Common use of Casualty Loss Clause in Contracts

Casualty Loss. If the Facility, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).

Casualty Loss. If the Facility, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior Notwithstanding anything to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller contrary in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case event of substantial and material damage by providing fire or other material casualty to the Facility of any LLC prior to Closing (a "Material Casualty Loss"), Seller shall promptly commence and diligently pursue the repair or replacement of the equipment or other materials damaged at the affected Facility, and this Agreement shall remain in full force and effect, and no failure of a condition to Closing shall be deemed to exist by virtue of such event, if, in any such event, Seller so commences and pursues such repair or replacement and completes such repair or replacement work on or before the Closing Date; provided, that if such repair or replacement shall not have been completed on or before the Closing Date, the Closing of the purchase and sale contemplated hereby shall nevertheless occur with respect to each LLC owning a Facility that is not affected by such Material Casualty Loss, the Purchase Price payable at such Closing shall be reduced by the amount (the "Casualty Loss Amount") shown in Schedule 7.11 for each LLC owning a Facility affected by such Casualty Loss (and any of the LLCs owning or holding assets related to the affected Facility) (collectively, the "Affected LLCs"), and the Closing of the purchase and sale contemplated hereby with respect to the Affected LLCs shall be deferred until such later date, but in no event later than May 31, 2001, as shall be necessary to permit Seller to complete the repair or replacement work with respect to the affected Facility. At any such deferred Closing, the purchase price for the sale and conveyance to Buyer of the LLC Interests of the Affected LLCs shall be the Casualty Loss Amount with respect to such Affected LLCs. If such a deferred Closing shall not have occurred with respect to such Affected LLCs on or before May 31, 2001, Buyer or Seller may terminate this Agreement with respect to each such Affected LLCs upon written notice to Seller. To the extent Purchaser elects and Seller consents other Party, unless, prior to reduce such termination, the amount Parties shall have agreed in writing upon an extension of the Base Purchase Price latest date on which a deferred Closing may occur pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)7.11.

Casualty Loss. If the Facility, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and thirty five percent (35%) of the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo the Company or the any Subsidiary for such restoration) (such thirty five percent (35%) of the cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten twenty percent (1020%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing; provided, however, that if Seller does not provide such written consent within thirty (30) days after the date the Restoration Cost is provided to the Parties, then Purchaser may, in its sole discretion, terminate this Agreement by providing written notice thereof to the Seller. If the Restoration Cost is in excess of ten twenty percent (1020%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.065.03, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller Seller, the Company or HoldCo or the any Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.065.03, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Price.

Casualty Loss. If (a) If, after the FacilityExecution Date, or but prior to the Closing Date, any portion thereofof the Assets is damaged, destroyed or made unavailable or unusable for the intended purpose by fire or other casualty or is damaged taken in condemnation or destroyed by casualty loss or as a result under right of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect eminent domain (each a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties), and the cost loss as a result of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the individual Casualty Loss, the “Restoration Cost”) does not exceed ten Loss exceeds fifteen percent (1015%) of the Base Unadjusted Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant Buyer may elect to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller terminate this Agreement at any time prior to or within thirty (30) days after Closing. In the date such Restoration Cost amount is provided to Purchaser event that Buyer does not elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case Sellers shall elect by providing written notice to Seller. To Buyer prior to Closing either (i) to cause the extent Purchaser elects and Seller consents Assets adversely affected by any such individual Casualty Loss to reduce the amount of the Base Purchase Price pursuant be repaired or restored to this Section 5.06, Purchaser willat least their condition prior to such Casualty Loss, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s Sellers’ sole cost and expense, use commercially reasonable efforts prior to pursue such available contribution, claims the Closing Date or recoveries on Seller’s behalf (ii) for the benefit Unadjusted Purchase Price to be reduced by the sums of Seller, in either case only up all amounts paid to the amount Sellers by Third Parties by reason of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing Sellers shall assign, transfer and set over to Buyer or subrogate Buyer to all of Sellers’ right, title and interest (if any) in unpaid awards, condemnation payments, insurance proceeds and other rights and claims with insurance companies under applicable insurance policies in respect against Third Parties arising out of the Casualty Loss. (b) If, after the Execution Date, but prior to the Closing Date, any Casualty Loss occurs, and the loss as a result of such individual Casualty Loss is fifteen percent (15%) or less of the Unadjusted Purchase Price, Buyer shall nevertheless be required to close, and Sellers shall deduct from the Unadjusted Purchase Price all sums paid to Sellers by Third Parties by reason of such individual Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Sellers’ right, title and interest (if any) in unpaid awards, condemnation payments, insurance proceeds and other rights and claims against Third Parties arising out of the Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).

Casualty Loss. If Subject to the Facilityqualifications in this Paragraph 11, in case of damage to the Premises or the Building by fire or other casualty, Tenant shall give immediate notice to Landlord, who shall then cause the damage (including any portion thereofdamage to the Tenant Improvements) to be repaired with reasonable speed, at the expense of the Landlord, subject to reasonable delays caused by force majeure events and other similar delays beyond the reasonable control of Landlord. Rent and other charges payable by Tenant hereunder shall xxxxx proportionately during any period in which, by reason of such casualty, Tenant reasonably determines that there is damaged or destroyed by casualty loss or as a result substantial interference with the operation of any fact, event or circumstance which would reasonably be expected to have, individually or Tenant's business in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after Premises. Such abatement shall continue for the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after period commencing with the date of such damage or destruction and ending with the date that business may be fully resumed on the Premises, as reasonably determined by Tenant. In the event giving rise such damage results solely from the act, fault or neglect of Tenant, Tenant's employees or agents, there shall be no abatement of rent. In the event the cost to repair the Casualty Loss, the “Restoration Cost”) does not damage shall exceed ten twenty-five percent (1025%) of the Base Purchase Price, Purchaser shall reduce the amount full replacement value of the Base Purchase Price Building, or if the damage shall be so extensive that repairs cannot be completed within ninety (90) days from the date of issuance of required permits (permitting to take no more than 60 days and Landlord to use diligent efforts to obtain same), then Landlord shall have the right to terminate this Lease, as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent date of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser maydamage, by notice given to Seller at any time prior to or Tenant within thirty (30) days after following the casualty loss. If this Lease is terminated, Rent and Operating Costs shall be adjusted to the date of such Restoration Cost amount is provided damage and Tenant shall vacate the Premises. Tenant hereby waives any statutory right to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, Lease or to have a reduction of rent in the latter case event of casualty loss or destruction, the rights of tenant in such instance to be determined by providing written notice this Paragraph 11. Notwithstanding the foregoing two paragraphs, Landlord shall have no obligation to Seller. To repair or rebuild the extent Purchaser elects and Seller consents to reduce the amount Premises or any portion of the Base Purchase Price pursuant to this Section 5.06Building unless Landlord has received sufficient insurance proceeds for that purpose, Purchaser willfree of any claim by any lender on the Property, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for if the benefit of Seller, in either case only up to the amount of such reduction casualty loss occurs in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect last eighteen (18) months of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Lease Term.

Casualty Loss. If (a) Subject to Sections 8.1(i) and 8.2(i), if, after the Facilitydate of this Agreement but prior to the Closing Date, or any portion thereofof the Pipeline Assets is affected by Casualty Losses or is taken in condemnation or under right of eminent domain, is damaged or destroyed by casualty and the loss or as a result of any fact, event such all such Casualty Losses or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed takings exceeds ten percent (10%) of the Base Purchase Price, in the aggregate, then Seller shall elect by written notice to Purchaser prior to the Closing either (i) to cause the Pipeline Assets affected by any Casualty Loss or taking to be repaired or restored to at least its condition prior to such Casualty Loss, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date) or (ii) indemnify Purchaser against all liability, loss, cost and expense incurred by Purchaser to remedy the Casualty Loss pursuant to an indemnity agreement in form and substance reasonably acceptable to the Parties, provided that Seller may not elect this remedy unless Purchaser has agreed to accept such indemnity agreement. In each case, Seller shall reduce retain all rights to insurance and other claims against third parties with respect to the amount Casualty Loss or taking except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Base Purchase Price (Pipeline Assets is affected by Casualty Losses or is taken in condemnation or under right of eminent domain, and the loss as adjusted pursuant to Section 2.04) by the amount a result of the Restoration Cost and, subject to the prior written consent of the Seller, such all such Casualty Loss and shall not affect the Closing. If the Restoration Cost Losses or takings is in excess of less than or equal to ten percent (10%) of the Base Purchase Price, in the aggregate, Purchaser mayshall nevertheless be required to close and Seller shall, by notice at Closing, pay to Purchaser all sums paid to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case third parties by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount reason of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss or taking and promptly filing claims with shall assign, transfer and set over to Purchaser or subrogate Purchaser to all of Seller’s right, title and interest (if any) in insurance companies under applicable insurance policies in respect claims, unpaid awards, and other rights against third parties (other than Affiliates of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect and its and their directors, officers, employees and agents) arising out of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)casualty or taking.

Casualty Loss. If (a) Notwithstanding anything herein to the Facilitycontrary from and after the Effective Time, or any portion thereofif Closing occurs, is damaged or destroyed by casualty Buyer shall assume all risk of loss or as a result with respect to production of Hydrocarbons through normal depletion (including watering out of any factWell, event collapsed casing or circumstance which would reasonably be expected sand infiltration of any Well) and the depreciation of Equipment due to haveordinary wear and tear, individually or in the aggregateeach case, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior with respect to the satisfaction of all the closing conditions Purchased Assets. (the “Satisfaction Date”b) of the PartiesIf, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise this Agreement but prior to the Casualty LossClosing Date, the “Restoration Cost”) does not exceed ten percent (10%) any portion of the Base Purchase PricePurchased Assets is destroyed by fire or other casualty (other than normal wear and tear, Purchaser or downhole destruction through downhole risks other than blowouts) or is taken in condemnation or under right of eminent domain, Buyer shall reduce the amount of the Base Purchase Price (as adjusted pursuant nevertheless be required to Section 2.04) by the amount of the Restoration Cost andclose and Seller shall, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the at Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the an amount equal to the Restoration Cost by which reduction in the Base value of the Purchased Asset(s) affected; provided that Seller shall retain all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards and other rights against Third Parties arising out of such casualty or taking insofar as with respect to the Purchased Assets. If the parties cannot agree on a reduction, the Seller’s good faith calculation shall be used for purposes of Closing. In the event of downhole destruction through downhole risks other than blowouts, or if Buyer agrees with respect to other casualty or any taking, Seller shall in lieu of a Purchase Price (reduction contemplated above, pay to Buyer all sums paid to Seller by Third Parties by reason of such casualty or taking insofar as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added respect to the Base Purchase Price Purchased Assets and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards and other rights against Third Parties arising out of such casualty or taking insofar as adjusted pursuant with respect to Section 2.04)the Purchased Assets; provided, however, that in either case Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, title, interests and claims against Third Parties for the 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. Seller will fully cooperate with efforts by Buyer to pursue or assert such claims and rights.

Casualty Loss. If prior to Closing any of the Facility, or any portion thereof, is Assets are materially damaged or destroyed by fire, condemnation or other casualty loss or (“Casualty Defect”), Seller shall notify Buyer promptly in writing after Seller learns of such event. Seller’s notification shall include reasonable detail of the nature of such Casualty Defect, and Seller’s good faith proposal for the appropriate corrective action with respect thereto, including any environmental remediation required pursuant to applicable Environmental Law. Seller shall have the right, but not the obligation, to cure any such Casualty Defect by repairing such damage or, in the case of Equipment, replacing the damaged Equipment with equivalent items, no later than the Closing, insofar as a result the same are done to Buyer’s reasonable satisfaction. If any Casualty Defect exists at Closing, at Seller’s option, Buyer shall proceed to purchase the damaged Assets, and the Base Purchase Price shall be reduced by the aggregate reduction in value of all affected Assets on account of such Casualty Defect. In the event the Parties cannot agree on the value of such Casualty Defects, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 19.3. Notwithstanding any of the preceding provisions of this Article 16, all adjustments applicable to Casualty Defects shall be made prior to Closing which Closing shall be extended until resolution of any factdisputes relating to the Casualty Defects; provided, event or circumstance which would reasonably be expected to havehowever, individually or that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after exceed the date hereof and prior Termination Threshold, then Closing shall occur as to the satisfaction of all other Assets that are not subject to the closing conditions dispute (with the “Satisfaction Date”) portion of the PartiesAssets subject to the dispute being excluded, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (reduced for the entire Allocated Values thereof) and Closing shall subsequently close and consummate the transaction as adjusted pursuant to Section 2.04) by the amount Assets made the subject of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or dispute within thirty (30) days after following the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount final resolution of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up dispute. Notwithstanding anything to the amount of such reduction contrary contained in the Base Purchase Price. During the period between the Satisfaction Date and the Closingthis Article 16, Seller shall consult with Purchaser in respect of remediating the Casualty Lossbe entitled to retain all insurance proceeds, including promptly commencing the restoration work with respect if any, and claims against other parties relating to any such Casualty Loss Defect unless the Parties agree to assign such claims and promptly filing claims with insurance companies under applicable insurance policies in respect proceeds to Buyer. For purposes of such this provision, normal wear and tear shall not be considered a Casualty LossDefect. To From and after the extent Seller or HoldCo or Closing Date, Buyer shall assume all risk of loss for the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Assets.

Casualty Loss. If prior to Closing any of the Facility, or any portion thereof, is Assets are substantially damaged or destroyed by fire or other casualty loss or (“Casualty Defect”), Seller shall notify Buyer promptly after Seller learns of such event. Seller shall have the right, but not the obligation, to cure any such Casualty Defect by repairing such damage or, in the case of Equipment, replacing the damaged Equipment with equivalent items, no later than the Closing, insofar as a result the same are done to Buyer’s reasonable satisfaction. If any Casualty Defect exists at Closing, at Seller’s option, Buyer shall proceed to purchase the damaged Assets, and the Base Purchase Price shall be reduced by the aggregate reduction in value of all affected Assets on account of such Casualty Defect. In the event the parties cannot agree on the value, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3. Notwithstanding any of the preceding provisions of this Article 17, all adjustments applicable to Casualty Defects shall be made prior to Closing which Closing shall be extended until resolution of any factdisputes relating to the Casualty Defects; provided, event or circumstance which would reasonably be expected to havehowever, individually or that if adjustments for alleged Title Defects, Casualty Defects and Open Defects do not, in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after exceed the date hereof and prior Termination Threshold, then Closing shall occur as to the satisfaction of all other Assets that are not subject to the closing conditions dispute (with the “Satisfaction Date”) portion of the PartiesAssets subject to the dispute being excluded, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (reduced for the entire Allocated Values thereof) and the Parties shall subsequently close and consummate the transaction as adjusted pursuant to Section 2.04) by the amount Assets made the subject of the Restoration Cost and, subject dispute within ten (10) Business Days following the final resolution of the dispute. Notwithstanding anything to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is contrary contained in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the ClosingArticle 17, Seller shall consult with Purchaser in respect of remediating the Casualty Lossbe entitled to retain all insurance proceeds, including promptly commencing the restoration work with respect if any, and Claims against other parties relating to any such Casualty Loss Defect. For purposes of this provision, normal wear and promptly filing claims with insurance companies under applicable insurance policies in respect of such tear shall not be considered a Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Defect.

Casualty Loss. (a) If the Facility, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof Execution Date and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) Closing Date any part of the PartiesAssets shall be subject to a Casualty Loss, and the cost Casualty Value of restoring all such damaged Casualty Loss is 2% of the Unadjusted Purchase Price or destroyed Facility less, this Agreement shall remain in full force and effect notwithstanding any such Casualty Loss and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such Casualty Loss and Purchaser shall accept as compensation all sums paid to Seller or the Company by Third Parties by reason of such Casualty Loss, including any sums paid pursuant to any policy or agreement of insurance or indemnity, and Seller shall assign, transfer and set over unto the Company all of the rights, title and interest of Seller or its Affiliates (other than the Company) in and to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such Casualty Loss. (b) If, after the Execution Date but prior to the Closing Date, any portion of the Assets is subject to a condition Casualty Loss, and the Casualty Value of all such Casualty Losses exceeds 2% of the Unadjusted Purchase Price, the Parties shall proceed with the transactions contemplated by this Agreement and (x) in the case of an Asset taken by condemnation or right of eminent domain, the Adjustment Amount shall be reduced by the Casualty Value of such Casualty Loss or (y) in the case of an Asset being destroyed or otherwise impaired by Casualty Loss to the extent and only to the extent such Casualty Loss exceeds the deductible of 2% of the Unadjusted Purchase Price, (A) Seller may cause the Asset affected by such excess portion of the Casualty Loss to be repaired or restored to Purchaser’s reasonable satisfaction, at Seller’s sole cost, as promptly as reasonably comparable practicable but in any event prior to its the Closing Date (except with Purchaser’s prior condition written consent) and (net B) if such Casualty Loss is not repaired or restored to Purchaser’s reasonable satisfaction prior to the Closing, to either (at Purchaser’s election) (1) proceed with the transactions contemplated by this Agreement and cause the Adjustment Amount to be reduced by the Casualty Value of and after giving effect such excess portion of the Casualty Loss (taking into account Seller’s efforts prior to Closing to repair or restore such Casualty Loss) or (2) proceed with the transactions contemplated by this Agreement notwithstanding such Casualty Loss. If Purchaser makes an election pursuant to the preceding clause (1), Purchaser shall pay to Seller all sums paid to the Company by Third Persons by reason of such Casualty Loss, including any sums paid pursuant to any policy or agreement of insurance or indemnity, and cause the Company to assign, transfer and set over unto Seller all of the rights, title and interest of the Company in and to any claims, causes of action, unpaid proceeds received by HoldCo or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such casualty, in each case, up to the Subsidiary for such restoration) amount that the Adjustment Amount was adjusted pursuant to the preceding clause (such cost as estimated by a qualified firm reasonably acceptable 1). If Purchaser makes an election pursuant to the preceding clause (2), Seller shall pay to Purchaser all sums paid to Seller or its Affiliates (other than the Company) by Third Persons by reason of such Casualty Loss, including any sums paid pursuant to any policy or agreement of insurance or indemnity, and assign, transfer and set over unto the Company all of the rights, title and interest of Seller and selected its Affiliates in and to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such casualty. (c) The term “Casualty Value” shall mean (i) as to Assets taken in condemnation or under right of eminent domain, the Allocated Value of such Assets, and (ii) as to any Assets destroyed or otherwise impaired by casualty, the amount of the costs and expenses associated with repairing or restoring the Assets affected by such casualty without reduction for any sums paid pursuant to any policy or agreement of insurance or indemnity, and, in the case of clause (ii), such Casualty Value shall be determined before the Closing by Purchaser and Seller in good faith faith, or if Purchaser and promptly after Seller are not able to agree on such amount, by an independent firm with experience involving the date performance of services of the event giving rise type necessary to repair or restore the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) Assets affected by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice reasonably acceptable to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Pxxxxxxxx.

