Location as diminished by such Casualty, provided that: (A) all insurance proceeds payable in connection with such Casualty; (B) any required deductible shall be paid by Operator LP to the Company at Closing; and (C) any amount required to restore the Location which is not covered by insurance shall be paid by Operator LP to the Company; (ii) If the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property Casualty at any Location is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars $100,000 as determined by a reputable third-party contractor or independent insurance adjuster ($5,000,000a “Material Casualty”), or will take longer than six months, to repair, or then Investor LP may (Bin its sole discretion) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice elect within ten (10) 10 business days of the occurrence of such damage or destruction either to the Material Casualty to: (A) terminate this Agreement with respect to the damaged Location by giving a Removal Notice to Operator LP within 10 business days of being notified of the Material Casualty and the Investor Contribution Amount adjusted in the same manner as for a Removed Location; or (B) proceed with Closing on the Location in its condition on the Initial Closing Date or the Second Closing Date, as applicable, and to receive: (1) a credit from Operator LP to the Company in the amount of any deductible and any amount required to restore the Location which is not covered by insurance, and (2) an assignment of any insurance proceeds, in which event any insurance proceeds received by Operator LP shall be paid to the Company at Closing. (b) If, prior to Closing, all or a portion of any Location is taken by, or made subject to, or is threatened with, condemnation, eminent domain or other governmental acquisition proceedings (a “Condemnation”) then Operator LP shall promptly notify Investor LP of such Condemnation and then, subject to the provisions of Section 2.5 regarding Substitute Locations, the following shall apply: (i) If the Condemnation is not Material Condemnation , Investor LP shall proceed to close and purchase the transaction contemplated hereby Location as diminished by such Condemnation, provided that all awards and proceeds payable in connection with a reduction such Condemnation shall be paid by Operator LP to the Company at Closing; and (ii) If the Condemnation would: (I) render such Location inoperable or in non-compliance with any applicable law, rule or regulation; (II) result in the condemnation of any portion of any Improvements or more than 5% of the Purchase Price equal square feet of the Improvements or (III) permanently impair any use of or access to or from the Location (a “Material Condemnation”), then Investor LP may (in its sole discretion) elect within 10 business days of the occurrence of the Material Condemnation to: (A) terminate this Agreement with respect to the costs condemned Location by giving a Removal Notice to Operator LP within 10 business days of repairing being notified of the Real PropertyMaterial Condemnation and the Investor Contribution Amount adjusted in the same manner as for a Removed Location; or (B) proceed with Closing on the Location in its condition on the Initial Closing Date or the Second Closing Date, as reasonably estimated applicable, in which event Operator LP shall assign such award or proceeds to the Company and remit to the Company any award or proceeds received by an engineer engaged Operator LP. (c) In the event of any such Casualty or Condemnation shall occur with respect to the Property prior to the Closing which does not result in a termination this Agreement, the Initial Closing Date or the Second Closing Date, as applicable, shall be adjusted and extended to accommodate the decision making and notification process outlined in this Section 7.7. (d) In the event that Investor LP may terminate this Agreement as to any Location pursuant to this Section 7.7, Investor LP shall do so by Seller and reasonably acceptable declaring the Location to Purchaserbe a Removed Location in accordance with Section 2.4 subject to the provisions of Section 2.5 regarding Substitute Locations.

Casualty and Condemnation. Promptly upon learning thereof, Seller (a) Tenant shall give Purchaser Landlord and Lender immediate notice of the occurrence of any Casualty. Landlord and Lender, in their discretion and upon notice to Tenant (except that no notice to Tenant shall be required if an Event of Default has occurred and is continuing), may adjust, collect and compromise all claims under any of the insurance policies required by Paragraph 16(b) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Tenant all necessary proofs of loss, receipts, vouchers and releases required by the insurers. Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord and Lender in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord or Lender, all such proofs of loss, receipts, vouchers and releases, subject to Tenant’s reasonable approval thereof. If Landlord or Lender so requests, Tenant shall adjust, collect and compromise any and all such claims, and Landlord and Lender shall have the right to join with Tenant therein. Any adjustment, settlement or compromise of any such claim shall be subject to the prior written approval of Landlord and Lender, and Landlord and Lender shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant’s attorneys-in-fact to endorse any joint draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent that any Mortgage so provides. (b) Tenant shall provide Landlord and Lender immediate written notice of any condemnationTenant’s receipt of a Condemnation Notice. Landlord and Lender are authorized to collect, damage or destruction of the Real Property occurring prior to the Closing together withsettle and compromise, in their discretion (and, if no Event of Default exists, upon notice to Tenant), the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds amount of any condemnation award Net Award. Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord and Lender in any Condemnation proceeding or payment negotiations under any insurance policies (other than business interruption or rental loss insurance applicable threat thereof and to contest the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy Condemnation or the amount of the Net Award therefor. No agreement with any uninsured losscondemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord and Lender. Subject to the provisions of this Paragraph 17(b), provided Seller has Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant’s right to any award or payment on account of Tenant’s trade fixtures, equipment or other tangible property which is not terminated part of the Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the Condemnation of Landlord’s fee interest in the Leased Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant’s leasehold interest hereunder. The rights of Landlord under this Agreement Paragraph 17(b) shall also be extended to Lender if and to the extent that any Mortgage so provides. (c) If any Partial Casualty (whether or not insured against) or Partial Condemnation shall occur (other than a Requisition) to the Leased Premises, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations. Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraphs 12(a) and 13(b), shall commence and diligently continue to restore the Leased Premises as nearly as possible to its value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Lease). Upon the receipt by Landlord of the entire Net Award of such Partial Casualty or Partial Condemnation, Landlord shall make such Net Award available to Tenant for restoration in accordance with this Article 12and subject to the provisions of Paragraph 19(a). If a Requisition shall occur, Tenant shall comply with the terms and receiving an assignment from Seller conditions of Seller’s rightParagraph 17(d). If any Casualty or Condemnation which is not a Partial Casualty, title Partial Condemnation or Requisition shall occur, Tenant shall comply with the terms and interest in conditions of Paragraph 18. Upon the expiration of the Term, any portion of such awards or payments Net Award which shall not theretofore received have been previously paid as set forth above shall be retained by SellerLandlord. (d) In the event of a Requisition of the Leased Premises, any Net Award payable by reason of such Partial Condemnation shall be (i) retained by Landlord, or (ii) terminating this Agreement by delivering written notice of such termination paid to Seller Lender. (e) The Tenant hereby waives any and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, all rights it may have and agrees that the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed terms and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes provisions of this Article 12, the term “material portion” Lease shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, control over any rights granted to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either Tenant pursuant to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real PropertyVirginia Code Annotated § 55-226, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaseramended.