Casualty Loss. If (a) If, during the FacilityInterim Period, all or any portion thereof, of a Vessel is damaged or destroyed in whole or in part (the portion of such Vessel so damaged or destroyed, the “Damaged Portion”), whether by fire, theft, vandalism, flood, wind, explosion or other casualty loss or (a “Casualty Event”), Seller shall notify Buyer promptly in writing (a “Casualty Event Notice”) of the Casualty Event. The Casualty Event Notice shall include: (i) a reasonable description of the facts and circumstances surrounding the Casualty Event; (ii) Seller’s preliminary assessment of the effect of the Casualty Event on the Transferred Assets; and (iii) Seller’s preliminary assessment of whether, and the extent to which, any losses sustained as a result of any fact, event such Casualty Event are covered by one or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect more insurance policies (a “Casualty Loss”including property/casualty and workers’ compensation policies) after the date hereof and maintained immediately prior to the satisfaction Closing by Seller. (b) If: (i) Seller reasonably expects the Damaged Portion resulting from a Casualty Event can be fully repaired or restored in accordance with applicable Laws on or before the date that is one hundred eighty (180) days following the occurrence of all the closing conditions Casualty Event (the “Satisfaction Casualty Event Termination Date”); and (ii) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise damage due to the Casualty Loss, the “Restoration Cost”) does not exceed Event is greater than ten percent (10%) of the Base Purchase Price, Purchaser then Buyer may elect, in its sole discretion, to either (A) proceed with the Closing and repair and restore such Damaged Portion at Buyer’s expense, and Buyer shall be entitled to all of the insurance proceeds which Seller or any of its Affiliates actually receive with respect to such Casualty Event, or (B) notify Seller that Buyer does not elect to repair and restore such Damaged Portion, at which xxxx Xxxxxx can elect to either (1) repair or restore such Damaged Portion by the Casualty Event Termination Date (in which case the provisions of Section 7.10(c) shall apply), or (2) not repair or restore such Damaged Portion by the Casualty Event Termination Date (in which case the provisions of Section 7.10(d) shall apply). If Seller reasonably expects the Damaged Portion resulting from a Casualty Event cannot be fully repaired or restored in accordance with applicable Laws on or before the Casualty Event Termination Date, then either Party may either (i) proceed with the Closing and elect to exclude such Vessel from the Transferred Assets, and reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount applicable to such Vessel set forth on Schedule 7.10 (and (x) neither Party’s rights or obligations under this Agreement shall be affected in any way; and (y) no breach of any representations or warranties under this Agreement shall be deemed to have occurred as a result of such Casualty Event) or (ii) agree to a mutually acceptable solution related thereto. (c) If, with respect to any Casualty Event described in Section 7.10(b) that Buyer elected not to repair and restore such Damaged Portion, Seller elects to repair or restore such Damaged Portion by the Casualty Event Termination Date, then: (i) Seller shall promptly commence and diligently execute the repair and/or restoration of such Damaged Portion to the condition thereof immediately prior to such Casualty Event in a good and workmanlike manner and in accordance with applicable Laws at its sole cost and expense; (ii) Seller shall be entitled to all of the Restoration Cost andinsurance proceeds with respect to such Casualty Event; (iii) such Casualty Event shall have no effect for purposes of determining whether Buyer’s conditions to Closing set forth in Section 9.1 or Section 9.2 have been fulfilled; and (iv) the Closing shall be delayed for such reasonable time as is necessary but not beyond the Casualty Event Termination Date for Seller to complete any such repair or restoration. (d) If, subject with respect to any Casualty Event described in Section 7.10(b) that Buyer elected not to repair and restore such Damaged Portion, Seller elects not to repair or restore such Damaged Portion by the prior written consent Casualty Event Termination Date, then Buyer shall proceed to Closing, and (i) neither Party’s rights or obligations under this Agreement shall be affected in any way; and (ii) no breach of any representations or warranties under this Agreement shall be deemed to have occurred as a result of such Casualty Event; provided that Buyer shall elect, by notice to Seller not later than fifteen (15) days after Buyer’s receipt of Seller’s election not to repair or restore such Damaged Portion, to either: (A) exclude such Vessel from the Transferred Assets, and reduce the Base Purchase Price by the amount applicable to such Vessel set forth on Schedule 7.10 or (B) receive all of the Seller, insurance proceeds which Seller or any of its Affiliates actually receive with respect to such Casualty Loss and shall not affect the Closing. Event. (e) If the Restoration Cost damage caused by the Casualty Event is in excess of ten percent (10%) of the Base Purchase PricePrice or less, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to eitherthen: (i) subject to Sellerneither Party’s prior written consent, reduce the Base Purchase Price by the Restoration Costrights or obligations under this Agreement shall be affected in any way; or (ii) in its sole discretion, terminate no breach of any representations or warranties under this Agreement, in the latter case by providing written notice Agreement shall be deemed to Seller. To the extent Purchaser elects have occurred as a result of such Casualty Event; and Seller consents (iii) Buyer shall be entitled to reduce the amount all of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to insurance proceeds which Seller or any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work its Affiliates actually receive with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Event.

Casualty Loss. If (a) Notwithstanding anything herein to the Facilitycontrary, from and after the Effective Time, if Closing occurs, Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets through normal depletion (including losses with respect to the depletion of oil and gas and other Minerals, watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of personal property due to ordinary wear and tear, in each case, with respect to the Assets, and Buyer shall not assert such matters as Casualty Losses or Title Defects hereunder. (b) If, after the Execution Date but prior to the applicable Closing Date, any portion thereof, of the Assets is damaged or destroyed by fire or other casualty loss or as a result is taken in condemnation or under right of any facteminent domain (each, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”), then (x) after the date hereof and prior Seller, at Closing, shall (i) pay to Buyer all sums actually paid to Seller by third parties by reason of such Casualty Loss insofar as with respect to the satisfaction Assets and (ii) assign, transfer and set over to Buyer or subrogate Buyer to all of all the closing conditions Seller’s right, title and interest (the “Satisfaction Date”if any) of the Partiesin insurance claims, unpaid awards, and the cost other rights against third parties (excluding any liabilities, other than insurance claims, of restoring or against any Seller Indemnitee) arising out of such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost Casualty Loss insofar as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise with respect to the Assets, provided, however, that Buyer shall purchase the affected Assets at Closing notwithstanding such Casualty Loss, and (y) the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as shall be adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject downward to the prior written consent extent, if any, of the Seller, any uninsured portion of such Casualty Loss and shall not affect (with such adjustments being only the Closing. If the Restoration Cost is portion in excess of ten percent such threshold); provided, however, Seller shall reserve and retain (10%and Buyer shall assign to Seller) all right, title, interest and claims against third parties for the recovery of the Base Purchase Price, Purchaser may, by notice to Seller at any time Seller’s costs and expenses incurred prior to Closing in repairing such Casualty Loss and/or pursuing or within thirty (30) days after the date asserting any such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work other rights against third parties with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of any such Casualty Loss. To For avoidance of doubt, nothing in this Section 13.03 shall be construed as imposing any obligation on the extent part of Seller to provide or HoldCo or the Subsidiary has made maintain insurance coverage on any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Assets.

Casualty Loss. If the Facility, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the any Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the any Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).

Casualty Loss. If the any Facility, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary Subsidiaries for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing; provided, however, that if Seller does not provide such written consent within thirty (30) days after the date the Restoration Cost is provided to the Parties, then Purchaser may, in its sole discretion, terminate this Agreement by providing written notice thereof to the Seller. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or Seller, HoldCo or the any Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).

Casualty Loss. If prior to Closing any of the Facility, or any portion thereof, is Assets are substantially damaged or destroyed by fire or other casualty loss (“Casualty Defect”), Seller shall notify Buyer promptly after Seller learns of such event. Seller shall have the right, but not the obligation, to cure any such Casualty Defect by repairing such damage or, in the case of Equipment, replacing the damaged or destroyed Equipment with equivalent items, no later than the Closing, insofar as a result the same are done to Buyer’s reasonable satisfaction. If any Casualty Defect exists at Closing, at Seller’s option, Buyer shall proceed to purchase the damaged Assets, and the Base Purchase Price shall be reduced by the aggregate reduction in value of all affected Assets on account of such Casualty Defect. In the event the Parties cannot agree on such value, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3. Notwithstanding any of the preceding provisions of this Article 17, all adjustments applicable to Casualty Defects shall be made prior to Closing which Closing shall be extended until resolution of any factdisputes relating to the Casualty Defects; provided, event or circumstance which would however, that if the amount of the adjustments agreed upon by the Parties (or, if not so agreed upon as reasonably be expected to havedetermined by Buyer) for alleged Title Defects, individually or Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after exceed the date hereof and prior Termination Threshold, then Closing shall occur as to the satisfaction of all other Assets that are not subject to the closing conditions dispute (with the “Satisfaction Date”) portion of the PartiesAssets subject to the dispute being excluded, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (reduced for the entire Allocated Values thereof) and Closing shall subsequently close and consummate the transaction as adjusted pursuant to Section 2.04) by the amount Assets made the subject of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or dispute within thirty (30) days after following the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount final resolution of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up dispute. Notwithstanding anything to the amount of such reduction contrary contained in the Base Purchase Price. During the period between the Satisfaction Date and the Closingthis Article 17, Seller shall consult with Purchaser in respect of remediating the Casualty Lossbe entitled to retain all insurance proceeds, including promptly commencing the restoration work with respect if any, and claims against other parties relating to any such Casualty Loss Defect. For purposes of this provision, normal wear and promptly filing claims with insurance companies under applicable insurance policies in respect of such tear shall not be considered a Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Defect.

Casualty Loss. (a) If the Facility, any property or asset of any portion thereof, Contributed Entity is damaged or destroyed (the “Initial Closing Casualty Items”) by casualty loss after the Execution Date and prior to the Initial Closing (an “Initial Closing Casualty Loss”), Crestwood shall prepare and deliver to CEGPS no later than 15 days following such event, a good faith and reasonable estimate of the sum of, without double-counting, (i) the cost of restoring (including by replacement) the Initial Closing Casualty Items to a condition substantially similar to its or their condition immediately prior to such Initial Closing Casualty Loss plus (ii) the amount of any lost profits reasonably expected after the Initial Closing as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “such Initial Closing Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) , in each case of the Partiesforegoing clauses (i) and (ii), and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to (without double-counting): (A) the amount of any insurance proceeds reasonably expected to actually be received by HoldCo the Contributed Entities as a result of the Initial Closing Casualty Loss (calculated net of reasonable third party out-of-pocket costs and expenses of such recoveries, including any costs or expenses attributable to increases in insurance premiums) and (B) any amounts actually expended by Crestwood or any of its Affiliates (including the Subsidiary for Contributed Entities) to repair, replace or restore any assets or property subject to such restoration) Initial Closing Casualty Loss, provided that such repair, replacement and restoration efforts are reasonably satisfactory to CEGPS (such cost as estimated calculation, an “Initial Closing Restoration Cost Calculation”). If CEGPS reasonably objects to the Initial Closing Restoration Cost Calculation prepared by Crestwood and delivers a qualified Notice of such objection to Crestwood within 10 days of receipt of the Initial Closing Restoration Cost Calculation prepared by Crestwood, then Crestwood shall cause an independent firm selected by Crestwood and reasonably acceptable to Purchaser CEGPS to prepare, within a 20-day period, an alternative Initial Closing Restoration Cost Calculation which shall be final, conclusive and Seller and selected binding on the Parties (the “Initial Closing Restoration Cost”). If CEGPS fails to object to the Initial Closing Restoration Cost Calculation prepared by Purchaser and Seller in good faith and promptly after Crestwood within 10 days of having received such calculation, then the date Initial Closing Restoration Cost Calculation prepared by Crestwood shall be deemed to be the Initial Closing Restoration Cost. If the Initial Closing or the Initial End Date is expected to occur prior to the finalization of the event giving rise Initial Closing Restoration Cost, then the Initial Closing Date shall be extended, if necessary, to no earlier than the 15th Business Day after such Initial Closing Restoration Cost is finalized and the Initial End Date shall be extended to no earlier than the 17th Business Day after such Initial Closing Restoration Cost is finalized. (b) If the Initial Closing Restoration Cost is greater than an amount equal to 1% of the Total CEGPS Contribution but does not exceed an amount equal to 12.5% of the Total CEGPS Contribution, Crestwood shall elect to either (i) repair, restore or replace such Initial Closing Casualty LossItems to their prior condition or (ii) reduce the amount of (A) the Initial CEGPS Contribution by 50% of that portion of the Initial Closing Restoration Cost that is not attributable to any Second Closing Casualty Item (such portion, the “Net Initial Closing Contributed Entities Restoration Cost”) does not exceed ten percent and (10%B) the Second CEGPS Contribution by 50% of that portion of the Base Purchase PriceInitial Closing Restoration Cost that is attributable to any Second Closing Casualty Item (such portion, Purchaser the “Crestwood Pipeline East Restoration Cost”) by delivering written Notice to CEGPS within 10 Business Days after the finalization of the Initial Closing Restoration Cost. If Crestwood elects to repair, restore or replace such Initial Closing Casualty Items, Crestwood shall use commercially reasonably efforts to repair, restore or replace the Initial Closing Casualty Items to their prior condition (which such repairs, restorations and replacements shall be reasonably satisfactory to CEGPS) and the Initial Closing shall be delayed until such Initial Closing Casualty Items are restored. If Crestwood elects to reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by Initial CEGPS Contribution and the amount of the Restoration Cost and, subject to the prior written consent of the SellerSecond CEGPS Contribution, such Initial Closing Casualty Loss and shall not otherwise affect the Initial Closing or the Second Closing. If the Initial Closing Restoration Cost is in excess of ten percent (10%) an amount equal to 12.5% of the Base Purchase PriceTotal CEGPS Contribution, Purchaser mayeither Party may elect, by notice Notice to Seller at any time prior to or the other Party within thirty (30) days 10 Business Days after the date such finalization of the Initial Closing Restoration Cost amount is provided Cost, to Purchaser terminate this Agreement. If neither Party terminates this Agreement pursuant to the preceding sentence, Crestwood shall elect to either: either (i) subject repair, restore or replace such Initial Closing Casualty Items to Seller’s their prior written consent, reduce the Base Purchase Price by the Restoration Cost; condition or (ii) in its sole discretionreduce the amount of (A) the Initial CEGPS Contribution by 50% of the Net Initial Closing Contributed Entities Restoration Cost and (B) the Second CEGPS Contribution by 50% of the Crestwood Pipeline East Restoration Cost. If Crestwood elects to repair, terminate this Agreementrestore or replace such Initial Closing Casualty Items, in Crestwood shall use commercially reasonably efforts to repair, restore or replace the latter case by providing written notice Initial Closing Casualty Items to Sellertheir prior condition (which such repairs, restorations and replacements shall be reasonably satisfactory to CEGPS) and the Initial Closing shall be delayed until such Initial Closing Casualty Items are restored. To the extent Purchaser If Crestwood elects and Seller consents to reduce the amount of the Base Purchase Price pursuant Initial CEGPS Contribution and the Second CEGPS Contribution, such Initial Closing Casualty Loss shall not otherwise affect the Initial Closing or the Second Closing. If the Initial Closing Restoration Cost is less than an amount equal to 1% of the Total CEGPS Contribution, neither CEGPS nor Crestwood shall have the right or option to terminate this Section 5.06Agreement and there shall be no reduction in the amount of the Initial CEGPS Contribution or the Second CEGPS Contribution as a result of the Initial Closing Casualty Loss. (c) If any property or asset of Crestwood Pipeline East is damaged or destroyed (the “Second Closing Casualty Items”) by casualty loss after the Initial Closing and prior to the Second Closing (a “Second Closing Casualty Loss”), Purchaser willCrestwood shall prepare and deliver to CEGPS no later than 15 days following such event, at Seller’s election: a good faith and reasonable estimate of the sum of, without double-counting, (ai) assign the cost of restoring (including by replacement) the Second Closing Casualty Items to Seller a condition substantially similar to its or their condition immediately prior to such Second Closing Casualty Loss plus (ii) the amount of any rights lost profits reasonably expected after the Second Closing as a result of such Second Closing Casualty Loss, in each case of the foregoing clauses (i) and (ii), net of and after giving effect to (without double-counting): (A) the amount of any contribution available under insurance proceeds reasonably expected to actually be received by Crestwood Pipeline East as a result of the Second Closing Casualty Loss (calculated net of reasonable third party out-of-pocket costs and expenses of such recoveries, including any rights costs or expenses attributable to increases in insurance claims premiums) and (B) any amounts actually expended by Crestwood or recoveries available under insurance policies covering its Affiliates (including Crestwood Pipeline East) to repair, replace or restore any assets or property subject to such Facility; Second Closing Casualty Loss, provided that such repair, replacement and restoration efforts are reasonably satisfactory to CEGPS (such calculation, a “Second Closing Restoration Cost Calculation”). If CEGPS reasonably objects to the Second Closing Restoration Cost Calculation prepared by Crestwood and delivers a Notice of such objection to Crestwood within 10 days of receipt of the Second Closing Restoration Cost Calculation prepared by Crestwood, then Crestwood shall cause an independent firm selected by Crestwood and reasonably acceptable to CEGPS to prepare, within a 20-day period, an alternative Second Closing Restoration Cost Calculation which shall be final, conclusive and binding on the Parties (the “Second Closing Restoration Cost”). If CEGPS fails to object to the Second Closing Restoration Cost Calculation prepared by Crestwood within ten 10 days of having received such calculation, then the Second Closing Restoration Cost Calculation prepared by Crestwood shall be deemed to be the Second Closing Restoration Cost. If the Second Closing or the Second End Date is expected to occur prior to the finalization of the Second Closing Restoration Cost, then the Second Closing Date shall be extended, if necessary, to no earlier than the 15th Business Day after such Second Closing Restoration Cost is finalized and the Second End Date shall be extended to no earlier than the 17th Business Day after such Second Closing Restoration Cost is finalized. (d) If the Second Closing Restoration Cost is greater than an amount equal to 1% of the Second CEGPS Contribution but does not exceed an amount equal to 12.5% of the Second CEGPS Contribution, Crestwood shall elect to either (i) repair, restore or replace such Second Closing Casualty Items to their prior condition or (bii) at Seller’s sole cost and expensereduce the amount of the Second CEGPS Contribution by 50% of the Second Closing Restoration Cost by delivering written Notice to CEGPS within 10 Business Days after the finalization of the Second Closing Restoration Cost. If Crestwood elects to repair, restore or replace such Second Closing Casualty Items, Crestwood shall use commercially reasonable efforts to pursue repair, restore or replace the Second Closing Casualty Items to their prior condition (which such available contributionrepairs, claims restorations and replacements shall be reasonably satisfactory to CEGPS and shall be paid solely by Crestwood or recoveries on Seller’s behalf for any of its Affiliates (other than Newco, Newco Service Company and the benefit of Seller, in either case only up Contributed Entities)) and the Second Closing shall be delayed until such Second Closing Casualty Items are restored. If Crestwood elects to reduce the amount of the Second CEGPS Contribution, such Second Closing Casualty Loss shall not otherwise affect the Second Closing. If the Second Closing Restoration Cost is in excess of an amount equal to 12.5% of the Second CEGPS Contribution, either Party may elect, by Notice to the other Party within 10 Business Days after the finalization of the Second Closing Restoration Cost, to terminate the transactions contemplated by this Agreement to occur at the Second Closing (but not this Agreement). If neither Party terminates the transactions contemplated by this Agreement to occur at the Second Closing pursuant to the preceding sentence, Crestwood shall elect to either (i) repair, restore or replace such Second Closing Casualty Items to their prior condition or (ii) reduce the amount of the Second CEGPS Contribution by 50% of the Second Closing Restoration Cost. If Crestwood elects to repair, restore or replace such Second Closing Casualty Items, Crestwood shall use commercially reasonably efforts to repair, restore or replace the Second Closing Casualty Items to their prior condition (which such repairs, restorations and replacements shall be reasonably satisfactory to CEGPS and shall be paid solely by Crestwood or any of its Affiliates (other than Newco, Newco Service Company and the Contributed Entities)) and the Second Closing shall be delayed until such Second Closing Casualty Items are restored. If Crestwood elects to reduce the amount of the Second CEGPS Contribution, such Second Closing Casualty Loss shall not otherwise affect the Second Closing. If the Second Closing Restoration Cost is less than an amount equal to 1% of the Second CEGPS Contribution, neither CEGPS nor Crestwood shall have the right or option to terminate the transactions contemplated by this Agreement to occur at the Second Closing and there shall be no reduction in the Base Purchase Price. During amount of the period between Second CEGPS Contribution as a result of the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Second Closing Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).

Casualty Loss. If Notwithstanding any contrary provisions of the FacilityTexas Property Code, or if any portion thereof, part of the Improvements on any Tract is damaged or destroyed by fire or other casualty loss on or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof Effective Date and prior to the satisfaction Closing Date (each such affected Tract is referred to in this Section 21 as a “Casualty Affected Tract”), Seller shall elect, in a writing delivered to Buyer on the first to occur of all the closing conditions (the “Satisfaction Date”x) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided thereof, or (y) the Closing Date, to Purchaser elect to either: either (i) subject terminate this Contract as to Seller’s prior written consent, reduce such Casualty Affected Tract in which case the Base Purchase Sales Price shall be reduced by the Restoration Cost; Tract Allocation Price for such Casualty Affected Tract, Seller shall retain all rights to all insurance proceeds payable as a result of such damage and this Contract shall continue in effect as to all of the Property other than the Casualty Affected Tract, or (ii) continue this Contract as to such Casualty Affected Tract in which case (A) at Closing Seller shall assign (subject to the rights of Seller in and to such insurance proceeds in its sole discretioncapacity as a tenant under the Multi-Tenant Property Lease or Single Tenant Property Lease [as applicable] which is to affect such Casualty Affected Tract) to Buyer all of Seller’s rights, terminate this Agreementtitles, and interests in and to all property casualty insurance proceeds attributable to such damage (less any portions thereof which may have been paid by Seller towards the latter case by providing written notice to Seller. To cost of repair), and close the extent Purchaser elects and Seller consents to reduce the amount purchase of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such Property without reduction in the Base Purchase Sales Price. During the period between the Satisfaction Date , and the (B) following Closing, Seller shall consult and Buyer, in their respective capacities as landlord and tenant under the Multi-Tenant Property Lease or Single Tenant Property Lease (as applicable) which affects such Casualty Affected Tract, proceed promptly with Purchaser in respect the repair and restoration of remediating the Improvements on the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss Affected Tract (and promptly filing claims with insurance companies under applicable insurance policies in respect disbursement and application of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect proceeds of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04insurance) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price Multi-Tenant Property Lease or Single Tenant Property Lease (as adjusted pursuant to Section 2.04)applicable) which affects such Casualty Affected Tract. The obligations and agreements of Seller and Buyer set forth in clause (B) of the preceding sentence of this paragraph shall expressly survive Closing.