Casualty and Condemnation. Promptly upon learning thereof(a) If any Casualty to any of the Related Premises occurs, Seller Tenant shall give Purchaser written Landlord and Lender immediate notice thereof. So long as no Event of Default shall have occurred and be continuing, Tenant is hereby authorized to adjust, collect and compromise all claims under any condemnation, damage or destruction of the Real Property occurring prior insurance policies required by Paragraph 16 (a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser insurers and Landlord shall have the option right to join with Tenant therein. Any final adjustment, settlement or compromise of either any such claim shall be subject to the prior written approval of Landlord (not to be unreasonably withheld, delayed or conditioned) and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. If an Event of Default shall have occurred and be continuing, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases reasonably requested by Landlord. Each insurer is hereby authorized and directed to make payment under said policies (subject to the provisions of Paragraph 17(c) and Paragraph 19 hereof) directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent that any Mortgage so provides. (b) Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. So long as no Event of Default shall have occurred and be continuing, Tenant is authorized to collect, settle and compromise the amount of any Net Award and Landlord shall have the right to join with Tenant herein. If an Event of Default exists, Landlord shall be authorized to collect, settle and compromise the amount of any Net Award and Tenant shall not be entitled to participate with Landlord in any Condemnation proceeding or negotiations under threat thereof or to contest the Condemnation or the amount of the Net Award therefor. No agreement with any condemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord (not to be unreasonably withheld, delayed or conditioned). Subject to the provisions of this Paragraph 17(b), Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant's leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant's right to any award or payment on account of Tenant's trade fixtures, equipment or other tangible property which is not part of the Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) applying Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the Condemnation of Landlord's fee interest in the Leased Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant's leasehold interest hereunder. The rights of Landlord under this Paragraph 17(b) shall also be extended to Lender if and to the extent that any Mortgage so provides. 24 (c) If any Partial Casualty (whether or not insured against) or Partial Condemnation shall occur to any Related Premises, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations; provided that, to the extent Landlord receives the proceeds of any condemnation award or payment under any insurance policies (other than business interruption insurance, Tenant shall be entitled to an appropriate reduction or rental loss insurance applicable total abatement of Basic Rent, as applicable. Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraph 12(a), shall commence and diligently continue to restore the period Leased Premises as nearly as possible to their value, condition and character immediately prior to Closing) toward such event (assuming the payment of the Purchase Price Leased Premises to the extent such condemnation awards or insurance payments have been received in the condition required by Sellerthis Lease). So long as no Event of Default shall have occurred and be continuing, receiving from Seller an amount equal any Net Award up to any applicable deductible under any such insurance policy or and including $250,000 per Related Premises shall be paid by Landlord to Tenant and Tenant shall restore the amount of any uninsured loss, provided Seller has not terminated this Agreement Leased Premises in accordance with the requirements of Paragraph 13 (b) of this Article 12, and receiving an assignment from Seller Lease. Any Net Award in excess of Seller’s right, title and interest $250,000 per Related Premises shall (unless such Casualty resulting in any such awards the Net Award is a Termination Event) be made available by Landlord (or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, Lender if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion terms of the Real Property is condemnedMortgage require disbursement to Lender, damaged or destroyed to be held and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement disbursed in accordance with this Article 12, shall be applied toward the payment provisions of Paragraph 19 hereof) to Tenant for the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking restoration of any of the Improvements, any parking spaces, any ingress or egress or any other portion Leased Premises pursuant to and in accordance with and subject to the provisions of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real PropertyParagraph 19 hereof. If any Casualty or Condemnation which is not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply with the damage or destruction arises out terms and conditions of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserParagraph 18.