Casualty Loss. If the Facility(a) If, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Closing Date”) , any part of the PartiesPremises is damaged as the result of fire or other casualty, and the estimated cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date repair of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Pricedamage exceeds $500,000.00, Purchaser shall reduce have the amount of the Base Purchase Price (as adjusted pursuant option to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject accept title to Seller’s prior written consentthe Premises without any abatement of the purchase price whatsoever, reduce in which event, on the Base Purchase Price Closing Date, all of the insurance proceeds shall be assigned by Seller to Purchaser, any monies theretofore received by Seller in connection with such fire or other casualty shall be paid over to Purchaser, and Seller shall reimburse Purchaser an amount equal to the Restoration CostInsurance Deficiency Amount, as hereinafter defined; or (ii) in its sole discretion, terminate this Agreement. In the event that the estimated cost of repair of the damage does not exceed $500,000.00, this Agreement shall remain in full force and effect and Purchaser shall have the latter case option to (i) require Seller to restore the Premises to the same condition they were in immediately prior to such damage or (ii) have all of the insurance proceeds payable as a result of such damage assigned to Purchaser or applied to the Tenant as provided under the Net Lease, and any monies theretofore received by providing written notice Seller in connection with such damage shall be paid over to Seller. To the extent Purchaser elects Purchaser, and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, shall reimburse Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the an amount equal to the Restoration Cost Insurance Deficiency Amount, as hereinafter defined. For all purposes hereof, the term Insurance Deficiency Amount shall mean the sum of all deductibles and other such charges payable by the insured with respect to all insurance policies for which the Base Purchase Price (proceeds may or will be payable as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added a result of damage to the Base Purchase Price Premises. (b) Seller shall not settle any fire or casualty loss claims in connection with the Premises without obtaining Purchaser’s prior reasonable consent in each case. (c) Seller hereby agrees to furnish Purchaser with written notification of any such fire or casualty within five (5) days of such event or such shorter time period as adjusted pursuant may be required by the carrier insuring such fire or casualty for providing such notification to Section 2.04)such carrier.

Casualty Loss. (a) If during the FacilityTerm fifty percent (50%) or more of the Improvements is destroyed or rendered untenantable by fire or other casualties exclusive of Tenant’s improvements not insured under Landlord’s insurance policy, Tenant shall promptly notify Landlord of same within twenty-four (24) hours of such event. Landlord shall assess the condition of the Demised Premises and the availability of insurance proceeds necessary to rebuild the Demised Premises (exclusive of Tenant’s improvements not insured under Landlord’s insurance policies). As promptly as possible given delays beyond Landlord’s control, such as delays caused by the insurers, Landlord shall notify Tenant in writing of the anticipated time necessary to rebuild the Demised Premises, together with its plans of construction. Tenant shall have thirty (30) days from Landlord’s notice to determine whether to (i) remain under lease for the Demised Premises, in which case Landlord shall rebuild the Demised Premises in accordance with its plans, as soon as reasonably practicable, taking into account delay in receiving insurance proceeds, or any portion thereof, (ii) terminate this Lease thereupon the Term shall terminate on such date which is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date of such Restoration Cost amount is provided notice, and all rent and other payments, including, but not limited to, insurance premiums, Taxes and assessments shall be. apportioned to Purchaser elect the date of such termination. If Tenant elects to either: terminate this Lease as aforesaid, then all insurance proceeds available on account of such damage to the Building shall be the sole property of Landlord and Tenant shall have no claim whatsoever with regard thereto. Tenant shall retain proceeds, if any, relating to damage of Tenant’s personal property. If Tenant fails to make such election, it shall be deemed that Tenant has elected “ (i) subject hereof. If Tenant has elected “(i)” hereof, then, during the time of re-construction of the Demised Premises, the rent herein reserved and other charges including, but not limited to, Taxes and insurance premiums, if any, payable hereunder, or a just and proportionate part thereof, according to Seller’s the nature and extent that the Demised Premises shall have been rendered unfit for use and occupation, shall be suspended or abated until the Demised Premises shall have been put in substantially the same condition in which they were immediately prior written consentto such destruction or damage. (b) Notwithstanding the foregoing, reduce if an event of casualty occurs within the Base Purchase Price last two (2) lease years of the Term which would otherwise be covered by the Restoration Cost; subsection “(a)” above, then either Landlord or Tenant, upon sixty (ii60) in its sole discretion, terminate this Agreement, in the latter case by providing days written notice to Seller. To the extent Purchaser elects and Seller consents to reduce other from the amount date Tenant notifies Landlord in writing of the Base Purchase Price pursuant event of casualty, may elect to terminate this Lease, and all rent and other payments, including, but not limited to, insurance premiums, Taxes and assessments shall be apportioned to the date of such termination. In the case of an event of casualty falling under this Section 5.06“31(b)”, Purchaser willLandlord will have no obligation to restore any part of the Demised Premises so damaged. (c) If less than fifty percent (50%) of the Improvements is destroyed or rendered untenantable by fire or other casualties exclusive of Tenant’s improvements not insured under Landlord’s insurance policies, at Sellerthen this Lease will continue in full force and effect, and Landlord shall proceed with reasonable diligence, as soon as reasonably practicable, taking into account delay in receiving insurance proceeds, to repair and restore the Improvements, excluding Tenant’s election: (a) assign improvements not covered by Landlord’s insurance, to Seller any rights substantially the same condition in which they were immediately prior to any contribution available under any rights to such damage or destruction, and the rent herein reserved and other charges including, but not limited to, Taxes and insurance claims premiums, if any, payable hereunder, or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost a just and expenseproportionate part thereof, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up according to the amount of such reduction in nature and extent that the Base Purchase Price. During the period between the Satisfaction Date Demised Premises shall have been rendered unfit for use and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06occupation, shall be added suspended or abated until the Demised Premises shall have been put in substantially the same condition in which they were immediately prior to such destruction or damage. Notwithstanding the foregoing, Landlord shall have no obligation to restore the Demised Premises in the event of casualty under this Section “31(c)” during the last two (2) years of the Term. (d) In determining what constitutes reasonable diligence within the meaning of this Section “31”, consideration shall be given to delays caused by strike, adjustment of insurance and other causes beyond the Landlord’s control. (e) If any dispute arises between the parties as to the Base Purchase Price extent of the damage referred to in subsection “(a)” or (c)” hereof, or if there is a dispute as adjusted pursuant to what constitutes a just and proportionate part of the rent as referred to in subsection “(c)” hereof, and the parties are unable to agree thereon, a determination shall be made by the disinterested appraiser agreed upon by the parties. Such appraiser shall be one regularly engaged in the business of making such appraisals of fire damage to industrial and commercial buildings. If the parties are unable to agree upon the selection of one such appraiser, each party shall appoint its own appraiser, who in turn shall appoint determination of the majority shall be accepted by the parties as binding. Such appraisers shall be appointed within twenty (20) days of the occurrence of the fire or other casualty. (f) This Section 2.04)“31” constitutes an express agreement governing damage or destruction of the Demised Premises or the Improvements by fire or other casualty, and neither Section 227 of the Real Property Law of the State of New York which provides for such contingency in the absence of an express agreement, nor any other laws of similar import now or hereafter in effect, shall have any application in any such case.

Casualty Loss. If 4.1 The Tenant covenants and agrees to use its best efforts to develop and finalize the Facilityplans and specifications needed to perform the Casualty Scope of Work (collectively, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty LossPlans”) after and the date hereof and prior budget (“Casualty Budget”) for submission to the satisfaction of all Landlord for its approval, which approval will not be unreasonably withheld. 4.2 The Tenant shall be responsible to engage a licensed contractor, (contractor is subject to the closing conditions (the “Satisfaction Date”) reasonable approval of the Parties, Landlord which approval shall not be unreasonably approved) to repair and/or replace the damage caused by the Casualty Loss and to perform the cost Casualty Scope of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of Work in accordance with the Casualty Plans and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise applicable law. The Tenant agrees that there shall be no changes to the Casualty Loss, Plans without the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Landlord which consent shall not be unreasonably withheld. 4.3 The Tenant shall be responsible to pay for all costs and expenses incurred in repairing and/or replacing the damage caused by the Casualty Loss and to perform the Casualty Scope of Work in accordance with the Casualty Plans and applicable law. 4.4 The Tenant will use best efforts to ensure that the Casualty Scope of Work will be completed no later than nine (9) months following the date of execution of this Second Amendment. If requested by Tenant, provided the Tenant has made reasonable progress towards completing the Casualty Scope of Work in the reasonable opinion of the Landlord, then the Landlord will grant Tenant an additional three (3) months to complete. 4.5 Tenant shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Pricepermit any mechanics’, Purchaser may, by notice laborers’ or materialmen’s liens to Seller at any time prior to stand against Landlord’s Property or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to SellerTenant’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, interest in the latter case by providing written notice Premises, this Lease, or the estate created hereby for any labor or materials furnished to Seller. To Tenant or claimed to have been furnished to Tenant in connection with the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies the Casualty Scope of Work performed or claimed to have been performed in respect or on the Premises by or at the direction or sufferance of such Casualty LossTenant. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect Upon completion of the Restoration Cost, Casualty Scope of Work the amounts of such actual capital expenditures, up Tenant shall submit to the amount equal Landlord, lien waivers signed by the contractor hired by the Tenant to perform the Casualty Scope of Work (the form and content of the lien waivers subject to the Restoration Cost by approval of the Landlord, which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall approval will not be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)unreasonably withheld.

Casualty Loss. If the Facility, Premises or any portion thereof, part thereof is damaged or destroyed by casualty loss fire or as a result of any factother casualty, event or circumstance which would reasonably be expected Tenant shall give Landlord prompt notice thereof, and Tenant, at its own cost and expense, shall promptly and with due diligence proceed to have, individually or in repair and restore the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and Premises to substantially their condition immediately prior to such occurrence, with such alterations as Tenant may elect in accordance with Section 5.2.3. Such repair and restoration shall be subject to the satisfaction of all the closing same terms and conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any as are imposed on alterations by Section 5.2.3. 7.1.1 All insurance proceeds received by HoldCo Lender or the Subsidiary for Proceeds Trustee, as the case may be, on account of such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser damage or destruction less the actual cost, fees and Seller expenses, if any, incurred in connection with adjustment and selected by Purchaser and Seller in good faith and promptly after the date collection of the event giving rise loss, shall be applied by Lender or the Proceeds Trustee, as the case may be, to pay or reimburse Tenant for the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) payment of the Base Purchase Pricecost of restoration, Purchaser including the cost of temporary repairs and the protection of property pending the completion of restoration. Such proceeds shall reduce be paid out from time to time as such restoration progresses upon the request of Tenant, and upon Tenant providing Lender or the Proceeds Trustee with reasonable evidence that: (a) the amount of proceeds remaining after each payment to Tenant will be sufficient to complete the Base Purchase Price restoration and (as adjusted pursuant b) the Premises are not subject to Section 2.04) by any liens arising from the amount restoration. Any such proceeds remaining after completion of the Restoration Cost and, subject restoration shall be paid to Tenant. 7.1.2 If during the prior written consent last three (3) years of the SellerTerm the Premises or any part thereof is substantially damaged or destroyed by fire or other casualty, and such Casualty Loss and shall damage or destruction cannot affect in the Closing. If the Restoration Cost is in excess opinion of ten percent an independent professional engineer selected by Tenant to whom neither Landlord or Lender have made a reasonable objection within five (10%5) business days after receipt of written notice of the Base Purchase Priceidentity thereof, Purchaser maybe repaired within sixty (60) days from the date on which the casualty loss occurs, then Tenant shall have the right to terminate this Lease by notice given to Seller at any time prior to or Landlord within thirty (30) days after the date of such Restoration Cost amount casualty loss effective thirty (30) days after such notice is provided to Purchaser elect to either: (i) subject to Seller’s prior written consentreceived by Landlord. Simultaneously with the giving of such notice by Tenant, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s electionTenant shall: (a) pay or assign to Seller any rights to any contribution available Landlord all sums recoverable under any rights to policies of insurance claims or recoveries available under insurance policies covering such Facilitythe building on the Premises; or and (b) at Seller’s sole cost pay to Landlord the Fixed Rent and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf Additional Rent for the benefit of Seller, in either case only period up to and including the amount termination date. Fixed Rent and Additional Rent shall not abatx xx reason of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closingcasualty loss, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect except that if Tenant exercises its right to such Casualty Loss and promptly filing claims with insurance companies terminate under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Costthis Section, the amounts of such actual capital expenditures, up Fixed Rent and Additional Rent shall be prorated to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)termination date.

Casualty Loss. If If, prior to Closing, a portion of the Facility, or any portion thereof, Properties is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof , Seller and prior Buyer shall meet to attempt to agree on an adjustment to the satisfaction of all Purchase Price reflecting the closing conditions (the “Satisfaction Date”) "reduction in value" of the PartiesProperties because of such Casualty Loss. For this purpose, and "reduction in value" is based on the cost principle that Seller should generally bear the costs of restoring such damaged or destroyed Facility repairing the Properties to a condition reasonably comparable to its the state existing immediately prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, but if such repair results in equipment or facilities that are newer than or upgraded from that which existed immediately prior to the “Restoration Cost”Casualty Loss, Buyer should bear a portion of such costs that is equitable under the circumstances because of the benefit to Buyer of such newer or upgraded equipment or facilities. Except as to those Real Properties with a negative Buyer's Allocation, no adjustment associated with a Casualty Loss shall exceed Buyer's Allocation for the affected Property. For those Real Properties with a negative Buyer's Allocation, Buyer may give Seller written notice at least five (5) does Business Days prior to Closing and exclude from this Agreement the Real Property subject to the Casualty Loss and increase the Purchase Price by an amount equal to the Buyer's Allocation for such Real Property. If the Parties are unable to agree on resolution of a Casualty Loss, the Parties shall Close with the Purchase Price being reduced by Seller's estimate of the reduction in the value of the Properties as a result of the Casualty Loss; provided, however, either Party may, within sixty (60) Days after the Closing Date (but not later), initiate binding arbitration in accordance with Article 18.1 to resolve the dispute. Any claim for a Casualty Loss not referred to arbitration within sixty (60) Days after Closing shall be deemed waived. Notwithstanding the preceding, if a platform is damaged or destroyed by a Casualty Loss, Buyer may elect by notice to Seller at least five (5) Business Days prior to the Closing Date to exclude from this Agreement the Real Properties on which wells served by such platform are located and other related Propxxxxxs and the Purchase Price shall be reduced by Buyer's Allocations for such Real Properties, and no other adjustment shall be made with respect to such platform and other Properties. Seller shall retain any and all insurance proceeds and other payments associated with or attributable to any pre-Closing Casualty Loss. Notwithstanding the foregoing, if the aggregate Casualty Losses and Property exclusions under this Article exceed ten twenty-five percent (1025%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser either Party may, by notice to Seller the other at any time least one Business Day prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser Closing, elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available Agreement under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Article 17.1.5.

Casualty Loss. 15.1 Contributor shall continue to maintain the fire and extended coverage insurance policies, annexed hereto as Schedule 15.1, with respect to the Property (the "Insurance Policies") which are currently in effect through the Closing. 15.2 If at any time prior to the Facility, or Closing Date any portion thereof, of the Real Property is destroyed or damaged or destroyed by casualty loss or as a result of fire or any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect other casualty (a “"Casualty"), Contributor shall promptly give written notice ("Casualty Loss”Notice") after thereof to CRLP along with Contributor's estimate, given in good faith, of the date hereof and prior cost to repair as a result of the satisfaction of all the closing conditions Casualty (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration "Repair Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing"). If the Restoration Repair Cost is in excess of $1,000,000.00 then within ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consentreceipt of the Casualty Notice, reduce CRLP shall have the Base Purchase Price by the Restoration Cost; or (ii) in right, at its sole discretionoption, of terminating this Agreement by written notice to Contributor given within ten (10) days after receipt of the Casualty Notice. If CRLP does not terminate this Agreement, in the latter case by providing written notice proceeds of any insurance with respect to Seller. To the extent Purchaser elects Real Property paid between the date of this Agreement and Seller consents to reduce the Closing Date plus the amount of Contributor's deductible under the Base Purchase Price pursuant policy insuring the Casualty shall be paid to this Section 5.06CRLP at Closing, Purchaser will, at Seller’s election: (a) assign to Seller any and all unpaid claims and rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up connection with losses to the amount Property shall be assigned to CRLP at Closing without in any manner affecting the Consideration. 15.3 Contributor shall cause all temporary repairs to be made to the Real Property as shall be required to prevent further deterioration and damage to the Real Property prior to the Closing Date provided, however, that any such repairs shall first be approved by CRLP, except if there is an emergency. Contributor shall have the right to be reimbursed from the proceeds of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work any insurance with respect to the Real Property paid between the date of this Agreement and the Closing Date for the cost of all such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)repairs.

Casualty Loss. (a) If the Facility, or any portion thereof, Mortgaged Property is damaged or destroyed by casualty loss or as a result of any factdestroyed, event or circumstance which would reasonably be expected to have, individually in whole or in the aggregatepart, a Material Adverse Effect by fire or other casualty (a “Casualty Loss”) after the date hereof "Casualty"), Borrower shall give prompt -------- notice thereof to Lender. Borrower hereby authorizes and prior empowers Lender to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Partiessettle, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to adjxxx xx xompromise any claims for any insurance proceeds received by HoldCo arising from any Casualty (the "Insurance Proceeds"), to receive such Insurance Proceeds and ------------------ to retain and apply such Insurance Proceeds as set forth herein. If no Event of Default (hereinafter defined), or event which with the Subsidiary for such restoration) (such cost giving of notice or passage of time, or both, would give rise to an Event of Default, has occurred as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after of the date of the event giving rise Casualty or as of the date any Insurance Proceeds are to be paid or disbursed to Borrower, then: (i) If the aggregate amount of any Insurance Proceeds resulting from a Casualty is equal to $25,000.00 or less, such Insurance Proceeds shall be paid directly to Borrower and shall be applied by Borrower to the prompt repair and replacement of the Mortgaged Property; (ii) If the aggregate amount of any Insurance Proceeds resulting from a Casualty Loss(or series of related Casualties) exceeds $25,000.00 and the value of the Mortgaged Property immediately following such Casualty remains greater than fifty percent (50%) of its value immediately prior to such Casualty, then all Insurance Proceeds from such Casualty shall be paid to Lender; provided, however, that so long as no Event of Default exists and subject to the “Restoration Cost”requirements set forth herein, Lender shall disburse such amounts of the Insurance Proceeds (after deduction for Lender's costs and expenses of collection) as Lender reasonably deems necessary for the repair or replacement of the Mortgaged Property, with any balance remaining after such disbursement being applied by Lender to the Debt in such priority and proportions as Lender deems proper; (iii) If the value of the Mortgaged Property immediately following any Casualty (or series of related Casualties) does not exceed ten fifty percent (1050%) of its value immediately prior to such Casualties, then all Insurance Proceeds from such Casualties shall be paid directly to Lender and Lender, at its discretion may declare the Base Purchase Priceentire Debt to be immediately due and payable and apply all such Insurance Proceeds, Purchaser after deduction for Lender's costs and expenses of collection, to the Debt in such priority and proportions as Lender deems proper. In the event Lender does not declare the entire Debt to be immediately due and payable, Borrower shall reduce the amount promptly repair, replace or rebuild any part of the Base Purchase Price (as adjusted pursuant to Section 2.04) Mortgaged Property destroyed by the amount of the Restoration Cost andsuch Casualty. In such event, subject to the prior written consent requirements set forth herein, Lender shall disburse such amounts of the SellerInsurance Proceeds as Lender reasonably deems necessary for the repair or replacement of the Mortgaged Property, with any balance remaining after such disbursement being applied by Lender to the Debt in such priority and proportions as Lender deems proper; and (iv) If no Event of Default (as hereinafter defined) has occurred, and no event has occurred that with notice and/or the passage of time, or both, would constitute an Event of Default, then no Prepayment Consideration (as defined in the Note) will be then due with respect to any application of Insurance Proceeds to the Debt pursuant to subclauses (ii) or (iii) above, or with respect to any required prepayment of the entire Debt pursuant to Lender's election to declare the entire Debt to be ixxxxxxtely due and payable pursuant to subclause (iii) above. An Event of Default which existed but which was completely cured prior to the date of Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess itself give rise to any Prepayment Consideration under this subsection. (b) All disbursements of ten percent (10%) any portion of the Base Purchase Priceany Insurance Proceeds held by Lender shall be subject to all terms and conditions deemed necessary by Lender, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to eitherincluding: (i) subject to Seller’s prior written consentLender's receipt of satisfactory requests for disbursements, reduce the Base Purchase Price by the Restoration Costpaid bills and lien waivers, architect certificates or other certificates, and certificates or endorsements from title insurance companies; or (ii) in its sole discretionBorrower's deposit with Lender of any additional funds necessary to supplement the Insurance Proceeds, terminate this Agreementso as to cover, in advance, the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount entire cost of the Base Purchase Price pursuant necessary repairs or replacements to this Section 5.06, Purchaser willthe Mortgaged Property as established by the certificate of an architect or engineer (employed by Lender at Borrower's expense); (iii) such architect's or engixxxx'x determination that such repairs or replacements may be effected within a period of six (6) months or less; (iv) Borrower's prompt and diligent completion of such repairs or replacements in accordance with plans and specifications submitted to and approved by Lender; and (v) Lender's inspection, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole Borrower's cost and expense, use commercially reasonable efforts of the repairs or replacements to pursue the Mortgaged Property to verify that such repairs or replacements have been completed in a good and workmanlike manner and are otherwise acceptable to Lender. Lender, whether in possession of the Premises or not, shall not have any obligation to advance or make funds other than the Insurance Proceeds available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller repair or HoldCo or the Subsidiary has made any actual capital expenditures in respect replacement of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Mortgaged Property.