Casualty and Condemnation. Promptly upon learning thereof(a) Borrower shall give, Seller shall give Purchaser written or cause to be given, prompt notice to Lender of any condemnation, damage Casualty or destruction Condemnation. In the event there is a Casualty or Condemnation following which Mortgage Lender applies Loss Proceeds toward the prepayment of the Real Property occurring prior to the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement Mortgage Loan in accordance with this Article 12the Mortgage Loan Agreement, and receiving an assignment from Seller of Seller’s right, title and interest all excess Loss Proceeds remaining after the Mortgage Loan has been paid in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period during which the prepayment is applied), but shall not include the payment of any Spread Maintenance Premium that would be otherwise due and payable, if any. If the Purchase Price Note has been bifurcated into multiple Notes pursuant to Section 1.1(c), all prepayments of the Loan made by Borrower in accordance with this Section shall be applied to the extent Notes in the manner specified in Section 1.1(c). Any prepayment made pursuant to this Section 5.16(a) shall not be subject to payment of any Yield Maintenance Premium or other premium or penalty. (b) Borrower shall provide, or cause Property Owner to provide, to Lender copies of all insurance claims and settlement notices, and in any case where Loss Proceeds are applied towards restoration of the Property under the Mortgage Loan Agreement, copies of the plans and specifications, architect’s certificates, waivers of lien, contractor’s sworn statements, plans, bonds, plats of survey and such condemnation awards or insurance payments other documents as Lender may reasonably request. (c) In the event the Mortgage Loan is paid in full, the provisions of Section 5.16 of the Mortgage Loan Agreement as in effect on the date hereof (subject to any amendments approved in writing by Lender) shall be deemed to have been received by Seller incorporated herein, and Seller Borrower and Lender shall assign to Purchaser all of Seller’s right, title each have the same rights and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim obligations with respect to Loss Proceeds, availability of funds, claims adjustments and the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any restoration of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller previously existed between Property Owner and reasonably acceptable to PurchaserMortgage Lender.

Casualty and Condemnation. Promptly upon learning thereof(a) Borrower shall give, Seller shall give Purchaser written or cause to be given, prompt notice to Lender of any condemnation, damage Casualty or destruction Condemnation. In the event any Casualty or Condemnation in respect of which Mortgage Lender applies Loss Proceeds toward the prepayment of the Real Property occurring prior to Mortgage Loan, all excess Loss Proceeds remaining after the Closing together with, Mortgage Loan has been paid in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment prepayment of the Purchase Price Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period during which the prepayment is applied). If the Note has been bifurcated into multiple Note Components pursuant to Section 1.3(c), all prepayments of the Loan applied toward such Note shall be applied to the Note Components of such Note in ascending order of interest rate (i.e., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on). (b) Borrower shall provide, or cause Property Owner to provide, to Lender copies of all insurance claims and settlement notices, and in the case where the Loss Proceeds are applied towards restoration of the applicable Mortgaged Property under the Mortgage Loan Agreement, copies of the plans and specifications, architect’s certificates, waivers of lien, contractor’s sworn statements, plans, bonds, plats of survey and such other documents as Lender may reasonably request, to the extent delivered to Mortgage Lender. (c) In the event the Mortgage Loan is paid in full, the provisions of Section 5.16 of the Mortgage Loan Agreement as in effect on the date hereof (subject to any amendments approved by Lender unless such condemnation awards or insurance payments approval is not required hereunder) shall apply herein and Borrower and Lender shall each have been received by Seller the same rights and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim obligations with respect to Loss Proceeds, availability of funds, claims adjustments and the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking restoration of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller provided therein between Property Owner and reasonably acceptable to PurchaserMortgage Lender.

Casualty and Condemnation. Promptly upon learning thereof(a) If at or prior to Closing any part of the Property is taken by eminent domain proceedings, or any governmental authority issues a notice of any taking or proposed taking of any portion of the Property which would result in a diminution in value of the Property equal to One Million Dollars ($1,000,000.00) or more or which would allow any Tenant to terminate its Lease, Seller shall give promptly notify Purchaser and Purchaser may, at its option, terminate this Agreement by written notice to Seller and Escrow Agent within ten (10) days after Purchaser receives such notice or at the Closing, whichever is earlier. If Purchaser does not elect to terminate this Agreement, then the Closing shall take place as provided herein without diminution of the Purchase Price (except that Purchaser shall be credited the amount of Seller’s insurance deductible or any uninsured portion of the casualty), and there shall be assigned to Purchaser (subject to the terms of the Leases), at Closing, all interest of Seller in and to any condemnation awards or insurance proceeds which may be payable to Seller on account of any such occurrence with respect to the Property, and the amount of any condemnation awards or insurance proceeds received by Seller prior to Closing applicable to the Property shall be paid by Seller to Purchaser at Closing to the extent not applied towards restoration or repair of the Property in accordance with the terms of the Leases. In such event, Seller shall not compromise, settle or adjust any claims without the prior written consent of Purchaser. In the event that Purchaser timely elects to terminate this Agreement, the parties hereto shall have no further rights or obligations hereunder, except pursuant to those provisions hereof which expressly survive such termination, and the Deposit shall promptly be returned to Purchaser by Escrow Agent. (b) Seller shall promptly notify Purchaser of the occurrence of any damage to or destruction of the Property or any portion thereof. In the event of any damage to or destruction of any portion of the Property which would cost more than One Million Dollars ($1,000,000.00) to repair, or that would allow any Tenant to terminate its Lease, Purchaser may, at its option, terminate this Agreement by sending written notice thereof to Seller and Escrow Agent within ten (10) days following notice to Purchaser of such casualty. If Purchaser does not elect to terminate this Agreement, or if the casualty does not trigger a termination right as provided above, then this Agreement shall remain in full force and effect and Seller shall credit to Purchaser, at the Closing, all insurance proceeds collected by Seller prior to the Closing, if any, and Seller shall assign to Purchaser all rights to all other insurance proceeds arising out of such damage or destruction not collected prior to the Closing, if any, and Seller shall credit Purchaser in the full amount of any unpaid deductibles under such insurance. In such event, Seller shall not compromise, settle or adjust any claims without the prior written consent of Purchaser. In the event that Purchaser timely elects to terminate this Agreement, the parties hereto shall have no further rights or obligations hereunder, except pursuant to those provisions hereof which expressly survive such termination, and the Deposit shall promptly be returned to Purchaser by Escrow Agent. (c) If any insurance or condemnation proceeds paid or payable on account of any condemnation, damage or destruction of the Real Property occurring prior are to the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost be assigned to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with the provisions of this Article 12Agreement, and receiving an then Seller shall cooperate with Purchaser as reasonably requested by Purchaser to effectuate such assignment from Seller for a period of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or one (ii1) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days year after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser.