Casualty Loss. If the Facility(a) If, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Closing Date”) , any part of the PartiesPremises is damaged as the result of fire or other casualty, and the estimated cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date repair of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Pricedamage exceeds $500,000.00, Purchaser shall reduce have the amount of the Base Purchase Price (as adjusted pursuant option to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject accept title to Seller’s prior written consentthe Premises without any abatement of the purchase price whatsoever, reduce in which event, on the Base Purchase Price Closing Date, all of the insurance proceeds shall be assigned by Seller to Purchaser, any monies theretofore received by Seller in connection with such fire or other casualty shall be paid over to Purchaser, and Seller shall reimburse Purchaser an amount equal to the Restoration CostInsurance Deficiency Amount, as hereinafter defined; or (ii) in its sole discretion, terminate this Agreement. In the event that the estimated cost of repair of the damage does not exceed $500,000.00, this Agreement shall remain in full force and effect and Purchaser shall have the latter case option to (i) require Seller to restore the Premises to the same condition they were in immediately prior to such damage or (ii) have all of the insurance proceeds payable as a result of such damage assigned to Purchaser or applied to the Tenant as provided under the Net Lease, and any monies theretofore received by providing written notice Seller in connection with such damage shall be paid over to Seller. To the extent Purchaser elects Purchaser, and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, shall reimburse Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the an amount equal to the Restoration Cost Insurance Deficiency Amount, as hereinafter defined. For all purposes hereof, the term Insurance Deficiency Amount shall mean the sum of all deductibles and other such charges payable by the insured with respect to all insurance policies for which the Base Purchase Price (proceeds may or will be payable as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added a result of damage to the Base Purchase Price Premises. (b) Seller shall not settle any fire or casualty loss claims in connection with the Premises without obtaining Purchaser's prior reasonable consent in each case. (c) Seller hereby agrees to furnish Purchaser with written notification of any such fire or casualty within five (5) days of such event or such shorter time period as adjusted pursuant may be required by the carrier insuring such fire or casualty for providing such notification to Section 2.04)such carrier.

Casualty Loss. If If, prior to Closing, any of the Facility, or any portion thereof, is material assets of the Companies are damaged or destroyed by fire or other casualty loss or as a result are taken or threatened to be taken in condemnation or under the right of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect eminent domain (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the estimated cost of restoring to repair or replace, as applicable, such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restorationasset(s) (such cost with equipment of similar utility) as estimated reasonably agreed to by a qualified firm reasonably acceptable to Purchaser the Companies and Seller and selected by Purchaser and Seller the Buyer Parties in good faith and promptly after exceeds the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) aggregate proceeds actually received by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available Companies under any rights to indemnity, bond, insurance claims policy or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work similar recovery right with respect to such Casualty Loss (the amount of such estimated cost in excess of proceeds received, the “Excess Casualty Loss”), then the Merger Consideration shall be reduced by the amount of such Excess Casualty Loss; provided, however, (a) if the estimated cost to repair or replace, as applicable, such asset(s) (with equipment of similar utility) as reasonably agreed to by the Companies and promptly filing claims the Buyer Parties in good faith, in the aggregate with respect to all assets, exceeds $15,000,000, then, at the Buyer Parties’ option, the Buyer Parties may elect to terminate this Agreement and (b) if the Merger Consideration is reduced by the Excess Casualty Loss with respect to a Casualty Loss and the Buyer Parties or any of the Companies shall receive after the Closing any additional proceeds with respect to such Casualty Loss under any indemnity, bond, insurance companies under applicable insurance policies in policy or similar recovery right with respect of to such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expendituresproceeds, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) Merger Consideration was reduced in accordance with this Section 5.06reduced, shall be added delivered by the Buyer Parties to an account designated by the Base Purchase Price Owner Representative within five (as adjusted pursuant 5) Business Days of receipt thereof. If the Excess Casualty Loss exceeds $4,000,000, the Companies may elect to terminate this Agreement without any liability unless the Buyer Parties agree to reduce the Merger Consideration with respect to such Casualty Loss by only $4,000,000 rather than the full amount of the Excess Casualty Loss and waive any right to receive or recover from the Companies any additional amount in respect thereof. This Section 2.04)7.4 shall be the sole and exclusive remedy of the Buyer Parties with respect to a Casualty Loss occurring between the date of the execution of this Agreement and the Closing Date.

Casualty Loss. If the Facility, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary Subsidiaries for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing; provided, however, that if Seller does not provide such written consent within thirty (30) days after the date the Restoration Cost is provided to the Parties, then Purchaser may, in its sole discretion, terminate this Agreement by providing written notice thereof to the Seller. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or Seller, HoldCo or the any Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).

Casualty Loss. If If, between the Facilitydate hereof and the applicable Closing Date, there shall occur any physical damage to or destruction of, or theft of similar loss of, any portion thereofof the tangible assets constituting (or that, is damaged or destroyed by casualty loss or as but for such occurrence, would have constituted) a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Purchased Asset (a “Casualty Loss”), then (a) after the date hereof and prior if such Casualty Loss is material to the satisfaction of all the closing conditions (the “Satisfaction Date”) applicable Portion of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo Business or the Subsidiary for Purchased Assets relating to such restoration) (such cost as estimated by a qualified firm reasonably acceptable Closing, the Seller shall promptly give notice to the Purchaser thereof and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) Seller’s estimate of the Base Purchase Price, Purchaser shall reduce the amount of casualty insurance, if any, payable to the Base Purchase Price Seller or its Affiliates in respect thereof, (b) the Seller shall use its commercially reasonable efforts to replace or repair (as adjusted pursuant applicable) the Purchased Assets related to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect (c) if the Closing. If the Restoration Cost applicable Closing is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date consummated notwithstanding such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including and if such damaged, destroyed, stolen or lost tangible assets have not been repaired or replaced as of such Closing Date, then, without duplication or limitation of the Purchaser’s other rights hereunder, promptly commencing after any casualty or business interruption insurance proceeds payable to the restoration work Seller or its Affiliates with respect to such Casualty Loss have been collected, the Seller shall, or shall cause its Affiliates to, pay to the Purchaser (i) the net amount, if any, of the aggregate casualty insurance proceeds described above that were paid to the Seller or its Affiliates in connection with such Casualty Loss after deducting from such aggregate proceeds an amount equal to the aggregate amount of the costs and promptly filing claims expenses incurred by the Seller or its Affiliates prior to the applicable Closing Date in connection with the repair or replacement of such damaged, destroyed, stolen assets and (ii) the net amount, if any, of the aggregate business interruption insurance companies proceeds described above that were paid to the Seller or its Affiliates in connection with such Casualty Loss after deducting from such aggregate amount an amount equal to the amount of the insured Losses incurred by the Seller or its Affiliate prior to the applicable Closing Date. The Seller shall, and shall cause its Affiliates to, use commercially efforts to collect amounts due (if any) under applicable insurance policies in respect of such any Casualty Loss. To The amount of any insurance proceeds paid to the extent Seller or HoldCo or Purchaser shall not be included for any purposes in the Subsidiary has made any actual capital expenditures in respect calculation of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced Closing Net Working Capital or Closing Net Cash. Nothing in accordance with this Section 5.06, 5.11 shall be added to affect the Base Purchase Price (as adjusted pursuant to Section 2.04)Purchaser’s rights under Article 6.

Casualty Loss. If the Facility, or any portion thereof, is damaged or destroyed by casualty loss or as a result Lessee shall notify Lessor of any fact, event Casualty Loss or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect repairable damage to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost Equipment as estimated by a qualified firm soon as reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly practicable after the date of any such occurrence but in no event later than 30 days after such occurrence. In the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such any Casualty Loss and shall not affect occur, on the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the next Rent payment date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: Lessee shall (a) assign to Seller any rights to any contribution available under any rights to insurance claims at Lessee’s option provided no Lessee Default has occurred nor an event that with the passage of time or recoveries available under insurance policies covering such Facility; provision of notice would constitute a Lessee Default has occurred and is continuing or (b) at SellerLessor’s sole cost option if a Lessee Default has occurred or an event that with the passage of time or provision of notice would constitute a Lessee Default has occurred and expenseis continuing, use commercially reasonable efforts (1) subject to pursue such available contributionSection 7 hereof, claims or recoveries on Seller’s behalf for pay Lessor the benefit Stipulated Loss Value of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating Equipment suffering the Casualty Loss, including promptly commencing or (2) substitute and replace each item of Equipment suffering the restoration work Casualty Loss with an item of Substitute Equipment. If Lessee shall pay the Stipulated Loss Value of the Equipment suffering a Casualty Loss, upon Lessor’s receipt in full of such payment the applicable Lease shall terminate as it relates to such Equipment and, except as provided in Section 28, Lessee shall be relieved of all obligations under the applicable Lease as it relates to such Equipment. If Lessee shall replace Equipment suffering a Casualty Loss with items of Substitute Equipment the applicable Lease shall continue in full force and effect without any abatement of Rent with such Substitute Equipment thereafter being deemed to be Equipment leased thereunder. Upon Lessor’s receipt of such payment of Stipulated Loss Value in full or replacement of the Equipment suffering the Casualty Loss with Substitute Equipment, Lessor shall transfer to Lessee all of Lessor’s interest in the Equipment suffering the Casualty Loss “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor. In the event of any repairable damage to any Equipment, the Lease shall continue with respect to such Casualty Loss Equipment without any abatement of Rent and Lessee shall, at its expense, from insurance proceeds or other funds legally available, promptly filing claims with insurance companies under applicable insurance policies in respect of cause such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up Equipment to be repaired to the amount equal condition it is required to the Restoration Cost by which the Base Purchase Price (as adjusted be maintained pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)11.

Casualty Loss. If the Facility, or any portion thereof, is damaged or destroyed by casualty loss or as a result (a) DEFS shall promptly notify BUYER of any fact, event or circumstance Casualty Loss of which would DEFS becomes aware prior to the Closing. If a Casualty Loss occurs that could reasonably be expected to havehave a Material Adverse Effect, individually DEFS or in BUYER shall have the aggregate, right to extend the Closing Date for up to 45 days for the purpose of repairing or replacing the Assets destroyed or damaged by the Casualty Loss. If DEFS does not repair or replace the Assets destroyed or damaged by a Casualty Loss that could reasonably be expected to have a Material Adverse Effect (and the Parties are unable to agree on a “Casualty Loss”) after the date hereof and prior reduction to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility Purchase Price to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary compensate BUYER for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, BUYER may terminate this Agreement upon fifteen (15) days written notice to DEFS. Unless DEFS exercises its right to terminate the “Restoration Cost”Agreement under Section 7.6, DEFS shall repair or replace the Assets destroyed or damaged by a Casualty Loss if the same is not reasonably expected to have a Material Adverse Effect. (b) does If this Agreement is not exceed ten percent terminated by BUYER as provided in Section 7.2(a), BUYER'S sole remedy with respect to any Casualty Loss in respect of Assets which are not repaired or replaced prior to the Closing is, at BUYER'S election, to (10%i) reduce the Purchase Price by an amount estimated by DEFS and agreed to by BUYER to be equal to the repair or replacement cost of the Base Purchase PriceAssets affected by the Casualty Loss; provided that, Purchaser if the Parties cannot agree, then the Closing shall reduce occur and either Party may submit the amount determination of the Base Purchase Price (as adjusted costs of the Casualty Loss for resolution pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement12.8, in the latter which case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06any insurance, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims condemnation or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work taking proceeds with respect to such Casualty Loss and promptly filing claims shall be the sole property of DEFS, or (ii) accept the Assets with insurance companies under applicable insurance policies in respect no adjustment to the Purchase Price, but with BUYER being entitled to receive as BUYER'S sole property all insurance, condemnation or taking proceeds, on account of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made , plus any actual capital expenditures insurance deductible (in respect of the Restoration Costwhich case, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, insurance deductible shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04payable by DEFS).

Casualty Loss. If the FacilityProject, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility Project to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo Holdco or the Subsidiary Project Company for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing; provided, however, that if Seller does not provide such written consent within thirty (30) days after the date the Restoration Cost is provided to the Parties, then Purchaser may, in its sole discretion, terminate this Agreement by providing written notice thereof to the Seller. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facilitythe Project; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo Seller, Holdco or the Subsidiary Project Company has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).

Casualty Loss. If 16.1 RM shall continue to maintain, in all material respects, the Facilityfire and extended coverage insurance policies with respect to the Property (the "Insurance Policies") which are currently in effect, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after through the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo that said coverage currently expires or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty LossClosing, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Pricewhichever is later, Purchaser which obligation shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect survive the Closing. . 16.2 If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to the Closing Date all or within thirty any portion of the Property is destroyed or damaged as a result of fire or any other casualty (30a "Casualty"), RM shall promptly give written notice ("Casualty Notice") days after thereof to CRLP. CRLP shall not have the date such Restoration Cost amount is provided right to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, provided that (a) RM's insurance fully covers the damage resulting from the Casualty, (b) subject to the rights of any holders of existing debt, the proceeds of any insurance, together with a credit equal to RM's deductible under the Insurance Policies, shall be paid to CRLP at the time of the Closing, (c) all unpaid claims and rights in connection with losses to the Property shall be assigned to CRLP at Closing without in any manner affecting the consideration hereunder, (d) the Tenants do not have a right to terminate their Leases as a result of the Casualty, (e) there is adequate rent interruption insurance in place for a period of at least (2) years, and (f) all governmental approvals are available to permit the Real Property to be rebuilt. If any of the provisos set forth in the latter case by providing written notice preceding sentence are not met, CRLP shall have the right to Seller. To terminate this Agreement in its entirety. 16.3 If a Property is the extent Purchaser elects subject of a Casualty but CRLP does not terminate this Agreement pursuant to the provisions of this Section, then RM shall prior to the Closing Date cause all temporary repairs to be made to the Property as shall be required to prevent further deterioration and Seller consents damage to reduce the Property and to protect public health and safety, provided, the cost of any such repairs shall not exceed the amount of proceeds made available to RM. RM shall have the Base Purchase Price pursuant right to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller be reimbursed from the proceeds of any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect the Property for the cost of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)temporary repairs.

Casualty Loss. 15.1 Seller shall maintain fire and extended coverage insurance policies with respect to the Property (the "Policy") in effect until the time of the Closing which is at least equivalent in all material respects to the insurance policies covering the Property as of the date hereof, which insurance Seller represents is customary and prudent for the assets owned by Seller. 15.2 If at any time prior to the Facility, or Closing Date any portion thereof, of the Property is destroyed or damaged or destroyed by casualty loss or as a result of fire or any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect other casualty (a “"Casualty"), Seller shall promptly give written notice ("Casualty Loss”Notice") after thereof to Purchaser along with Seller's estimate, given in good faith, of the date hereof and prior cost to repair as a result of the satisfaction of all the closing conditions Casualty (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration "Repair Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing"). If the Restoration Repair Cost is in excess of ten percent three (103%) percent of the Base Purchase Price, then Purchaser mayshall have the right, at its sole option, of terminating this Agreement by written notice to Seller at any time prior to or given within thirty fifteen (3015) days after receipt of the date such Restoration Cost amount is provided to Casualty Notice. If Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, does not terminate this Agreement, in the latter case by providing written notice proceeds of any insurance with respect to Seller. To the extent Purchaser elects Property paid between the date of this Agreement and Seller consents to reduce the Closing Date plus the amount of Seller's deductible under the Base Purchase Price pursuant policy insuring the Casualty shall be paid to this Section 5.06Purchaser at Closing, Purchaser will, at Seller’s election: (a) assign to Seller any and all unpaid claims and rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up connection with losses to the amount of such reduction Property shall be assigned to Purchaser at Closing without in any manner affecting the Base Purchase Price. During the period between the Satisfaction Date and the Closing, . 15.3 Seller shall consult with Purchaser in respect cause all temporary repairs to be made to the Property as shall be required to prevent further deterioration and damage to the Property prior to the Closing Date; provided, however, that any such repairs shall first be approved by Purchaser, which approval shall not be unreasonably delayed or withheld. Seller shall have the right to be reimbursed from the proceeds of remediating the Casualty Loss, including promptly commencing the restoration work any insurance with respect to the Property paid between the date of this Agreement and the Closing Date for the cost of all such Casualty Loss and promptly filing repairs. 15.4 Seller shall not settle or compromise any insurance claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)without Purchaser's prior written consent.

Casualty Loss. If any of the FacilityFacilities, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by Laredo HoldCo, Tapestry HoldCo or the Subsidiary Subsidiaries for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing; provided, however, that if Seller does not provide such written consent within thirty (30) days after the date the Restoration Cost is provided to the Parties, then Purchaser may, in its sole discretion, terminate this Agreement by providing written notice thereof to the Seller. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or Seller, Laredo HoldCo, Tapestry HoldCo or the any Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).

Casualty Loss. If the FacilityIf, or prior to Closing, any portion thereof, Property is substantially damaged or destroyed by fire or other casualty loss ("Casualty Defect"), Seller shall notify Purchaser promptly after Seller learns of such event. Seller shall have the right, but not the obligation, to cure any such Casualty Defect by repairing such damage or, in the case of personal property, fixtures, replacing the Property affected thereby with equivalent items, no later than the date of Closing. If any Casualty Defects exist at Closing, Purchaser may proceed to purchase the Property affected thereby, and the Purchase Price shall be reduced by the aggregate reduction in the value of such Property on account of such Casualty Defects, as determined by the mutual agreement of the Parties, or if the Parties are unable to agree on the reduction of the Purchase Price, then the affected Property shall be excluded from the Property to be acquired by Purchaser hereunder, and the Purchase Price shall be reduced by the Allocated Purchase Price for such Property. Notwithstanding anything to the contrary contained herein, Seller shall be entitled to retain all insurance proceeds and claims against other Parties in respect of any such Casualty Defect which occurs prior to closing unless no reduction is made in the Purchase Price as a result of any factsuch Casualty Defect, in which event or circumstance which would reasonably Purchaser shall be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior entitled to the satisfaction of all insurance proceeds and claims against other Parties arising from such Casualty Defect. (a) Seller is a corporation duly organized, validly existing, and in good standing under the closing conditions (the “Satisfaction Date”) laws of the PartiesState of Louisiana; (ii) Seller is duly qualified to transact business in each jurisdiction where the nature and extent of its business and properties require the same in order for it to perform its obligations under this Agreement; and (iii) Seller possesses all requisite authority, power, licenses, permits, and franchises to conduct its business and execute, deliver, and comply with the terms and provisions of this Agreement and any other document, instrument, or agreement provided for herein, including the Assignment, all of which have been duly authorized and approved by all necessary corporate action and for which no further approval or consent is required. (b) This Agreement has been duly executed and delivered on behalf of Seller and is binding and enforceable against Seller in accordance with its terms and at the Closing. All documents and instruments required hereunder to be executed and delivered by Seller shall have been duly executed and delivered at Closing, and the cost execution, delivery, and performance of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received this Agreement by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and the consummation of transactions contemplated hereby will not constitute a breach of, an event of default under, a violation of, or a conflict with any agreement or other instrument to which Seller in good faith and promptly after the date of the event giving rise is a party (except to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, extent such Casualty Loss and shall not affect instrument may be released at the Closing. If ), nor will the Restoration Cost is same cause Seller to be in excess violation of ten percent (10%) their Articles of Incorporation or Bylaws, as the Base Purchase Pricecase may be, Purchaser may, by notice to Seller at or any time prior to applicable laws or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; regulations or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount any order of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims court or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)governmental agency having jurisdiction.

Casualty Loss. In the event of a Casualty Loss, the Seller shall provide prompt notice thereof to Purchaser, and the following shall apply: (a) If the FacilityCasualty Loss results in a loss of less than thirty percent (30%) of the Purchase Price (the “Casualty Threshold Amount”) as reasonably estimated by Seller, (i) Purchaser will proceed to Closing, (ii) the Seller Parties shall have no obligation to repair or restore the Real Property or any portion thereof and (iii) (A) Purchaser will be entitled to retain all of the Company’s rights to insurance proceeds or condemnation proceeds and any and all insurance proceeds or condemnation proceeds actually received, except to the extent such insurance is related to business interruption for losses sustained before the Apportionment Time or extraordinary expenses incurred by Seller before the Closing and (B) the Purchase Price shall be reduced by any amount representing the deductible amount under the applicable insurance policy of the Company and, in connection with a Casualty Loss that is not related to condemnation or eminent domain, the amount of any uninsured loss up to thirty percent (30%) of the Purchase Price; or (b) If the Casualty Loss equals or exceeds the Casualty Threshold Amount, then within fifteen (15) Business Days after receipt of notice of such Casualty Loss from the Seller, Purchaser shall deliver a written notice to the Seller stating that Purchaser elects, at its option, to either: (i) proceed to Closing, in which case (A) the Closing Date may be extended by Purchaser’s election by up to thirty (30) days, (B) the Seller Parties shall have no obligation to repair or restore the Real Property or any portion thereof, (C) Purchaser will be entitled to retain all of the Company’s rights to insurance proceeds or condemnation proceeds and any and all insurance proceeds or condemnation proceeds actually received, except to the extent such insurance is damaged related to business interruption for losses sustained before the Apportionment Time or destroyed extraordinary expenses incurred by casualty loss Seller before the Closing and (D) the Purchase Price shall be reduced by any amount representing the deductible amount under the applicable insurance policy of the Company and, in connection with a Casualty Loss that is not related to condemnation or as a result eminent domain, the amount of any fact, event or circumstance which would reasonably be expected uninsured loss up to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten thirty percent (1030%) of the Base Purchase Price, ; or (ii) elect not to proceed to Closing and terminate this Agreement in which case Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant provide written notice thereof to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and the Deposit shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Pricebe returned to Purchaser, Purchaser maythis Agreement shall be terminated, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller Parties shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect have no further liability to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (each other except as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)otherwise specifically provided herein.

Casualty Loss. If Grantor shall not be deemed to be in default of this Agreement if the Facility, or any Parking Garage within which a portion thereof, of the Easement Area is situated is damaged or destroyed by due to a casualty loss loss. In such event, however, Grantor and Grantee shall consult and cooperate with one another as to appropriate repair and replacement solutions and Grantor shall be responsible to commence and complete the repair and replacement of the damaged or destroyed elements of the Parking Garage (and any other destroyed or damaged improvements within the Easement Area) as a result promptly as practical with the objective of any fact, event or circumstance which would reasonably be expected restoring the same as closely as practical to have, individually or the condition such improvements were in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and immediately prior to the satisfaction casualty loss. Promptly following Grantee’s request therefor, Grantor shall provide to Grantee all available plans and specifications, names of all the closing conditions (the “Satisfaction Date”) of the Partiesdesign professionals and contractors, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary construction contracts for such restoration) (such cost as estimated by a qualified firm reasonably acceptable work. Grantor shall have the right to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after expand, contract, or otherwise modify the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: Parking Garage (i) subject to SellerGrantee’s prior written consent, reduce which shall not be unreasonably withheld, conditioned, or delayed so long as such change does not have any non-diminimus adverse effect on Grantee’s use or enjoyment of the Base Purchase Price by Easement Area upon completion of the Restoration Costwork, nor impose any additional expense or charge on Grantee; or (ii) in its sole discretion, terminate this Agreement, in the latter case as required by providing written notice to Sellerapplicable law. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up Subject to the amount terms of such reduction any Mortgage (as defined in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration CostSection 15), the amounts insurance proceeds available to Grantor on account of such actual capital expenditures, up to the amount equal to the Restoration Cost damage or destruction shall be held by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced Grantor in a separate interest-bearing account pending disbursement in accordance with this Section 5.0616. Subject to the terms of any Mortgage, all insurance monies recovered on account of such damage or destruction, less the cost, if any, of such recovery, shall be added applied to the Base Purchase Price (payment of the cost of repairing, replacing, and rebuilding and shall be paid out from time to time by Grantor as adjusted pursuant such work progresses upon the written certification of the architect or engineer if applicable, or the contractor in charge of such work, stating that the sum requested is justly due to those persons rendering services or furnishing materials in connection with such work. The cost of demolition and clearance, planning, design, engineering, obtaining necessary governmental permits, bonding, construction, supervision, and inspection of the work of repairing and reconstructing the Parking Garage in such circumstances shall constitute a Capital Expenditure within the meaning of Section 2.04)7 of this Agreement and the cost thereof shall be allocated between the Parties as provided therein to the extent any costs are not covered by net available insurance proceeds and with any disputes between the Parties with respect to the amount or allocation of such costs to be resolved by binding arbitration in accordance with Section 28 of this Agreement. Grantor shall be entitled to retain any excess insurance proceeds remaining after reconstruction of the Parking Garage.

Casualty Loss. If (a) If, after the Facilitydate of this Agreement, but prior to the Closing, any assets of the Company or any portion thereof, is Company Subsidiary are physically damaged or destroyed by casualty loss or as a result taken in condemnation or under right of any facteminent domain (each, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring restoring, repairing or replacing such damaged damaged, destroyed or destroyed Facility taken assets or properties to a condition reasonably comparable to its prior condition 106 (net of and after giving effect to any insurance proceeds received by HoldCo or b) If the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten Cost equals one percent (101.0%) of the Base Purchase PricePrice or less, Purchaser there shall reduce be no reduction in the amount of the Base Initial Purchase Price (as adjusted pursuant with respect to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss Loss. (c) In the event of a Casualty Loss, MIC shall, and shall not affect cause the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expenseMIC Group to, use commercially reasonable efforts to pursue such collect amounts due (if any) under available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser insurance arrangements in respect of remediating any such Casualty Loss and, if the Initial Purchase Price is not reduced due to such Casualty Loss, including promptly commencing MIC shall cause any such insurance proceeds received by MIC or the restoration work with respect to such Casualty Loss MIC Group following the Closing (net of any insurance proceeds which reimburse costs and promptly filing claims with insurance companies under applicable insurance policies expenses incurred by the Company or the Company Subsidiaries in respect of such Casualty LossLoss prior to the Closing) to be promptly paid to Purchaser by wire transfer of immediately available funds to the account or accounts previously specified in writing by Purchaser. To Following the extent Seller or HoldCo or Closing, Purchaser shall, and shall cause the Subsidiary has made any actual capital expenditures Company and Company Subsidiaries to, use commercially reasonable efforts to collect amounts due (if any) under available insurance arrangements in respect of any such Casualty Loss and, in the Restoration Costevent the Initial Purchase Price is reduced due to such Casualty Loss, any such insurance proceeds that are received by Purchaser, the amounts of such actual capital expenditures, Company or any Company Subsidiary following the Closing shall be promptly remitted to Seller up to the an amount equal to such reduction in Initial Purchase Price. To assist Purchaser in its evaluation of any and all Casualty Losses (including Restoration Costs), Seller and the Restoration Cost by which Company shall, and shall cause the Base Purchase Price (Company Subsidiaries to, provide Purchaser such reasonable access to the properties of the Company and the Company Subsidiaries and such information as adjusted pursuant to Section 2.04) was reduced Purchaser may reasonably request in connection therewith, in each case in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.046.1(a).. 107

Casualty Loss. If Upon the FacilityClosing, or any portion thereof, is damaged or destroyed by casualty loss or as a result the risk of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior Loss relating to the satisfaction of all the closing conditions (the “Satisfaction Date”) Assets shall pass from Unocal to Buyer, effective as of the Parties, Effective Date. To the extent that there is a Casualty Loss relating to the personalty comprising part of the Assets between the Execution Date and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition Closing Date then, at Unocal's election, either (net of i) Unocal shall pay and after giving effect to deliver any insurance proceeds actually received therefor by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty LossUnocal, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretionrepair or replace the personalty damaged or destroyed, terminate this Agreementbut (iii) if either (1) there are no insurance proceeds received therefor or Unocal refuses to provide the insurance proceeds or (2) Unocal refuses or is unable to repair or replace such personalty, in then the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the be adjusted downward by an amount equal to the Restoration Cost cost to repair or replace such personalty (but in no event shall any downward adjustment exceed the greater of the insurance proceeds actually received therefor by Unocal or the aggregate amount to be paid by Buyer under Section 2.6(v) above (unless and only to the extent that the greater of these two amounts do not exceed the Allocated Value for the Assets to which such Casualty Loss is attributed)), and any disputes regarding the Base Purchase Price costs (as adjusted pursuant or estimated costs) to Section 2.04repair or replace (with a preference to repairing the personalty damaged or destroyed where commercially reasonable) was reduced shall be resolved in accordance with this Section 5.06, shall be added the arbitration procedures set forth in EXHIBIT "D". Notwithstanding anything stated herein to the Base contrary, if the aggregate value (measured by the aggregate insurance proceeds actually received therefor, or, if such Casualty Loss was not insured, by the estimated cost of the repair or replacement of the personalty affected with any disputes being settled through the arbitration procedures set forth in EXHIBIT "D") of all Casualty Losses between the Execution Date and the Closing Date, exceed 10% of the Purchase Price (as adjusted pursuant Price, then Buyer shall have the right to Section 2.04)terminate this Agreement upon written notice to Unocal on or before the Closing Date.

Casualty Loss. If Notwithstanding any contrary provisions of the FacilityTexas Property Code, or if any portion thereof, part of the Improvements is damaged or destroyed by fire or other casualty loss on or after the Effective Date not caused by Buyer’s entry onto the Property or the conduct of inspections and analyses by Buyer, its agents, contractors or employees, and if as a result consequence thereof McKesson has the right to terminate the McKesson Lease, then Buyer shall elect, in a writing delivered to Seller on the first to occur of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”x) thirty days after the date hereof and prior thereof, or (y) the Closing Date, to either (i) accept the satisfaction Property as so damaged in which case Seller shall at Closing assign to Buyer all of all the closing conditions (the “Satisfaction Date”) of the PartiesSeller’s rights, titles, and the cost of restoring such damaged or destroyed Facility interests in and to a condition reasonably comparable to its prior condition (net of and after giving effect to any all insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable attributable thereto and pay to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce Buyer the amount of the Base Purchase deductible from Seller’s insurance (less any portions of such proceeds or such deductible which may have been paid by Seller towards the cost of repair or which are in the nature of business interruption and relate to periods prior to Closing), and proceed to Closing without reduction in the Sales Price, or (ii) terminate this Contract, in which case the Xxxxxxx Money shall immediately be refunded to Buyer and neither party hereto shall have any further rights, duties, or obligations one to the other hereunder. If McKesson does not have the right to terminate the McKesson Lease, Buyer shall not have the right to terminate this Contract and there shall be no reduction in the Sales Price (but at Closing Buyer shall accept the Property as adjusted pursuant so damaged and Seller shall at Closing assign to Section 2.04) by Buyer all of Seller’s rights, titles and interests in and to all such insurance proceeds attributable thereto and pay to Buyer the amount of the Restoration Cost anddeductible from Seller’s insurance, subject less any portions of such proceeds or such deductible which may have been applied by Seller (or McKesson) towards the cost of repair, including proceeds in the nature of business interruption to the prior written consent of extent the Seller, such Casualty Loss and shall not affect same relate to periods after the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).

Casualty Loss. If If, between the Facilitydate hereof and the applicable Closing Date, there shall occur any physical damage to or destruction of, or theft of similar loss of, any portion thereofof the tangible assets constituting (or that, is damaged or destroyed by casualty loss or as but for such occurrence, would have constituted) a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Purchased Asset (a “Casualty Loss”), then (a) after the date hereof and prior if such Casualty Loss is material to the satisfaction of all the closing conditions (the “Satisfaction Date”) applicable Portion of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo Business or the Subsidiary for Purchased Assets relating to such restoration) (such cost as estimated by a qualified firm reasonably acceptable Closing, the Seller shall promptly give notice to the Purchaser thereof and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) Seller’s estimate of the Base Purchase Price, Purchaser shall reduce the amount of casualty insurance, if any, payable to the Base Purchase Price Seller or its Affiliates in respect thereof, (b) the Seller shall use its commercially reasonable efforts to replace or repair (as adjusted pursuant applicable) the Purchased Assets related to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect (c) if the Closing. If the Restoration Cost applicable Closing is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date consummated notwithstanding such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including and if such damaged, destroyed, stolen or lost tangible assets have not been repaired or replaced as of such Closing Date, then, without duplication or limitation of the Purchaser’s other rights hereunder, promptly commencing after any casualty or business interruption insurance proceeds payable to the restoration work Seller or its Affiliates with respect to such Casualty Loss have been collected, the Seller shall, or shall cause its Affiliates to, pay to the Purchaser (i) the net amount, if any, of the aggregate casualty insurance proceeds described above that were paid to the Seller or its Affiliates in connection with such Casualty Loss after deducting from such aggregate proceeds an amount equal to the aggregate amount of the costs and promptly filing claims expenses incurred by the Seller or its Affiliates prior to the applicable Closing Date in connection with the repair or replacement of such damaged, destroyed, stolen assets and (ii) the net amount, if any, of the aggregate business interruption insurance companies proceeds described above that were paid to the Seller or its Affiliates in connection with such Casualty Loss after deducting from such aggregate amount an amount equal to the amount of the insured Losses incurred by the Seller or its Affiliate prior to the applicable Closing Date. The Seller shall, and shall cause its Affiliates to, use commercially efforts to collect amounts due (if any) under applicable insurance policies in respect of such any Casualty Loss. To The amount of any insurance proceeds paid to the extent Seller or HoldCo or Purchaser shall not be included for any purposes in the Subsidiary has made any actual capital expenditures in respect calculation of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced Closing Net Working Capital or Closing Net Cash. Nothing in accordance with this Section 5.06, 5.11 shall be added to affect the Base Purchase Price (as adjusted pursuant to Purchaser’s rights under Article 6. Section 2.04).5.12

Casualty Loss. 11.1 Each Seller shall maintain in effect until the time of Closing the insurance policies now in effect with respect to its Property. If at any time prior to the Facility, or date of Closing any portion thereof, of such Property is destroyed or damaged or destroyed by casualty loss or as a result of fire or any factother casualty, event or circumstance which would reasonably be expected such Seller shall promptly give written notice thereof to haveBuyer and, individually or in the aggregatewithin thirty (30) days thereafter, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction shall provide Buyer with an estimate of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged Property to the condition it was in immediately before such damage or destroyed Facility destruction, and whether any tenant of such Property shall have the right to terminate its Tenant Lease as a result of such fire or casualty (the "Casualty Info Notice"). If the cost of restoring such Property to substantially the same condition reasonably comparable as existed prior to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of such casualty exceeds ten (10%) percent of the event giving rise portion of the Purchase Price allocated to such Property as set forth on Exhibit "E," as reasonably estimated by Buyer, or if any Major Tenant (hereinafter defined) of such Property shall have the right to terminate its Tenant Lease as a result of such fire or casualty, then Buyer may terminate this Agreement with respect to such Property by sending written notice thereof to the applicable Seller within fifteen (15) days after receipt of the Casualty LossInfo Notice, except that if Closing is less than fifteen (15) days following Buyer's receipt of the Casualty Info Notice, Closing shall be delayed a reasonable time but not to exceed fifteen (15) days after receipt thereof by Buyer. As used in this Agreement, the “Restoration Cost”term "Major Tenant" shall mean any tenant of a Property (i) does not exceed whose rent constitutes ten percent (10%) or more of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, rent roll for such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; Property or (ii) in its sole discretion, terminate this Agreement, in which occupies or has the latter case by providing written notice right to Seller. To presently occupy (which right shall include any space for which such tenant is awaiting the extent Purchaser elects and Seller consents to reduce the amount completion of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (aa buildout) assign to Seller any rights to any contribution available under any rights to insurance claims 10,000 or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount more square feet of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Property.

Casualty Loss. If the Facility, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo the Company or the any Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing; provided, however, that if Seller does not provide such written consent within thirty (30) days after the date the Restoration Cost is provided to the Parties, then Purchaser may, in its sole discretion, terminate this Agreement by providing written notice thereof to the Seller. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller Seller, the Company or HoldCo or the any Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).

Casualty Loss. (a) If the Facility, or any portion thereof, Mortgaged Property is damaged or destroyed by casualty loss or as a result of any factdestroyed, event or circumstance which would reasonably be expected to have, individually in whole or in the aggregatepart, a Material Adverse Effect by fire or other casualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Borrower hereby authorizes and empowers Lender to settle, adjust or compromise any claims for any insurance proceeds arising from any Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction DateInsurance Proceeds”) ), to receive such Insurance Proceeds and to retain and apply such Insurance Proceeds as set forth herein. If no Event of Default (hereinafter defined), or event which with the Partiesgiving of notice or passage of time, and the cost or both, would give rise to an Event of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net Default, has occurred as of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise Casualty or as of the date any Insurance Proceeds are to be paid or disbursed to Borrower, then: (i) If the aggregate amount of any Insurance Proceeds resulting from a Casualty is equal to $25,000.00 or less, such Insurance Proceeds shall be paid directly to Borrower and shall be applied by Borrower to the prompt repair and replacement of the Mortgaged Property; (ii) If the aggregate amount of any Insurance Proceeds resulting from a Casualty Loss(or series of related Casualties) exceeds $25,000.00 and the value of the Mortgaged Property immediately following such Casualty remains greater than fifty percent (50%) of its value immediately prior to such Casualty, then all Insurance Proceeds from such Casualty shall be paid to Lender; provided, however, that so long as no Event of Default exists and subject to the “Restoration Cost”requirements set forth herein, Lender shall disburse such amounts of the Insurance Proceeds (after deduction for Lender’s costs and expenses of collection) as Lender reasonably deems necessary for the repair or replacement of the Mortgaged Property, with any balance remaining after such disbursement being applied by Lender to the Debt in such priority and proportions as Lender deems proper; (iii) If the value of the Mortgaged Property immediately following any Casualty (or series of related Casualties) does not exceed ten fifty percent (1050%) of its value immediately prior to such Casualties, then all Insurance Proceeds from such Casualties shall be paid directly to Lender and Lender, at its discretion may declare the Base Purchase Priceentire Debt to be immediately due and payable and apply all such Insurance Proceeds, Purchaser after deduction for Lender’s costs and expenses of collection, to the Debt in such priority and proportions as Lender deems proper. In the event Lender does not declare the entire Debt to be immediately due and payable, Borrower shall reduce the amount promptly repair, replace or rebuild any part of the Base Purchase Price (as adjusted pursuant to Section 2.04) Mortgaged Property destroyed by the amount of the Restoration Cost andsuch Casualty. In such event, subject to the prior written consent requirements set forth herein, Lender shall disburse such amounts of the SellerInsurance Proceeds as Lender reasonably deems necessary for the repair or replacement of the Mortgaged Property, with any balance remaining after such disbursement being applied by Lender to the Debt in such priority and proportions as Lender deems proper; and (iv) If no Event of Default (as hereinafter defined) has occurred, and no event has occurred that with notice and/or the passage of time, or both, would constitute an Event of Default, then no Prepayment Consideration (as defined in the Note) will be then due with respect to any application of Insurance Proceeds to the Debt pursuant to subclauses (ii) or (iii) above, or with respect to any required prepayment of the entire Debt pursuant to Lender’s election to declare the entire Debt to be immediately due and payable pursuant to subclause (iii) above. An Event of Default which existed but which was completely cured prior to the date of Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess itself give rise to any Prepayment Consideration under this subsection. (b) All disbursements of ten percent (10%) any portion of the Base Purchase Priceany Insurance Proceeds held by Lender shall be subject to all terms and conditions deemed necessary by Lender, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to eitherincluding: (i) subject to SellerLender’s prior written consentreceipt of satisfactory requests for disbursements, reduce the Base Purchase Price by the Restoration Costpaid bills and lien waivers, architect certificates or other certificates, and certificates or endorsements from title insurance companies; or (ii) in its sole discretionBorrower’s deposit with Lender of any additional funds necessary to supplement the Insurance Proceeds, terminate this Agreementso as to cover, in advance, the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount entire cost of the Base Purchase Price pursuant necessary repairs or replacements to this Section 5.06, Purchaser willthe Mortgaged Property as established by the certificate of an architect or engineer (employed by Lender at Borrower’s expense); (iii) such architect’s or engineer’s determination that such repairs or replacements may be effected within a period of six (6) months or less; (iv) Borrower’s prompt and diligent completion of such repairs or replacements in accordance with plans and specifications submitted to and approved by Lender; and (v) Lender’s inspection, at SellerBorrower’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts of the repairs or replacements to pursue the Mortgaged Property to verify that such repairs or replacements have been completed in a good and workmanlike manner and are otherwise acceptable to Lender. Lender, whether in possession of the Premises or not, shall not have any obligation to advance or make funds other than the Insurance Proceeds available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller repair or HoldCo or the Subsidiary has made any actual capital expenditures in respect replacement of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Mortgaged Property.