Casualty and Condemnation. Promptly upon learning thereof(a) Upon recordation of this Deed of Trust and periodically thereafter as may be necessary, Seller shall Borrower will instruct the Insurers in writing to give Purchaser written notice to Lender of each claim relating to the Property that is made under a Policy promptly after such claim is made. Borrower will give Lender notice of any condemnationCasualty as to which the cost of Restoration would exceed $10,000 and for which a claim will not be made under a Policy, immediately after such Casualty occurs, and will give Lender notice of any Condemnation Proceeding immediately after Borrower receives notice of commencement or notice that such a Condemnation Proceeding will be commencing. Borrower immediately will deliver to Lender copies of all documents Borrower delivers or receives relating to the Casualty or the Condemnation Proceeding, as the case may be. (b) Borrower authorizes Lender, at Lender's option, to act on Borrower's behalf to collect, adjust and compromise any claims for loss, damage or destruction under the Policies on such terms as Lender determines in Lender's sole discretion. Borrower authorizes Lender to act, at Lender's option, on Borrower's behalf in connection with any Condemnation Proceeding. Borrower will execute and deliver to Lender all documents requested by Lender and all documents as may be required by Law to confirm such authorizations. Nothing in this Section will be construed to limit or prevent Lender from joining with Borrower either as a co-defendant or as a co-plaintiff in any Condemnation Proceeding. (c) If Lender elects not to act on Borrower's behalf as provided in this Section, then Borrower promptly will, diligently, in good faith and in a commercially reasonable manner, file and prosecute all claims (including Lender's claims) relating to the Casualty and will prosecute or defend (including defense of Lender's interest) any Condemnation Proceeding. Borrower will have the authority to settle or compromise the claims or Condemnation Proceeding, as the case may be, provided that Lender has approved in Lender's -------- sole discretion any compromise or settlement that exceeds the then-applicable Destruction Event Threshold. If a check for Insurance Proceeds or Condemnation Awards, as the case may be (the "Proceeds"), is in payment of all or any part of -------- a Casualty claim or a Condemnation Award which is in excess of the Real Property occurring prior then- applicable Destruction Event Threshold (irrespective of whether such check is itself in excess of such Destruction Event Threshold), such check will be made payable to Lender and Borrower. Borrower will endorse any such check to Lender immediately upon Lender presenting the Closing together withcheck to Borrower for endorsement or, if Borrower receives the check first, will endorse the check immediately upon receipt and forward it to Lender. If any Proceeds are paid to Borrower in the case payment of all or any part of a casualty, a reasonably detailed estimate Casualty claim or Condemnation Award which is in excess of the cost then-applicable Destruction Event Threshold (irrespective of whether such Proceeds are themselves in excess of such Destruction Event Threshold), Borrower immediately will deposit the entire Proceeds with Lender, to repair the damage be applied or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement disbursed in accordance with the provisions of this Article 12, and receiving an assignment from Seller Deed of Seller’s right, title and interest in any such awards or payments not theretofore Trust. Lender will be responsible for only the Proceeds actually received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserLender.