Casualty Loss. If any of the FacilityFacilities, or any portion thereof, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by Laredo HoldCo, Tapestry HoldCo or the Subsidiary Subsidiaries for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing; provided, however, that if Seller does not provide such written consent within thirty (30) days after the date the Restoration Cost is provided to the Parties, then Purchaser may, in its sole discretion, terminate this Agreement by providing written notice thereof to the Seller. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or Seller, Laredo HoldCo, Tapestry HoldCo or the any Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).. 34

Casualty Loss. If (i) From the Facilitydate of this Agreement until the Closing Date, or any portion thereof, is damaged or destroyed by casualty loss or as a result Sellers shall promptly give notice to Buyer upon obtaining knowledge of any factCasualty Loss occurring during the Timber Adjustment Period, event or circumstance which would together with (a) a written estimate of the volumes of Timberlands affected by such Casualty Loss (both actual and, as applicable, reasonably be expected estimated by Seller) by each merchantable timber category set forth on Schedule 2.3(a)(i) and (b) Sellers’ calculation, prepared in accordance with Schedule 2.3(a)(i) to havethis Agreement, individually or in of the aggregate, a Material Adverse Effect (a “Timber Adjustment Value associated with such Casualty Loss”, together with such supporting data as Buyer may reasonably request. Additionally, Buyer shall have until the forty-fifth (45th) day after the date hereof Closing Date to deliver to Sellers written notice of any Casualty Loss that occurred during the Timber Adjustment Period but was not identified by Sellers in accordance with the previous sentence of this Section 2.3(c)(i), together with (a) a written estimate of the volumes of Timberlands affected by such Casualty Loss (both actual and, as applicable, reasonably estimated by Buyer) by each merchantable timber category set forth on Schedule 2.3(a)(i) and (b) Buyer’s calculation, prepared in accordance with Schedule 2.3(a)(i) to this Agreement, of the Timber Adjustment Value associated with such Casualty Loss. If Sellers do not receive notice of such Casualty Loss from Buyer prior to the satisfaction expiration of all such forty-five (45) day period, Buyer shall be deemed to have waived its rights to receive an adjustment to the closing conditions (Closing Date Cash Payment in respect of any such Casualty Loss pursuant to this Section 2.3(c), apart from any adjustment to the “Satisfaction Date”) Closing Date Cash Payment for any portion of such Casualty Loss that was identified by Sellers prior to the Closing pursuant to the first sentence of this Section 2.3(c)(i). For the purpose of determining the Timber Adjustment Value of the Parties, and the cost of restoring such damaged or destroyed Facility to lost timber resulting from a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) Timber Adjustment Value for such damaged or lost timber shall be net of the Base Purchase Price, Purchaser shall reduce the amount salvage value of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject such timber to the prior written consent Buyer after deducting the cost of the Seller, harvesting and delivering such Casualty Loss and shall not affect the Closing. timber. (ii) If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect the Sellers or Buyer provides notice of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such any Casualty Loss occurring during the Timber Adjustment Period, and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo either Buyer or the Subsidiary has made any actual capital expenditures in respect of Sellers estimate the Restoration Costaggregate Timber Adjustment Value resulting from Casualty Losses exceeds $5,000,000 (the “Casualty Loss Threshold”), then the amounts of such actual capital expenditures, up Sellers and Buyer shall meet to the amount equal to the Restoration Cost by which the Base Purchase Price agree on Timber Adjustment Value. (as adjusted pursuant to Section 2.04iii) was reduced If it is determined in accordance with this Section 5.062.3(c), that the aggregate Timber Adjustment Value resulting from Casualty Losses identified in accordance with subsection (i) above exceeds the Casualty Loss Threshold, then (x) if prior to the Closing Date, the Closing Date Cash Payment shall be added reduced by the aggregate Timber Adjustment Value arising from all such Casualty Losses, without regard to the Base Purchase Price Casualty Loss Threshold and (as adjusted y) if after Closing Date, the Sellers shall cause to be paid to the Buyer the aggregate Timber Adjustment Value arising from all such Casualty Losses, without regard to the Casualty Loss Threshold amount (in each case, the “Final Casualty Losses Amount”). (iv) If it is determined in accordance with this Section 2.3(c), that the aggregate Timber Adjustment Value in connection with Casualty Losses identified in accordance with Section 2.3(c)(i) is less than the Casualty Loss Threshold, no reduction in the Closing Date Cash Payment will be made on account of such Casualty Loss and if applicable, no adjustment or payment shall be made by Sellers to Buyer after the Closing Date. (v) If the Sellers and Buyer are unable to agree on the Timber Adjustment Value resulting from Casualty Losses prior to Closing and Buyer’s position is that Timber Adjustment Value is greater than the Casualty Loss Threshold, the Closing Date Cash Payment shall be reduced by the amount on which the Parties agree and, following the Closing, the Parties shall submit outstanding matters relating to the calculation of the Timber Adjustment Value arising from Casualty Losses for resolution pursuant to Section 2.042.3(f) of this Agreement. If Sellers and Buyer are unable to agree on the Timber Adjustment Value with respect to any Casualty Losses first disclosed after Closing within forty-five (45) days of delivery of such notice of Casualty Loss, Sellers and Buyer will refer the matter for resolution as provided in Section 2.3(f).

Casualty Loss. If between the Facilitydate hereof and the Closing Date, there is any loss, destruction or other physical damage to any Acquired Assets resulting from theft, fire, accident or any other casualty, whether or not insured, or any portion thereofLien exists or is placed on any Acquired Asset and is not removed or released on or prior to the Closing Date (collectively, is damaged or destroyed by casualty loss or as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after ), then the date hereof and prior Sellers shall promptly give notice to the satisfaction Buyer of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of insurance, if any, payable to Sellers with respect thereto. If such Casualty Loss does not prevent the Base Purchase Price pursuant fulfillment of a condition to Buyer’s obligations to consummate the transactions contemplated by this Section 5.06Agreement or does not prevent the operation of the Acquired Business in the ordinary course consistent with past practices, Purchaser willor if it does and Buyer waives such condition in writing, Buyer shall accept the Acquired Assets with the affected Acquired Asset in its damaged condition (or without the affected Acquired Asset in the case of theft, destruction, or Liens) in which event any Insurance Proceeds payable to Sellers with respect to such Acquired Asset (together with a payment by Sellers at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit Closing of Seller, in either case only up an amount equal to the deductible or retained amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the an amount equal to the Restoration Cost by which difference between the Base Purchase Price (Insurance Proceeds and the full replacement value of , or cost to repair, the affected Acquired Asset, as adjusted pursuant to Section 2.04applicable) was reduced in accordance with this Section 5.06, shall be added assigned and/or paid to Buyer. “Insurance Proceeds” include the Base Purchase Price (insurance recoveries that the Sellers in fact receive as adjusted pursuant to Section 2.04)a direct consequence of the Casualty Loss, excluding any amounts which are in effect self-insured whether through retention amounts or otherwise.

Casualty Loss. If prior to the FacilityClosing the Property is damaged as the result of fire or other casualty in an amount exceeding $25,000.00 and is not entirely restored by the Closing Date, Purchaser shall have the option prior to the Closing to (a) accept title to the Property without any abatement of the Purchase Price whatsoever, in which event at the Closing all of the insurance proceeds shall be assigned by Seller to Purchaser, any monies theretofore received by Seller in connection with such fire or other casualty shall be paid over to Purchaser and Purchaser shall receive a credit in the amount of the deductible or other co-payment required under Seller’s insurance policy, or (b) terminate this Agreement, and thereupon neither Party shall have any portion thereoffurther liability or obligation to the other. If prior to the Closing, the Property is damaged or destroyed by casualty loss or as a result of any fact, event fire or circumstance which would reasonably be expected to have, individually or other casualty in an amount less than $25,000.00 and provided Purchaser has not previously terminated this transaction in accordance with the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction other provisions of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Pricethis Agreement, Purchaser shall reduce accept title to the Property without any abatement of the Purchase Price whatsoever, provided Seller is fully insured for the replacement cost of any damage and Seller’s insurer confirms to Purchaser in writing that such damage is actually covered, in which event at the Closing Purchaser shall receive a credit in the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount deductible or other co-payment required under Seller’s insurance policy and all of the Restoration Cost andinsurance proceeds shall be assigned by Seller to Purchaser and any monies theretofore received by Seller in connection with such fire or other casualty shall be paid over to Purchaser. Seller shall maintain adequate insurance on the Property to cover the replacement value of the Improvements in case of any fire or other casualty occurring before the Closing. Seller shall not settle any fire or casualty loss claims or agree to any award or payment in condemnation or eminent domain (or in lieu thereof) or any award or payment in connection with the change in grade of any street, subject to road, highway or avenue in respect of or in connection with the Property without obtaining Purchaser’s prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closingeach case, Seller shall consult with promptly notify Purchaser in respect writing following Seller obtaining knowledge of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller any casualty or HoldCo or the Subsidiary has made any actual capital expenditures in respect proposed taking of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost Property by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)condemnation or eminent domain.

Casualty Loss. If After the FacilityEffective Time and prior to Closing, if a portion of the Assets is destroyed by fire or other casualty, or any portion thereofis taken or threatened to be taken in condemnation or under the right of eminent domain, is damaged or destroyed by casualty loss or as a result of any fact, (with such event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (being a “Casualty Loss”) after the date hereof and prior to the satisfaction of all extent that the closing conditions (the “Satisfaction Date”) of the Parties, and the estimated cost of restoring such damaged repair or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not replacement shall exceed ten five percent (105%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser Buyer may, by written notice to Seller, terminate this Agreement and receive the return of the Deposit. In the event of a lesser casualty, or if Buyer does not exercise its right to terminate, Buyer shall purchase such Asset at Closing for the Allocated Value of the Asset reduced by the estimated cost to repair or replace such Asset (with equipment of similar utility). Notwithstanding the foregoing, at its sole option, Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser may elect to either: (i) subject to Seller’s prior written consent, reduce designate such Asset as an Excluded Asset so long as the Base Purchase Price is reduced by the Restoration Cost; Allocated Value of such Asset or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of cure such Casualty Loss. To If Seller elects to exclude such Asset, then Buyer may, within five (5) business days after Seller’s notification, elect to waive the extent Casualty Loss and acquire such Asset with no reduction in the Purchase Price. If Seller or HoldCo or elects to cure such Casualty Loss, Seller may replace any personal property that is the Subsidiary has made subject of a Casualty Loss with equipment of similar grade and utility and Seller shall be entitled to keep all associated insurance proceeds, if any. If Seller cures the Casualty Loss to Buyer’s reasonable satisfaction, Buyer shall purchase the affected Asset at Closing for the Allocated Value thereof without any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced adjustment for such Casualty Loss. In no event shall the watering out of a well, casing collapse, sand infiltration, breakage of equipment or other change in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)condition of an Asset through normal depletion constitute a Casualty Loss.

Casualty Loss. In case of damage to the Premises or the Building by fire or other casualty, Tenant shall give immediate written notice thereof to Landlord, who shall within sixty (60) days of such notice give notice to Tenant that: (1) Landlord elects to terminate this Lease as hereinafter provided, or (2) Landlord will cause the damage to be repaired with reasonable speed, at the expense of the Landlord, subject to delays which may arise by reason of adjustment or loss under insurance policies and for delays beyond the reasonable control of Landlord, but Landlord shall have no obligation to restore or replace any property owned by Tenant; and to the extent that the Premises are rendered untenantable the Base Rent and Operating Costs shall proportionately xxxxx, except in the event such damage resulted from or was contributed to by the act, fault or neglect of Tenant, Tenant's employees, invitees, contractors, licensees or agents, in which event there shall be no abatement of Rent. If the Facilitydamage shall be so extensive that the Landlord shall decide not to repair or rebuild, or any portion thereofthis Lease shall, is damaged or destroyed by casualty loss or at the option of Landlord, be terminated as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior of such damage by written notice from Landlord to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the PartiesTenant, and the cost of restoring such damaged or destroyed Facility Base Rent and Operating Costs shall be adjusted to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of such damage and Tenant shall thereupon promptly vacate the Premises. If Landlord elects to repair the damage, Landlord shall be obligated to repair only to the extent insurance proceeds are made available therefor. In the event giving rise of any damage or destruction to the Casualty Loss, Building or the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) Premises by any peril covered by the amount provisions of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.0612, Purchaser willTenant shall, upon notice from Landlord, remove forthwith, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s its sole cost and expense, use commercially reasonable efforts such portion or all of the property belonging to pursue Tenant or its assignees, sublessees or licensees from such available contributionportion or all of the Building or the Premises as Landlord shall request and Tenant hereby indemnifies and holds Landlord harmless from any loss, claims or recoveries on Seller’s behalf for the benefit of Sellerliability; costs, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Lossexpenses, including promptly commencing attorneys' fees, arising out of any claim of damage or injury as a result of (i) any alleged failure to property secure the restoration work with respect Premises prior to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of removal or (ii) such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)removal.

Casualty Loss. If the Facility, or any portion thereof, is damaged or destroyed by casualty loss or as a result Lessee shall notify Lessor of any fact, event Casualty Loss or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect repairable damage to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost Equipment as estimated by a qualified firm soon as reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly practicable after the date of any such occurrence but in no event later than 30 days after such occurrence. In the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such any Casualty Loss and shall not affect occur, on the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the next Rent payment date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: Lessee shall (a) assign to Seller any rights to any contribution available under any rights to insurance claims at Lessee’s option provided no Lessee Default has occurred nor an event that with the passage of time or recoveries available under insurance policies covering such Facility; provision of notice would constitute a Lessee Default has occurred and is continuing or (b) at SellerLessor’s sole cost option if a Lessee Default has occurred or an event that with the passage of time or provision of notice would constitute a Lessee Default has occurred and expenseis continuing (1) subject to Section 7 hereof, use commercially reasonable efforts pay Lessor the Stipulated Loss Value of the Equipment suffering the Casualty Loss, or (2) substitute and replace each item of Equipment suffering the Casualty Loss with an item of Substitute Equipment. If Lessee shall pay the Stipulated Loss Value of the Equipment suffering a Casualty Loss, upon Lessor’s receipt in full of such payment the applicable Lease shall terminate as it relates to pursue such available contributionEquipment and, claims except as provided in Section 26, Lessee shall be relieved of all obligations under the applicable Lease as it relates to such Equipment. If Lessee shall replace Equipment suffering a Casualty Loss with items of Substitute Equipment (i) the applicable Lease shall continue in full force and effect without any abatement of Rent with such Substitute Equipment thereafter being deemed to be Equipment leased thereunder, and (ii) Lessee shall deliver to Lessor a bill of sale or recoveries on Seller’s behalf for the benefit of Sellerother documentation, in either case only up in form and substance satisfactory to the amount Lessor, in which Lessee shall represent and warrant that it has transferred to Lessor good and marketable title to all Substitute Equipment, free and clear of all liens, encumbrances and claims of others. Upon Xxxxxx’s receipt of such reduction payment of Stipulated Loss Value in full, or such bill of sale or other documentation, as the case may be, Lessor shall transfer to Lessee all of Lessor’s interest in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating Equipment suffering the Casualty LossLoss “AS IS, including promptly commencing WHERE IS,” without any warranty, express or implied, from Lessor, other than the restoration work absence of any liens or claims by or through Lessor. In the event of any repairable damage to any Equipment, the Lease shall continue with respect to such Casualty Loss Equipment without any abatement of Rent and Lessee shall, at its expense, from insurance proceeds or other funds legally available, promptly filing claims with insurance companies under applicable insurance policies in respect of cause such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up Equipment to be repaired to the amount equal condition it is required to the Restoration Cost by which the Base Purchase Price (as adjusted be maintained pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)11.

Casualty Loss. If (a) If, after the FacilityEffective Time and prior to the Closing, or any portion thereof, is part of the Assets shall be damaged or destroyed by fire or other casualty loss or as a result if any part of any fact, event the Assets shall be taken in condemnation or circumstance which would reasonably under the right of eminent domain of if proceedings for such purposes shall be expected to have, individually pending or in the aggregate, a Material Adverse Effect threatened (a “Casualty Loss”) after and the date hereof Parties cannot agree on an adjustment to the Purchase Price and allocation of insurance proceeds, at the Buyer election (i) the Buyer may reduce the Purchase Price by the “reduction in value” of the Assets arising from that Casualty Loss, or (ii) Seller shall assign its rights to insurance proceeds for the Casualty Loss to Buyer. For this purpose, “reduction in value” shall be based upon the principle that such Seller should generally bear its allocable share of the costs of repairing the Assets affected by the Casualty Loss to the state of those Assets existing immediately prior to the satisfaction Casualty Loss or, if repairs are not commercially feasible or possible, replacing the Assets affected by the Casualty Loss to their state existing immediately prior to the Casualty Loss. (b) No adjustment associated with a Casualty Loss shall exceed the Allocated Value for the affected Assets. (c) If the Parties are unable to agree whether a Casualty Loss has occurred, the extent of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does reduction in value” resulting from the Casualty Loss, or any other matter to the Casualty Loss, and the Buyer has not exceed agreed to accept the insurance proceeds due to Seller as result of the Casualty Loss, the Buyer may, in its sole discretion, determine to proceed to the Closing with the Purchase Price being reduced by Buyer’s reasonable estimate of the reduction in value of the Seller’s interest in the Assets affected by the Casualty Loss as a result of the Casualty Loss, the amount of such reduction deposited into an escrow account to be created if necessary and, prior to the Final Settlement Date (but not later), and Buyer may submit the matter for resolution by binding arbitration in accordance with Article 15. Any claim for a Casualty Loss not resolved prior to Closing or referred to arbitration exceeds ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser any Party may, by notice to Seller at any time the other Parties prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretionClosing, terminate this Agreement, in the latter case by providing written notice . If any Party rightfully exercises its option to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price terminate this Agreement pursuant to this Section 5.06Subsection, Purchaser willthis Agreement shall become void and have no effect, at Seller’s election: (a) assign and none of the Parties shall have any further right or duty to Seller any rights to any contribution available or claim against the other Parties under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expensethis Agreement, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up except as expressly provided to the amount of such reduction contrary in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Agreement.

Casualty Loss. If the Facility, or any portion thereof, is damaged or destroyed by casualty loss or as a result Lessee shall notify Lessor of any fact, event Casualty Loss or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect repairable damage to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost Equipment as estimated by a qualified firm soon as reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly practicable after the date of any such occurrence but in no event later than 30 days after such occurrence. In the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such any Casualty Loss and shall not affect occur, on the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the next Rent payment date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: Lessee shall (a) assign to Seller any rights to any contribution available under any rights to insurance claims at Lessee’s option provided no Lessee Default has occurred nor an event that with the passage of time or recoveries available under insurance policies covering such Facility; provision of notice would constitute a Lessee Default has occurred and is continuing or (b) at SellerLessor’s sole cost option if a Lessee Default has occurred or an event that with the passage of time or provision of notice would constitute a Lessee Default has occurred and expenseis continuing (1) subject to Section 7 hereof, use commercially reasonable efforts pay Lessor the Stipulated Loss Value of the Equipment suffering the Casualty Loss, or (2) substitute and replace each item of Equipment suffering the Casualty Loss with an item of Substitute Equipment. If Lessee shall pay the Stipulated Loss Value of the Equipment suffering a Casualty Loss, upon Lessor’s receipt in full of such payment the applicable Lease shall terminate as it relates to pursue such available contributionEquipment and, claims except as provided in Section 26, Lessee shall be relieved of all obligations under the applicable Lease as it relates to such Equipment. If Lessee shall replace Equipment suffering a Casualty Loss with items of Substitute Equipment (i) the applicable Lease shall continue in full force and effect without any abatement of Rent with such Substitute Equipment thereafter being deemed to be Equipment leased thereunder, and (ii) Lessee shall deliver to Lessor a xxxx of sale or recoveries on Seller’s behalf for the benefit of Sellerother documentation, in either case only up in form and substance satisfactory to the amount Lessor, in which Lessee shall represent and warrant that it has transferred to Lessor good and marketable title to all Substitute Equipment, free and clear of all liens, encumbrances and claims of others. Upon Lessor’s receipt of such reduction payment of Stipulated Loss Value in full, or such xxxx of sale or other documentation, as the case may be, Lessor shall transfer to Lessee all of Lessor’s interest in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating Equipment suffering the Casualty LossLoss “AS IS, including promptly commencing WHERE IS,” without any warranty, express or implied, from Lessor, other than the restoration work absence of any liens or claims by or through Lessor. In the event of any repairable damage to any Equipment, the Lease shall continue with respect to such Casualty Loss Equipment without any abatement of Rent and Lessee shall, at its expense, from insurance proceeds or other funds legally available, promptly filing claims with insurance companies under applicable insurance policies in respect of cause such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up Equipment to be repaired to the amount equal condition it is required to the Restoration Cost by which the Base Purchase Price (as adjusted be maintained pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)11.

Casualty Loss. If If, subsequent to the Facilityexecution of this Agreement but prior to Closing, all or any portion thereof, of an Acquired Asset is damaged or destroyed (each such instance a "Casualty Loss"), this Agreement shall remain in full force and effect notwithstanding any such damage or destruction, except as provided below in this Section 5.07. Either Purchaser or Seller shall have the right to elect to terminate this Agreement on or before the Closing Date if the value of all Acquired Assets affected by casualty loss one or as a result of any factmore Casualty Losses exceeds $2,500,000, event or circumstance which would reasonably be expected to have, individually or in the aggregate. Unless this Agreement is terminated by Purchaser or Seller as provided in the preceding sentence, then Purchaser shall have the option to (a) treat the Casualty Loss as a Material Adverse Effect Title Defect and receive a downward adjustment of the Purchase Price, if the damaged Acquired Assets are not repaired, restored or replaced by Seller (a “in which case Seller shall be entitled to receive and retain all insurance proceeds with respect to the relevant Casualty Loss”), or (b) after to the date hereof and extent insurance proceeds are not committed, used or applied by Seller prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the PartiesClosing Date to repair, and the cost of restoring restore or replace such damaged or destroyed Facility Acquired Assets, require Seller, at the Closing, to a condition reasonably comparable (i) assign to its prior condition Purchaser the right of Seller to receive all insurance proceeds owed to Seller by reason of such Casualty Loss, less any reasonable costs and expenses incurred by Seller in collecting such proceeds and (net ii) pay to Purchaser all insurance proceeds theretofore paid to Seller by reason of such destruction, less any reasonable costs and after giving effect to expenses incurred by Seller in collecting such proceeds. Notwithstanding the foregoing, any insurance proceeds received (or any rights thereto) by HoldCo reason of any Casualty loss which are held by or owed to Seller for the Subsidiary for such restoration) (such cost as estimated account or benefit of any third party joint interest owners shall not be paid or assigned by a qualified firm reasonably acceptable Seller to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost 5.07 and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up shall instead be transferred to the amount successor operator or other party responsible therefor pursuant to the terms of such reduction in the Base Purchase Priceapplicable operating or other agreement. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such not compromise or settle a Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect without the consent of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Purchaser.

Casualty Loss. If If, during the FacilityInterim Period, all or any portion thereofof the Contributed NTIs suffers any loss, is damaged damage or destroyed by casualty loss or reduction in value of the Contributed NTIs as a result of acts of God, including fire, explosion, earthquake, windstorm, flood or other casualty, but excluding any factloss, event damage or circumstance which would reasonably be expected to have, individually reduction in value as a result of depreciation or in the aggregate, a Material Adverse Effect ordinary wear and tear (each a “Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties), and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available insured under any rights insurance policy maintained by any CST Party with respect to insurance claims or recoveries available under insurance policies covering the Contributed NTIs, then such Facility; or (b) at Seller’s sole cost and expense, CST Party shall use commercially reasonable efforts to pursue recover such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Lossamounts from third parties, including promptly commencing the restoration work with respect to make claims under such insurance policy regarding such Casualty Loss and promptly filing such CST Party shall pay to the NTI Entity who will own such Contributed NTI as of the Closing any amounts received by such CST Party pursuant to such claims with insurance companies under applicable insurance policies in respect (less any collection costs) or apply such amounts to the repair or restoration of the Contributed NTIs affected by such Casualty Loss. To Notwithstanding the extent Seller or HoldCo or foregoing, if in CAPL’s reasonable opinion, the Subsidiary has made any actual capital expenditures Casualty Loss will have a material, adverse impact on CAPL’s ability to use the property for the retail sale of petroleum products, tobacco products, lottery tickets, alcohol and food stuffs, CAPL may elect, by written notice to the appropriate NTI Owner (or, after the Pre-Closing Contributions, the appropriate NTI Entity), to terminate this Agreement with respect to the affected Contributed NTI (the “Damaged Property”). If CAPL makes such election, (a) CAPL shall have no obligation to purchase the Damaged Property, (b) this Agreement shall continue in respect full force and effect as to the remaining unaffected Contributed NTIs and (c) the Purchase Price shall be adjusted to reflect the aggregate amount of the Restoration Costsum of the purchase prices for the Contributed NTIs, less the purchase price for the Damaged Property, as determined in reasonable good faith by CAPL. If CAPL fails to make such election prior to the Closing Date, the amounts Closing shall nevertheless proceed; provided, however, that the obligations of such actual capital expenditures, up to CST in the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with first sentence of this Section 5.06, 5.5 shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)continue without modification.

Casualty Loss. If prior to Closing any of the Facility, or any portion thereof, is Assets are substantially damaged or destroyed by fire or other casualty loss or (“Casualty Defect”), Seller shall notify Buyer promptly after Seller learns of such event. Seller shall have the right, but not the obligation, to cure any such Casualty Defect by repairing such damage or, in the case of Equipment, replacing the damaged Equipment with equivalent items, no later than the Closing, insofar as a result the same are done to Buyer’s reasonable satisfaction. If any Casualty Defect exists at Closing, at Seller’s option, Buyer shall proceed to purchase the damaged Assets, and the Base Purchase Price shall be reduced by the aggregate reduction in value of all affected Assets on account of such Casualty Defect. In the event the parties cannot agree on the value, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3. Notwithstanding any of the preceding provisions of this Article 17, all adjustments applicable to Casualty Defects shall be made prior to Closing which Closing shall be extended until resolution of any factdisputes relating to the Casualty Defects; provided, event or circumstance which would reasonably be expected to havehowever, individually or that if adjustments for alleged Title Defects, Casualty Defects and Open Defects do not, in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after exceed the date hereof and prior Termination Threshold, then Closing shall occur as to the satisfaction of all other Assets that are not subject to the closing conditions dispute (with the “Satisfaction Date”) portion of the PartiesAssets subject to the dispute being excluded, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (reduced for the entire Allocated Values thereof) and Closing shall subsequently close and consummate the transaction as adjusted pursuant to Section 2.04) by the amount Assets made the subject of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or dispute within thirty (30) days after following the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount final resolution of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up dispute. Notwithstanding anything to the amount of such reduction contrary contained in the Base Purchase Price. During the period between the Satisfaction Date and the Closingthis Article 17, Seller shall consult with Purchaser in respect of remediating the Casualty Lossbe entitled to retain all insurance proceeds, including promptly commencing the restoration work with respect if any, and claims against other parties relating to any such Casualty Loss Defect. For purposes of this provision, normal wear and promptly filing claims with insurance companies under applicable insurance policies in respect of such tear shall not be considered a Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Defect.

Casualty Loss. If As used herein, the Facilityterm “Casualty Defect” shall mean, with respect to any of the Properties, any destruction by fire, blowout or other casualty or any taking, or any portion thereofpending or threatened taking, is damaged in condemnation or destroyed by casualty loss or as a result under the right of eminent domain of any factasset or portion thereof that occurs subsequent to the execution and delivery of this Agreement by Seller and Buyer. Seller shall promptly notify Buyer of any Casualty Defects of which Seller becomes aware. If any Casualty Defects exist at Closing, Buyer may elect (i) to proceed with Closing to purchase the defective Property and to reduce the Purchase Price by the reduction in value of the defective Property caused by the Casualty Defect (in no event greater than the Allocated Value thereof), as such reduction is determined before or circumstance after Closing by mutual agreement of Seller and Buyer, or failing such agreement by a firm of independent consulting engineers mutually agreeable to Buyer and Seller, in which would reasonably be expected case, Seller shall retain all insurance proceeds relative to havethe reduction in value caused by such Casualty Defect; (ii) to purchase such Property notwithstanding such Casualty Defect and Seller shall at Closing pay to Buyer all sums paid to Seller by reason of such Casualty Defect and shall assign, individually transfer and set over unto Buyer all of the right, title, and interest of Seller in and to any unpaid insurance proceeds, awards or other payments arising out of such Casualty Defect; or (iii) in the aggregate, a Material Adverse Effect event the reduction in value as determined under subsection (a “Casualty Loss”i) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not would exceed ten fifty percent (1050%) of the Base Purchase Priceoriginal Allocated Value of such Property, Purchaser shall to proceed with Closing, decline to purchase the Property to which such Casualty Defect relates and to reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; original Allocated Value of such Property. Seller shall not voluntarily compromise, settle or (ii) in its sole discretion, terminate this Agreement, in adjust any amount payable by reason of any Casualty Defect without first obtaining the latter case by providing written notice consent of Buyer. The risk of casualty loss relating to Seller. To the extent Purchaser elects and Properties will pass from Seller consents to reduce the amount Buyer as of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Closing Date.

Casualty Loss. If the FacilityIf, or prior to Closing, any portion thereof, Property is substantially damaged or destroyed by fire or other casualty loss ("Casualty Defect"), Seller shall notify Purchaser promptly after Seller learns of such event. Seller shall have the right, but not the obligation, to cure any such Casualty Defect by repairing such damage or, in the case of personal property, fixtures, replacing the Property affected thereby with equivalent items, no later than the date of Closing. If any Casualty Defects exist at Closing, Purchaser may proceed to purchase the Property affected thereby, and the Purchase Price shall be reduced by the aggregate reduction in the value of such Property on account of such Casualty Defects, as determined by the mutual agreement of the Parties, or if the Parties are unable to agree on the reduction of the Purchase Price, then the affected Property shall be excluded from the Property to be acquired by Purchaser hereunder, and the Purchase Price shall be reduced by the Allocated Purchase Price for such Property. Notwithstanding anything to the contrary contained herein, Seller shall be entitled to retain all insurance proceeds and claims against other Parties in respect of any such Casualty Defect which occurs prior to closing unless no reduction is made in the Purchase Price as a result of any factsuch Casualty Defect, in which event or circumstance which would reasonably Purchaser shall be expected entitled to havethe insurance proceeds and claims against other Parties arising from such Casualty Defect. (a) This Agreement has been duly executed and delivered on behalf of Seller and is binding and enforceable against Seller in accordance with its terms and at the Closing. All documents and instruments required hereunder to be executed and delivered by Seller shall have been duly executed and delivered at Closing, individually or in and the aggregateexecution, delivery, and performance of this Agreement by Seller and the consummation of transactions contemplated hereby will not constitute a breach of, an event of default under, a Material Adverse Effect violation of, or a conflict with any agreement or other instrument to which Seller is a party (a “Casualty Loss”except to the extent such instrument may be released at the Closing). Nor will the same cause Seller to be in violation of any applicable laws or regulations or any order of any court or governmental agency having jurisdiction. (b) after All ad valorem, property, production, severance, excise, and similar taxes and assessments based on or measured by the ownership of the Property or the Production or the receipt of proceeds therefrom, which have become due and payable prior to the date hereof with respect to the Property have been properly paid, and Seller's allocable share of such taxes and assessments which become due and payable prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the PartiesClosing shall be properly paid by Seller, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of all royalties, overriding royalties, and after giving effect payments to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable third parties which have become due and payable prior to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date hereof with respect to production from the Property, have been properly paid, and will be hereafter properly paid for the period prior to Closing. (c) Seller has incurred no liability, contingent or otherwise, for brokers' or finders' fees in respect of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, this transaction for which Purchaser shall reduce the amount of the Base Purchase Price have any responsibility whatsoever. (as adjusted pursuant d) Prior to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller will pay or cause to be paid all of Seller's share of costs and expenses incurred in connection with the Property, and will comply with all contracts or other agreements relating to the Property. (e) To the best of Seller's information and belief, all laws, regulations, and orders of all governmental agencies having jurisdiction over the Property have been and shall consult continue to be complied with until the Closing. (f) There are no first rights of refusal, consents, authorizations, preferential rights, options, or claims of a similar nature affecting the Property, other than those listed in Exhibit "A," said listed consents defined herein as "Consents." (g) Seller shall, upon request, subrogate Purchaser in respect of remediating the Casualty Lossto any claim which Seller may have against any third party, including promptly commencing the restoration work prior owner, vendor, or assignor with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect the share of such Casualty Loss. To the extent Seller or HoldCo Property acquired by Purchaser, or the Subsidiary title thereto. (h) There are no "imbalances" which allow any other party to make up production at any time after the Effective Date, under any operating agreement, gas balancing agreement and storage agreement, gas transportation agreement, gas processing or dehydration agreement, or other similar agreement relating to the Property. (i) Seller has made not directly or indirectly reserved or retained any actual capital expenditures recorded or unrecorded interest or rights in respect any of the Restoration CostProperty, the amounts of such actual capital expenditures, up and Seller shall not reserve any recorded or unrecorded executory interest or rights relating to the amount equal to Property. (j) Seller warrants that the Restoration Cost by which the Base Purchase Price (Property is free and clear of all encumbrances, liens, and mortgages, save and except such encumbrances as adjusted pursuant to Section 2.04) was reduced may be identified and described in accordance with this Section 5.06Exhibit "A" attached hereto, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)and further save and except liens for taxes not yet due and payable.

Casualty Loss. In the event of loss to any of the Trust Property, Grantor shall give prompt notice to Beneficiary and Beneficiary may make proof of loss if not made promptly by Grantor. Each insurance company concerned is hereby authorized and directed to make payment for such loss directly to Beneficiary instead of to Grantor or to Grantor and Beneficiary jointly and such insurance proceeds or any part thereof may be applied by Beneficiary in its sole discretion to the payment of interest due on the indebtedness secured hereby, the reduction of the principal amount of said indebtedness (in the inverse order of maturity) the payment of any other obligation hereby secured or the restoration or repair of the Trust Property. If Beneficiary elects to have the Trust Property restored or repaired any insurance proceeds on account of such toss or damage, less the costs if any, of collecting such proceeds (the `Net Insurance Proceeds') will be applied toward the restoration and repair of the Trust Property upon the terms and conditions hereinafter set forth in this paragraph 3 and in accordance with plans and specifications approved by Beneficiary. The Net Insurance Proceeds received in connection with any loss or damage shall be held by Beneficiary. If the FacilityNet Insurance Proceeds are placed in an interest bearing account Grantor shall be entitled to receive any interest generated from the account, which interest shall be paid after completion of the restoration or any portion thereofrepairs Grantor, is damaged with due diligence and at its expense, shall prepare or destroyed cause to be prepared by casualty loss a licensed architect all plans and specifications necessary for the repair and restoration of the Trust Property (which plans and specifications shall be subject to Beneficiary's approval which approval shall not be unreasonably withheld as long as the plans and specifications are consistent with the original construction and concept for the development of the Trust Property) and shall submit the same to Beneficiary, together with evidence, reasonably acceptable to Beneficiary, selling forth the total cost of such improvements, which shall be based upon one or more contracts proposed to be entered into by Grantor with one or more reputable, licensed and financially responsible contractors, each in form and content acceptable to Beneficiary in its reasonable discretion and each providing for the issuance of a performance and labor and material payment bond in an amount equal to the cost of the work provided for therein, naming the contractor as principal and issued by a result corporate surety acceptable to Beneficiary and naming Beneficiary as an obligee thereunder. Grantor shall be reimbursed from the Net Insurance Proceeds for the expense of any factpreparation of all plans and specifications, event or circumstance which would reasonably Beneficiary shall approve. If Beneficiary, in its reasonable discretion, deems the Net Insurance Proceeds to be expected insufficient to havecomplete the work then, individually or in the aggregate, a Material Adverse Effect (a “Casualty Loss”) after the date hereof and prior to the satisfaction start of work thereon, Grantor shall deposit with Beneficiary an amount equal to the difference between the Net Insurance Proceeds received by Beneficiary and the total contract price for such repair and restoration. Grantor may then commence the work of repair and restoration of the Trust Property and disbursements from such funds shall be made to or for the account of Grantor in accordance with a disbursement schedule, as shall be acceptable to Beneficiary, and subject to other reasonable requirements, terms and conditions. Any Net Insurance Proceeds remaining in such fund after the completion of such work and the payment in full of all costs and expenses thereby incurred shall be disbursed by Beneficiary to Grantor; provided that the closing conditions (the “Satisfaction Date”) repairs to and restoration of the PartiesTrust Property has been completed (i) to Beneficiary's reasonable satisfaction, (ii) in accordance with the plans and specifications approved by Beneficiary, and the cost (iii) free of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net any liens claims and charges of any kind and after giving effect to any insurance proceeds received nature, and provided further that all applicable governmental approvals, certificates, etc. have been obtained by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date Grantor evidencing satisfactory completion of the event giving rise repairs and restoration. Anything to the Casualty Losscontrary notwithstanding, Beneficiary's obligation to disburse moneys from such fund shall be conditioned upon there being no uncured Event of Default existing hereunder or under any Loan Documents at the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant time any such disbursement is to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closingbe made. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase PriceGrantor should fail to notify Beneficiary, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after immediately following the date occurrence of such Restoration Cost amount is provided loss or damage, of its desire to Purchaser elect use the Net Insurance Proceeds for the purpose specified herein or if an Event of Default shall have occurred and be continuing or if Grantor fails to either: provide Beneficiary with acceptable plans and specifications for the repair and restoration of the Trust Property or fails to deposit with Beneficiary the difference between the Net Insurance Proceeds and the cost of such repair and restoration, or if Grantor fails to fulfill any of the other conditions specified herein, within ninety (i90) subject to Seller’s prior written consentdays immediately following the receipt of the Net Insurance Proceeds by Beneficiary, reduce then any and all amounts received by Beneficiary under any such policies of insurance may be applied by Beneficiary upon. the Base Purchase Price by the Restoration Cost; or (ii) indebtedness secured hereby in such manner as Beneficiary may in its sole discretion elect (but not to the payment of any interest not yet accrued), whether or not such amounts are then due or, in Beneficiary's sole discretion, terminate this Agreement, in the latter case entire amount so received or any part thereof may be released to Grantor. Beneficiary shall not be responsible for such insurance or for the collection of any insurance moneys or for the insolvency of any insurer or any insurance underwriter. Application of insurance proceeds by providing written notice to SellerBeneficiary shall not cure or waive any default hereunder or invalidate any act done hereunder because of any such default. To In the extent Purchaser elects and Seller consents to reduce the amount event of sale of the Base Purchase Price pursuant Trust Property under the power of sale herein granted to Trustee or foreclosure of this Section 5.06Deed of Trust as a mortgage or if Beneficiary or a receiver appointed by the court shall take possession of the Trust Properly without sale, Purchaser willall right, at Seller’s election: (a) assign title and interest of Grantor in and to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under all transferable insurance policies covering such Facility; or (b) at Seller’s sole cost then in force and expense, use commercially reasonable efforts any unearned premiums paid thereon shall inure to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up and pass to the amount of Beneficiary in possession, receiver or purchaser at such reduction in sale, as the Base Purchase Price. During the period between the Satisfaction Date case may be, and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect Beneficiary is hereby appointed attorney-in-fact for Grantor to such Casualty Loss assign and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)transfer said policies.