Casualty and Condemnation. Promptly upon learning thereofIn the event there is any damage to the Real Property (including damage resulting from the use, Seller shall give Purchaser written notice storage, disposal or release of Hazardous Materials on, in or under the Property by any condemnation, damage tenant under the Leases) or destruction of any improvement thereon or condemnation of any portion of the Real Property, after the Approval Date, and the estimated cost of repairs is (i) Five Hundred Thousand Dollars ($500,000.00) or less for structural repairs, and One Million Dollars ($1,000,000,00) or less for all repairs other than structural repairs, Buyer shall be required to purchase the Property occurring with a credit against the Purchase Price otherwise due hereunder equal to the amount of any insurance proceeds or condemnation awards actually collected by Seller prior to the Closing together withas a result of any such damage or destruction or condemnation, plus the amount of any ---- insurance deductible or any uninsured amount or retention, less any sums ---- expended by Seller prior to the Closing for the restoration or repair of the Property and/or in collecting such insurance proceeds or condemnation awards. Seller agrees that it will maintain its present casualty insurance policy with respect to the Property in full force and effect until the Closing. 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 sums it expended prior to the Closing for the restoration or repair of the Property or in collecting such insurance proceeds or condemnation awards, and Seller shall cooperate with Buyer and use diligent, good faith efforts to obtain such proceeds or awards. The foregoing obligation of Seller shall survive the Closing. Notwithstanding the foregoing, if (i) the Property is damaged (including damage resulting from the use, storage, disposal or release of Hazardous Materials on, in or under the Property by any tenant under the Leases) or destroyed by a casualty, to the extent that the cost of repair or restoration to substantially the same condition existing prior to such casualty would exceed Five Hundred Thousand Dollars ($500,000.00) for structural repairs or One Million Dollars ($1,000,000.00) for all repairs other than structural repairs, or (ii) in the case of a casualtycondemnation, a reasonably detailed estimate the value of the cost Property or portion thereof so condemned is in excess of Five Hundred Thousand Dollars ($500,000.00), then Seller shall give Buyer prompt notice thereof and the Buyer may, at its option to repair be exercised by delivery of written notice to Seller within five (5) business days of Seller's notice to the damage Buyer of the occurrence of such casualty or destroyed Real condemnation, elect not to purchase the Property prepared by a third party engineer or contractor retained by Sellerunder this Agreement. If prior Buyer so duly elects not to purchase the Property, this Agreement shall terminate, the Deposits (to the Closing all extent made) shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement other than Buyer's Surviving Obligations. Any dispute as to the costs of such repair or restoration or value of a material condemned portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable be referred to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received a licensed architect jointly selected by Seller, receiving from Buyer and Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12for resolution, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice the determination of such termination to Seller and Escrow Agent architect, which shall be made within a period of twenty (20) days after Purchaser has received written notice from Seller such submittal by the parties, shall be final, conclusive and binding on the parties. If the parties fail to agree upon the identity of such material condemnationarchitect within five (5) business days after either party has notified the other of its choice of architect, damage or destruction and, if necessary, the Closing date then either party may at any time thereafter apply to a court of competent jurisdiction to appoint immediately such architect. The fees and expenses of such architect shall be extended paid equally by Buyer and Seller, and the parties shall cooperate with such architect by providing such information as such architect may reasonably require to give Purchaser resolve the full twenty (20) day period dispute. If Buyer does not elect, in writing, not to make such election. Ifpurchase the Property, prior Buyer shall be obligated to consummate the Closing, a portion purchase of the Real Property is condemnedas required by the terms hereof, damaged or destroyed and such portion is not with a material portion of credit against the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or Purchase Price otherwise due hereunder equal to the amount of any uninsured loss, provided insurance proceeds or condemnation awards actually collected by Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price prior to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in Closing as a taking result of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction or condemnation, plus the amount of any insurance ---- deductible or any uninsured amount or retention, less any sums expended by ---- Seller prior to the Closing for the restoration or repair of the Property and/or in collecting such insurance proceeds or condemnation awards. If the insurance proceeds or condemnation awards have not covered by 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 it expended prior to the Closing for the restoration or repair of the Property or in collecting such insurance exceeds Five Million Dollars ($5,000,000)proceeds or condemnation awards, and Seller shall elect, by written notice within ten (10) days cooperate with Buyer and use diligent good faith efforts to obtain such proceeds or awards. The foregoing obligation of Seller shall survive the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserClosing.

Casualty and Condemnation. Promptly upon learning thereof, Seller (a) Tenant shall give Purchaser Landlord immediate notice of the occurrence of any Casualty. Subject to Paragraph 17(b), Landlord, in its reasonable discretion and upon notice to Tenant (except that no notice to Tenant shall be required if an Event of Default has occurred and is continuing), may adjust, collect and compromise all claims under any of the insurance policies required by Paragraph 16(b) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Tenant all necessary proofs of loss, receipts, vouchers and releases required by the insurers. Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord in any adjustment, collection and compromise of the insurance claim payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. If Landlord so requests, Tenant shall adjust, collect and compromise any and all such claims, and Landlord and Lender shall have the right to join with Tenant therein. Any adjustment, settlement or compromise of any such claim shall be subject to the prior written approval of Landlord, and Landlord Lender shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. Subject to Paragraph 17(b), each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord instead of to Landlord and Tenant jointly, and Tenant hereby appoints Landlord as Tenant’s attorney-in-fact to endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent that any Mortgage so provides. (b) Notwithstanding anything to the contrary contained herein, Tenant may adjust, collect and compromise any claim that does not exceed One Million Dollars ($1,000,000) and shall have the right to receive the Net Award directly, to be used solely to restore the Leased Premises in accordance with Paragraph 17(d). Any Net Award in excess of One Million Dollars ($1,000,000) shall be disbursed in accordance with Paragraph 19(a). (c) Tenant shall provide Landlord immediate written notice of any condemnationTenant’s receipt of a Condemnation Notice. Landlord is authorized to collect, damage or destruction of the Real Property occurring prior to the Closing together withsettle and compromise, in their discretion (and, if no Event of Default exists, upon notice to Tenant), the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds amount of any condemnation award award. Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord and Lender in any Condemnation proceeding or payment negotiations under any insurance policies (other than business interruption or rental loss insurance applicable threat thereof and to contest the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy Condemnation or the amount of the condemnation award therefor. No agreement with any uninsured losscondemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord. Subject to the provisions of this Paragraph 17(b), provided Seller has Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant’s right to any award or payment on account of Tenant’s trade fixtures, equipment or other tangible property which is not terminated part of the Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the Condemnation of Landlord’s fee interest in the Leased Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant’s leasehold interest hereunder. The rights of Landlord under this Agreement Paragraph 17(b) shall also be extended to Lender if and to the extent that any Mortgage so provides. (d) If any Partial Casualty (whether or not insured against) or Partial Condemnation shall occur (other than a Requisition) to the Leased Premises, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations. Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraphs 12(b) and 13(b), shall commence and diligently continue to restore the Leased Premises as nearly as possible to its value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Lease). Subject to Paragraph 17(b), upon the receipt by Landlord of the entire Net Award of such Partial Casualty or Partial Condemnation, Landlord shall make such Net Award available to Tenant for restoration in accordance with this Article 12and subject to the provisions of Paragraph 19(a). If a Requisition shall occur, Tenant shall comply with the terms and receiving an assignment from Seller conditions of Seller’s rightParagraph 17(e). If any Casualty or Condemnation which is not a Partial Casualty or Partial Condemnation or Requisition shall occur, title Tenant shall comply with the terms and interest in conditions of Paragraph 18. Upon the expiration of the Term, any portion of such awards or payments Net Award which shall not theretofore received have been previously paid as set forth above shall be retained by SellerLandlord. (e) In the event of a Requisition of the Leased Premises, any Net Award payable by reason of such Partial Condemnation shall be (i) retained by Landlord, or (ii) terminating this Agreement by delivering written notice of such termination paid to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price Lender to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in that any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to PurchaserMortgage so provides.

Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice (i) In the event of any condemnation, damage or destruction by reason of any casualty to the Improvements constituting the whole or part of any Premises, or if there shall be any takings by condemnation, eminent domain or expropriation of all or any portion of the Real Property occurring Premises prior to the Closing together withDate, this Agreement shall remain in full force and effect, and the Seller shall (i) in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared destruction at Buyer's election, either (a) pay over to the Buyer at Closing all insurance proceeds received by a third party engineer or contractor retained by Seller. If the Seller prior to the Closing all Date in respect of such casualty (and pay or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or credit Buyer the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, such deductible) and receiving an assignment from Seller assign to the Buyer all of the Seller’s 's right, title and interest in any and to the remainder of such awards or payments proceeds not theretofore received by Sellerthe Seller as of the Closing Date, and Seller will, at Buyer's cost and expense, reasonably cooperate with Buyer in Buyer's efforts to attempt to collect such insurance proceeds from the applicable insurance carrier, or (iib) terminating this Agreement by delivering written notice of such termination receive an abatement to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs cost of repair and/or restoration, and (ii) in the case of condemnation, eminent domain or expropriation, pay over to the Buyer all awards received by the Seller on account of such condemnation, eminent domain or expropriation prior to the Closing Date or assign to the Buyer the Seller's right to receive the same; in either case net of the amounts reasonably expended or incurred by the Seller in repairing or restoring the Premises. Notwithstanding the foregoing to the contrary, if the amount of damage or destruction to the Premises exceeds $250,000, Buyer may elect to terminate this Agreement and receive back the Deposit (and interest accrued thereon). Buyer acknowledges that Buyer's right to any condemnation award with respect to any Leased Real PropertyProperty is subject to the terms of the applicable lease and in no event shall Buyer be entitled to more than the amount the tenant under the applicable Lease is entitled to receive. In addition, Buyer acknowledges that the applicable landlord may have the right to terminate the Lease for a Leased Real Property in the event of a casualty or condemnation and that any such termination shall not affect the obligations of Buyer hereunder and Buyer shall not be entitled to any reduction of or credit against the Purchase Price by reason of any such termination. The provisions of this Section 9.3 are intended to, and shall, supersede any contrary provision of law, including but not limited to, New York General Obligation Law Section 5-1311, and the parties hereby waive any contrary provision of law, including but not limited to, New York General Obligation Law Section 5-1311. The Seller shall have the right to adjourn the Closing for such period, not to exceed twenty (20) Business Days and subject to 10.1(b), as the Seller reasonably estimated by deems necessary to allow the Seller to settle any insurance claims or legal actions; provided that Seller shall not enter into any such settlement without the permission of the Buyer, which consent shall not be unreasonably withheld or delayed. (ii) From and after the date hereof until the Closing Date, the Seller shall keep in full force and effect the property insurance policies they currently maintain with respect to the Premises (or insurance policies that are, in all material respects comparable to the property policies that the Seller currently maintains with respect to the Premises). Seller shall deliver to Buyer certificates of insurance naming Buyer as an engineer engaged by "additional insured, as its interest may appear." Buyer acknowledges that Seller and reasonably acceptable to Purchaserdoes not maintain property insurance policies on the building at 423 Xxxx 00xx Xxxxxx.

Casualty and Condemnation. Promptly upon learning thereof(a) Borrower shall give, Seller shall give Purchaser written or cause to be given, prompt notice to Lender of any condemnation, damage Casualty or destruction Condemnation. In the event there is a Casualty or Condemnation following which Mortgage Lender applies Loss Proceeds toward the prepayment of the Real Property occurring prior to the Closing together with, in the case of a casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement Mortgage Loan in accordance with this Article 12the Mortgage Loan Agreement, and receiving an assignment from Seller of Seller’s right, title and interest all excess Loss Proceeds remaining after the Mortgage Loan has been paid in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the Closing date shall be extended to give Purchaser the full twenty (20) day period to make such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the prepayment of the Loan and shall be accompanied by interest through (x) prior to a Securitization, the date such prepayment is made and (y) after a Securitization, the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period during which the prepayment is applied). If the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), all prepayments of the Loan made by Borrower in accordance with this Section shall be applied to the Notes or Note Components pro rata. Any prepayment made pursuant to this Section 5.16(a) shall not be subject to payment of any Spread Maintenance Premium or other premium or penalty. (b) Borrower shall provide, or cause Mortgage Borrower to provide, to Lender copies of all insurance claims and settlement notices, and in any case where Loss Proceeds are applied towards restoration of the Purchase Price Property under the Mortgage Loan Agreement, copies of the plans and specifications, architect’s certificates, waivers of lien, contractor’s sworn statements, plans, bonds, plats of survey and such other documents as Lender may reasonably request in connection with a restoration following a Casualty or Condemnation and to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect Mortgage Lender is entitled to the Real Property following same under the Effective Date without first receiving Purchaser’s prior written consent theretoMortgage Loan Agreement. (c) In the event the Mortgage Loan is paid in full, the provisions of Section 5.16 of the Mortgage Loan Agreement as in effect on the date hereof (subject to any amendments approved in writing by Lender which approval shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000)delayed, or will take longer than six monthsconditioned so long as no Event of Default is continuing) shall be deemed to have been incorporated herein, and Borrower and Lender shall each have the same rights and obligations with respect to repairLoss Proceeds, or (B) condemnation that results in a taking availability of any funds, claims adjustments and the restoration of the Improvements, any parking spaces, any ingress or egress or any other portion of the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Real Property, as reasonably estimated by an engineer engaged by Seller previously existed between Mortgage Borrower and reasonably acceptable to PurchaserMortgage Lender.

Casualty and Condemnation. Promptly upon learning thereof(a) Subject to the provisions of this Section 15 and Section 16 (in the event Lessee delivers, Seller shall give Purchaser written notice of any condemnationor is obligated to deliver, damage or destruction of the Real Property occurring a Termination Notice), and prior to the Closing together with, in the case occurrence and continuation of a casualtyLease Default, a reasonably detailed estimate Lessee shall be entitled to receive (and Lessor hereby irrevocably assigns to Lessee all of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s Lessor's right, title and interest in) any award, compensation or insurance proceeds to which Lessee or Lessor may become entitled by reason of their respective interests in any a Property (i) if all or a portion of such awards Property is damaged or payments not theretofore received destroyed in whole or in part by Seller, a Casualty or (ii) terminating if the use, access, occupancy, easement rights or title to such Property or any part thereof is the subject of a Condemnation; provided, however, if a Lease Default shall have occurred and be continuing such award, compensation or insurance proceeds shall be paid directly to Lessor or, if received by Lessee, shall be held in trust for Lessor, and shall be paid over by Lessee to Lessor, and provided further that in the event of any Casualty or Condemnation, the estimated cost of restoration of which is in excess of $1,000,000, any such award, compensation or insurance proceeds shall be paid directly to Lessor, or if received by Lessee, shall be held in trust for Lessor and shall be paid over by Lessee to Lessor. (b) So long as no Lease Event of Default has occurred and is continuing, Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof; provided that if the estimated cost of restoration of the Property or the payment on account of such title defect is in excess of $1,000,000, then Lessor shall be entitled to participate in any such proceeding or action. At Lessee's reasonable request, and at Lessee's sole cost and expense, Lessor and the Agent shall participate in any such proceeding, action, negotiation, prosecution or adjustment. Lessor and Lessee agree that this Agreement by delivering written Lease shall control the rights of Lessor and Lessee in and to any such award, compensation or insurance payment. (c) If Lessor or Lessee shall receive notice of a Casualty or a possible Condemnation of a Property or any interest therein, Lessor or Lessee, as the case may be, shall give notice thereof to the other and to the Agent promptly after the receipt of such termination to Seller and Escrow Agent within twenty notice. (20d) In the event of a Casualty or receipt of notice by Lessee or Lessor of a Condemnation, Lessee shall, not later than thirty (30) days after Purchaser has received written notice from Seller of such material condemnationoccurrence, damage or destruction and, if necessary, deliver to Lessor and the Closing date shall be extended to give Purchaser the full twenty Agent an Officer's Certificate stating that either (20i) day period to make (x) such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion Casualty is not a material portion of the Real Property, the proceeds of any condemnation award Significant Casualty or payment (y) such Condemnation is neither a Total Condemnation nor a Significant Condemnation and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated that this Agreement Lease shall remain in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller full force and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim effect with respect to the Real applicable Property following and, at Lessee's sole cost and expense, Lessee shall promptly and diligently restore the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes applicable Property in accordance with the terms of this Article 12, the term “material portion” shall mean (ASection 15.1(e) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (Bii) condemnation that results this Lease shall terminate with respect to the applicable Property in accordance with Section 16.1. (e) If pursuant to this Section 15.1, this Lease shall continue in full force and effect following a taking Casualty or Condemnation with respect to the affected Property, Lessee shall, at its sole cost and expense, promptly and diligently repair any damage to the applicable Property caused by such Casualty or Condemnation in conformity with the requirements of Sections 10.1 and 11.1 using the as-built plans and specifications for the applicable Property (as modified to give effect to any of the Improvementssubsequent Modifications, any parking spaces, any ingress or egress or any other portion of Condemnation affecting the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect and all applicable Legal Requirements) so as to restore the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal applicable Property to the costs of repairing same condition, operation, function and value as existed immediately prior to such Casualty or Condemnation. In such event, title to the Real Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaserapplicable Property shall remain with Lessor.

Casualty and Condemnation. Promptly upon learning thereof(a) Subject to the provisions of this Article XV and Article XVI (in the event Lessee delivers, Seller shall give Purchaser written notice of any condemnationor is obligated to deliver, damage or destruction of the Real Property occurring a Termination Notice), and prior to the Closing together with, in the case occurrence and continuation of a casualtyLease Event of Default, a reasonably detailed estimate Lessee shall be entitled to receive (and Agent Lessor and each Lessor hereby irrevocably assigns to Lessee all of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the Closing all or a material portion of the Real Property is condemned, damaged or destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent Agent Lessor's and such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s Lessor's right, title and interest during such time in) any award, compensation or insurance proceeds to which Lessee or Agent Lessor may become entitled by reason of their respective interests in any such awards the Property (i) if during the Term all or payments not theretofore received a portion of the Property is damaged or destroyed in whole or in part by Seller, a Casualty or (ii) terminating if during the Term the use, access, occupancy, easement rights or title to the Property or any part thereof is the subject of a Condemnation; PROVIDED, HOWEVER, if a Default shall have occurred and be continuing such award, compensation or insurance proceeds shall be paid directly to Agent Lessor or, if received by Lessee, shall be held in trust for Agent Lessor, and shall be paid over by Lessee to Agent Lessor, and PROVIDED FURTHER that in the event of any Casualty or Condemnation during the Term, the estimated cost of restoration of which is in excess of $5,000,000, any such award, compensation or insurance proceeds shall be paid directly to Agent Lessor, or if received by Lessee, shall be held in trust for Agent Xxxxxx and shall be paid over by Lessee to Agent Xxxxxx. Unless the Lease has been terminated pursuant to ARTICLE XVI, following a Casualty or Condemnation during the Construction Period, the Lessee shall comply with the provisions of Section 3.3 of the Agency Agreement. (b) So long as no Lease Event of Default has occurred and is continuing, during the Term, Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof; PROVIDED that if the estimated cost of restoration of the Property or the payment on account of such title defect is in excess of $5,000,000, then Agent Lessor shall be entitled to participate in any such proceeding or action. At Lessee's reasonable request, and at Xxxxxx's sole cost and expense, Agent Xxxxxx and Agent shall participate in any such proceeding, action, negotiation, prosecution or adjustment which the Lessee is entitled to control. Agent Lessor, each Lessor and Lessee agree that this Agreement by delivering written Lease shall control the rights of Agent Xxxxxx, the Lessors and Lessee in and to any such award, compensation or insurance payment. (c) If any party shall receive notice of a Casualty or a possible Condemnation of the Property or any interest therein, such termination party, as the case may be, shall give notice thereof to Seller Agent Xxxxxx, Lessee and Escrow to Agent within twenty promptly after the receipt of such notice. (20d) In the event of a Casualty or receipt of notice by Lessee or Agent Lessor of a Condemnation, Lessee shall, not later than thirty (30) days after Purchaser has received written notice from Seller of such material condemnationoccurrence, damage or destruction and, if necessary, deliver to Agent Lessor and the Closing date shall be extended to give Purchaser the full twenty Agent an Officer's Certificate stating that either (20i) day period to make (x) such election. If, prior to the Closing, a portion of the Real Property is condemned, damaged or destroyed and such portion Casualty is not a material portion of the Real Property, the proceeds of any condemnation award Significant Casualty or payment (y) such Condemnation is neither a Total Condemnation nor a Significant Condemnation and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated that this Agreement Lease shall remain in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller full force and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim effect with respect to the Real Property following and, at Xxxxxx's sole cost and expense, Lessee shall promptly and diligently restore the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes Property in accordance with the terms of this Article 12, the term “material portion” shall mean Section 15.1 (Ae) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (Bii) condemnation that results this Lease shall terminate with respect to the Property in accordance with Section 16.1. (e) If pursuant to this Section 15.1, this Lease shall continue in full force and effect following (i) a taking Casualty which occurs during the Construction Period and which arises from the fraud, misapplication of any funds, illegal acts or willful misconduct or bankruptcy of the ImprovementsLessee or (ii) a Casualty or Condemnation which occurs at any time during the Term, Lessee shall, at its sole cost and expense, promptly and diligently repair any damage to the Property caused by such Casualty or Condemnation in conformity with the requirements of Sections 10.1 and 11.1 using the as-built plans and specifications for the Property (as modified to give effect to any subsequent Modifications, any parking spaces, any ingress or egress or any other portion of Condemnation affecting the Real Property which, in each case, in Seller’s reasonable judgment, would materially affect and all applicable Legal Requirements) so as to restore the use, value, operation or legal compliance of the Real Property. If the damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal Property to the costs of repairing same condition, operation, function and value as existed immediately prior to such Casualty or Condemnation. In such event, title to the Real Property, as reasonably estimated by an engineer engaged by Seller Property shall remain with Agent Xxxxxx. (f) In no event shall a Casualty or Condemnation with respect to which this Lease remains in full force and reasonably acceptable effect under this Section 15.1 affect Lessee's obligations to Purchaserpay Rent pursuant to Section 3.1.