Casualty Loss. (a) If the Facility, any property or asset of any portion thereof, Contributed Entity is damaged or destroyed (the “Initial Closing Casualty Items”) by casualty loss after the Execution Date and prior to the Initial Closing (an “Initial Closing Casualty Loss”), Crestwood shall prepare and deliver to CEGPS no later than 15 days following such event, a good faith and reasonable estimate of the sum of, without double-counting, (i) the cost of restoring (including by replacement) the Initial Closing Casualty Items to a condition substantially similar to its or their condition immediately prior to such Initial Closing Casualty Loss plus (ii) the amount of any lost profits reasonably expected after the Initial Closing as a result of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a “such Initial Closing Casualty Loss”) after the date hereof and prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) , in each case of the Partiesforegoing clauses (i) and (ii), and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to (without double-counting): (A) the amount of any insurance proceeds reasonably expected to actually be received by HoldCo the Contributed Entities as a result of the Initial Closing Casualty Loss (calculated net of reasonable third party out-of-pocket costs and expenses of such recoveries, including any costs or expenses attributable to increases in insurance premiums) and (B) any amounts actually expended by Crestwood or any of its Affiliates (including the Subsidiary for Contributed Entities) to repair, replace or restore any assets or property subject to such restoration) Initial Closing Casualty Loss, provided that such repair, replacement and restoration efforts are reasonably satisfactory to CEGPS (such cost as estimated calculation, an “Initial Closing Restoration Cost Calculation”). If CEGPS reasonably objects to the Initial Closing Restoration Cost Calculation prepared by Crestwood and delivers a qualified Notice of such objection to Crestwood within 10 days of receipt of the Initial Closing Restoration Cost Calculation prepared by Crestwood, then Crestwood shall cause an independent firm selected by Crestwood and reasonably acceptable to Purchaser CEGPS to prepare, within a 20-day period, an alternative Initial Closing Restoration Cost Calculation which shall be final, conclusive and Seller and selected binding on the Parties (the “Initial Closing Restoration Cost”). If CEGPS fails to object to the Initial Closing Restoration Cost Calculation prepared by Purchaser and Seller in good faith and promptly after Crestwood within 10 days of having received such calculation, then the date Initial Closing Restoration Cost Calculation prepared by Crestwood shall be deemed to be the Initial Closing Restoration Cost. If the Initial Closing or the Initial End Date is expected to occur prior to the finalization of the event giving rise Initial Closing Restoration Cost, then the Initial Closing Date shall be extended, if necessary, to no earlier than the 15th Business Day after such Initial Closing Restoration Cost is finalized and the Initial End Date shall be extended to no earlier than the 17th Business Day after such Initial Closing Restoration Cost is finalized. (b) If the Initial Closing Restoration Cost is greater than an amount equal to 1% of the Total CEGPS Contribution but does not exceed an amount equal to 12.5% of the Total CEGPS Contribution, Crestwood shall elect to either (i) repair, restore or replace such Initial Closing Casualty LossItems to their prior condition or (ii) reduce the amount of (A) the Initial CEGPS Contribution by 50% of that portion of the Initial Closing Restoration Cost that is not attributable to any Second Closing Casualty Item (such portion, the “Net Initial Closing Contributed Entities Restoration Cost”) does not exceed ten percent and (10%B) the Second CEGPS Contribution by 50% of that portion of the Base Purchase PriceInitial Closing Restoration Cost that is attributable to any Second Closing Casualty Item (such portion, Purchaser the “Crestwood Pipeline East Restoration Cost”) by delivering written Notice to CEGPS within 10 Business Days after the finalization of the Initial Closing Restoration Cost. If Crestwood elects to repair, restore or replace such Initial Closing Casualty Items, Crestwood shall use commercially reasonably efforts to repair, restore or replace the Initial Closing Casualty Items to their prior condition (which such repairs, restorations and replacements shall be reasonably satisfactory to CEGPS) and the Initial Closing shall be delayed until such Initial Closing Casualty Items are restored. If Crestwood elects to reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by Initial CEGPS Contribution and the amount of the Restoration Cost and, subject to the prior written consent of the SellerSecond CEGPS Contribution, such Initial Closing Casualty Loss and shall not otherwise affect the Initial Closing or the Second Closing. If the Initial Closing Restoration Cost is in excess of ten percent (10%) an amount equal to 12.5% of the Base Purchase PriceTotal CEGPS Contribution, Purchaser mayeither Party may elect, by notice Notice to Seller at any time prior to or the other Party within thirty (30) days 10 Business Days after the date such finalization of the Initial Closing Restoration Cost amount is provided Cost, to Purchaser terminate this Agreement. If neither Party terminates this Agreement pursuant to the preceding sentence, Crestwood shall elect to either: either (i) subject repair, restore or replace such Initial Closing Casualty Items to Seller’s their prior written consent, reduce the Base Purchase Price by the Restoration Cost; condition or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of (A) the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect Initial CEGPS Contribution by 50% of the Net Initial Closing Contributed Entities Restoration Cost and (B) the Second CEGPS Contribution by 50% of the Crestwood Pipeline East Restoration Cost. If Crestwood elects to repair, the amounts of restore or replace such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).Initial

Casualty Loss. If (a) Prior to Closing, if a portion of the Facility, or any portion thereof, Assets is damaged or destroyed by fire, vandalism, theft, or other casualty loss or as a result is taken in condemnation or under right of any fact, event or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect eminent domain (a “Casualty Loss”) after and the date hereof resulting Losses are less than $500,000, then the Assets affected by such Casualty Loss shall be included in the Assets conveyed by Seller to Buyer pursuant to this Agreement at the Closing, notwithstanding such Casualty Loss, without any reduction to the Purchase Price with respect thereto. Prior to Closing, if a portion of the Assets suffers a Casualty Loss and the resulting losses from such Casualty Loss exceeds $500,000, Seller shall promptly advise Buyer thereof in writing and Buyer shall purchase the affected Asset at Closing for the Allocated Values of the Assets reduced by Seller’s good faith estimated cost to repair or replace, as applicable, such Assets (with equipment, properties, or assets of similar utility or value) up to, in the case of Leases or Xxxxx, the Allocated Values thereof, net of any payments as may be received from Seller’s insurers and paid to Buyer at or prior to the satisfaction of all the closing conditions Closing attributable to any applicable insurance claims made on such Casualty Loss (the net reduction being the “Satisfaction DateEstimated Net Casualty Loss”). Seller, at its sole option, may elect to cure such Casualty Loss to the extent pertaining to personal property by notifying Buyer in writing prior to Closing and replacing (at Seller’s expense and without charge therefor under Section 2.3) any personal property that is the subject of such Casualty Loss with personal property of equal grade and utility; if Seller timely cures such Casualty Loss, Buyer shall purchase the Partiesaffected Asset at Closing for the Allocated Value thereof. In each case, Seller shall retain all rights to insurance, condemnation awards, and other claims against third Persons with respect to the casualty or taking except to the extent the Parties otherwise agree in writing; provided, however, (i) if the cost of restoring such damaged insurance is included as a Property Expense for which Buyer is liable or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (Buyer otherwise assumes such cost under this Agreement, then Seller shall take such action as estimated by a qualified firm may be reasonably acceptable necessary to Purchaser cause Buyer to receive the benefit of such insurance and (ii) Seller and selected by Purchaser and Seller in good faith and promptly after shall take such action as may be reasonably necessary to cause Buyer to receive the date benefit of all claims against third Persons (including the event giving rise assignment of such claims) with respect to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice excluding claims for repair costs to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents such costs have resulted in a decrease to reduce the amount of the Base Purchase Price pursuant to this Section 5.068.4 or Seller has borne such costs under this Section 8.4). To the extent the Purchase Price is reduced at Closing by the Estimated Net Casualty Loss of any Casualty Loss, Purchaser willthen promptly after Buyer determines the actual cost to repair or replace, at Seller’s election: as applicable, the Assets affected by such Casualty Loss (a) assign such cost, not to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Sellerexceed, in either the case only up of a Lease or Well, the Allocated Value of such Lease or Well, the “Actual Net Casualty Loss”), Buyer shall give written notice thereof to Seller. If the Actual Net Casualty Loss is more than the Estimated Net Casualty Loss, Seller shall pay Buyer the amount of such reduction in difference. If the Base Purchase Price. During Actual Net Casualty Loss is less than the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Estimated Net Casualty Loss, including promptly commencing Buyer shall pay to Seller the restoration work amount of such difference. Any such payment by a Party shall be made by wire transfer of immediately available funds within five days following Buyer’s notice of the Actual Net Casualty Loss. (b) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect any Asset or portion thereof after the date of this Agreement, but no taking of such Casualty Loss. To the extent Seller Asset or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up portion thereof occurs prior to the amount equal Closing Date, Buyer shall nevertheless be required to close and Seller, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in such condemnation or eminent domain action, including any future awards therein, insofar as they are attributable to the Restoration Cost by which Assets threatened to be taken, except that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against third parties for the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added recovery of Seller’s costs and expenses incurred prior to the Base Purchase Price (as adjusted pursuant Closing in defending or asserting rights in such action with respect to Section 2.04)the Assets.

Casualty Loss. If (a) In the Facilityevent of damage by fire or other casualty to the facilities, equipment or other tangible personal or real property of any portion thereofCompany after the date of this Agreement but prior to the Closing (a “Casualty Loss”), is damaged or destroyed by casualty loss or then, subject to Section 8.1 and this Section 6.16, this Agreement shall remain in full force and effect the Buyer shall not be entitled to indemnification as a result of such Casualty Loss or the effects thereof (unless and to the extent such Casualty Loss was caused by a breach of this Agreement by the Sellers for which the Buyer would otherwise be entitled to indemnification hereunder), and: (i) if the Restoration Cost is 1% of the Base Purchase Price or less, then (A) no Party shall have the right or option to terminate this Agreement, (B) there shall be no reduction in the amount of the Purchase Price, (C) the Sellers shall have no obligation to repair or replace the damaged or destroyed assets and (D) such Casualty Loss shall have no effect for the purposes of determining whether the Buyer’s conditions to the Closing set forth in Article VII have been fulfilled; (ii) if the Restoration Cost is more than 1% and less than 15 % of the Base Purchase Price, then the Sellers shall, at the Sellers’ sole election, either (A) reduce the amount of the Purchase Price by such Restoration Cost, (B) pay to the Buyer all amounts received by such Seller as a result of such Casualty Loss and assign to the Buyer at the Closing all insurance claims under the insurance policies held by such Seller or its Affiliates and all claims against third parties in connection with such Casualty Losses or (C) prior to the Closing, repair or replace such damaged assets to a condition similar to the condition of the affected assets immediately prior to the Casualty Loss and retain all insurance claims arising from such Casualty Loss, provided, however, that the Sellers shall consult with the Buyer regarding the scope and nature of any factrepairs or restoration prior to commencing work and shall consider in good faith any revisions proposed by the Buyer; provided further, that such Casualty Loss described in this clause (ii) shall have no effect for purposes of determining whether the Buyer’s condition to the Closing set forth in Article VII have been fulfilled following the Sellers’ election to reduce the Purchase Price in accordance with Section 6.16(a)(ii)(A) or to make the payments or assignments in accordance with Section 6.16(a)(ii)(B) or the Sellers’ repair or replacement of the damaged assets in accordance with Section 6.16(a)(ii)(C). (iii) if the Restoration Cost is equal to 15% or more of the Base Purchase Price, then (A) either the Buyer or the Sellers may elect, in their respective sole discretion, to terminate this Agreement by written notice to the other Party, or (B) if neither Party elects to terminate the Agreement pursuant to this Section 6.16 within 30 days following the determination of the Restoration Cost, then at the Closing, the Sellers shall pay to the Buyer all amounts received by such Sellers as a result of such Casualty Losses and assign to the Buyer at the Closing all insurance claims under the insurance policies held by such Seller or its Affiliates (including any claims for interruption of the Acquired Business) in connection with such damaged assets; provided, however, that if neither Party elects to terminate the Agreement pursuant to this Section 6.16, then such Casualty Losses shall have no effect for purposes of determining whether the conditions to the Closing set forth in Article VII have been fulfilled. (b) In the event the Sellers elect to repair or circumstance which would reasonably be expected replace such damaged or destroyed assets or reduce the Purchase Price by the Restoration Cost pursuant to havethis Section 6.16 and the Companies subsequently receive any insurance proceeds following the Closing with respect to such casualty event, then the Buyer shall promptly remit all such insurance proceeds to the Sellers. (c) The term “Restoration Cost” shall mean the sum of the cost of restoring or repairing the damaged Assets, individually or in the aggregate, to a Material Adverse Effect (a “Casualty Loss”) after condition similar to the date hereof and condition of such Assets immediately prior to the satisfaction Casualty Loss, plus the amount of all any lost profits to the closing conditions (Companies affected by such Casualty Loss from and after the “Satisfaction Date”) Closing Date reasonably expected to accrue as a result of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition Casualty Loss (net of and after giving effect to any expected business interruption insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost proceeds), in each case as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date Buyer and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Sellers.

Casualty Loss. If (a) If, during the FacilityInterim Period, all or any portion thereof, is of the Acquired Assets are damaged or destroyed in whole or in part (the portion of the Acquired Assets so damaged or destroyed, the “Damaged Portion”), whether by fire, theft, vandalism, flood, wind, explosion or other casualty loss or (a “Casualty Event”), Seller shall notify Buyer promptly in writing (a “Casualty Event Notice”) of the Casualty Event. The Casualty Event Notice shall include: (i) a reasonable description of the facts and circumstances surrounding the Casualty Event; (ii) Seller’s preliminary assessment of the effect of the Casualty Event on the Acquired Assets; and (iii) Seller’s preliminary assessment of whether, and the extent to which, any losses sustained as a result of any fact, event such Casualty Event are covered by one or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect more insurance policies (a “Casualty Loss”including property/casualty and workers’ compensation policies) after the date hereof and maintained immediately prior to the satisfaction Closing by Seller. (b) If: (i) Seller reasonably expects the Damaged Portion resulting from a Casualty Event can be fully repaired or restored in accordance with applicable Laws on or before the date that is 180 days following the occurrence of all the closing conditions Casualty Event (the “Satisfaction Casualty Event Termination Date”); and (ii) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise damage due to the Casualty Loss, the “Restoration Cost”) does not exceed Event is greater than ten percent (10%) of the Base Purchase Price, Purchaser then Buyer may elect, in its sole discretion, to either (A) repair and restore such Damaged Portion at Buyer’s expense, and Buyer shall reduce the amount be entitled to all of the Base Purchase Price insurance proceeds which Seller or any of its Affiliates actually receive with respect to such Casualty Event, or (as adjusted pursuant B) notify Seller that Buyer does not elect to Section 2.04repair and restore such Damaged Portion, at which xxxx Xxxxxx can elect to either (1) repair or restore such Damaged Portion by the amount of Casualty Event Termination Date, or (2) not repair or restore such Damaged Portion by the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the ClosingEvent Termination Date. If Seller reasonably expects the Restoration Cost is Damaged Portion resulting from a Casualty Event cannot be fully repaired or restored in excess of accordance with applicable Laws on or before the Casualty Event Termination Date, then either Party may either (i) terminate this Agreement or (ii) agree to a mutually acceptable solution related thereto. (c) If, with respect to any Casualty Event greater than ten percent (10%) of the Base Purchase PricePrice that Buyer elected not to repair and restore such Damaged Portion, Purchaser maySeller elects to repair or restore such Damaged Portion by the Casualty Event Termination Date, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: then: (i) subject Seller shall promptly commence and diligently execute the repair and/or restoration of such Damaged Portion to Seller’s the condition thereof immediately prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) to such Casualty Event in a good and workmanlike manner and in accordance with applicable Laws at its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to Seller any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, ; (ii) Seller shall consult with Purchaser in respect be entitled to all of remediating the Casualty Loss, including promptly commencing the restoration work insurance proceeds with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Cost, the amounts of such actual capital expenditures, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04).Event;

Casualty Loss. If the FacilityPremises shall be partially damaged by fire or other casualty insured under insurance policies maintained under this Lease ("Casualty Insurance Policies"), and if Landlord's lender(s) shall permit such insurance proceeds to be so used, then upon Landlord's receipt of the insurance proceeds, Landlord shall, except as otherwise provided herein, promptly repair and restore the same (exclusive of Tenant's improvements, personal property, trade fixtures, decorations, signs, and contents) substantially to the condition thereof existing immediately prior to such damage or any portion thereofdestruction; limited, however, to the extent of the insurance proceeds received by Landlord for such casualty. If by reason of such occurrence: (a) the Premises is rendered wholly untenantable; or (b) the Premises is damaged in whole or destroyed by casualty loss or in part as a result of any fact, event a risk which is not covered by the Casualty Insurance Policies; or circumstance which would reasonably (c) Landlord's lender(s) shall not permit a sufficient amount of the insurance proceeds to be expected to have, individually used for restoration purposes; or (d) the Premises is damaged in whole or in part during the aggregatelast twelve (12) months of the Lease Term including any then properly exercised extension periods); or (e) the building or buildings which then comprise the Premises are damaged (whether or not the Premises is damaged) to an extent of twenty-five percent (25%) or more of the then fair market value of all such building or buildings; then Landlord may elect either to repair the damage as aforesaid, or to cancel this Lease by written notice of cancellation given to Tenant or Tenant may elect to cancel this Lease by written notice of cancellation given, and Tenant shall vacate and surrender the Premises to Landlord within fifteen (15) days after receipt of such notice or as soon thereafter as is feasible under the circumstances. If no such notice is given by Landlord or Tenant within said sixty (60) day period, then Landlord shall be required to restore the Premises, as provided above. In addition, Tenant may also terminate this Lease, by written notice to Landlord, if Landlord shall fail to restore the damaged portions of the Premises within one hundred eighty (180) days after or other cause beyond its reasonable control, from completing the restoration within said one hundred eighty (180) day period, and if Landlord shall provide Tenant with written notice of such cause for delay within fifteen (15) days of the occurrence thereof, said notice to contain the reason for delay and a Material Adverse Effect good faith estimate of the period of the delay caused thereby, then Landlord shall have an additional period beyond said one hundred eighty (180) days, equal to the period Landlord is delayed by causes beyond its reasonable control, in which to restore the damaged areas of the Premises; and Tenant may not elect to terminate this Lease until said additional period has expired with Landlord having failed to complete such restoration. In such case, Tenant's fifteen (15) day notice of termination period shall begin to run upon the expiration of Landlord's additional period for restoration. Upon the termination of this Lease, Tenant's liability for the Rent and other charges reserved hereunder shall cease as of the effective date of the termination of this Lease, subject, however, to the provisions for the prior abatement of Rent hereinafter set forth. Unless this Lease is terminated as aforesaid, this Lease shall remain in full force and effect, and Tenant shall promptly repair, restore, or replace Tenant's improvements, trade fixtures, decorations, signs, and contents in the Premises in a “Casualty Loss”) after the date hereof manner and to at least a condition substantially equal to that existing prior to the satisfaction of all casualty to the closing conditions (the “Satisfaction Date”) of the PartiesPremises, and the cost proceeds of restoring all insurance carried by Tenant on its said property shall be held and disbursed by or on behalf of Tenant for the purposes of such damaged repair, restoration, or destroyed Facility replacement. Except as hereafter provided to a condition reasonably comparable the contrary, if by reason of such casualty the Premises is rendered wholly untenantable, the Rent and other charges payable by Tenant shall be fully abated, or if only partially damaged, such Rent and other charges shall be abated proportionately as to its prior condition that portion of the Premises rendered untenantable, in either event (net of and after giving effect to any insurance proceeds received by HoldCo or unless the Subsidiary for such restorationLease is terminated, as aforesaid) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after from the date of such casualty until fifteen (15) days after notice by Landlord to Tenant that the event giving rise Premises have been substantially restored, or until Tenant's has resumed its business operations in the Premises, whichever shall occur sooner. Tenant shall continue the operation of Tenant's business in the Premises or any part thereof not so damaged during any such period, to the Casualty Lossextent reasonably practicable from the standpoint of prudent business management, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) by the amount of the Restoration Cost and, except for such abatement of Rent and other charges as hereinabove set forth, nothing herein contained shall be construed to xxxxx Tenant's obligations hereunder. Provided, however, and subject to the prior written consent terms of the SellerSection 17E hereof, such Casualty Loss and Tenant shall not affect the Closing. If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Pricereimburse Landlord, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date completion of such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consentrestoration, reduce for the Base Purchase Price full cost of such restoration if any such damage or casualty shall be caused by the Restoration Cost; negligence or (ii) in its sole discretionother wrongful act or omission of Tenant, terminate or of Tenant's subtenants, concessionaires, licensees, contractors, employees, agents, or invitees, or their respective agents or employees, and there shall be no abatement of Rent or other charges which are Tenant's obligation under this Agreement, in Lease. Except for the latter case by providing written notice to Seller. To the extent Purchaser elects and Seller consents to reduce the amount abatement of the Base Purchase Price pursuant to this Section 5.06Rent and other charges hereinabove set forth, Purchaser willTenant shall not be entitled to, at Seller’s election: (a) assign to Seller and hereby waives, all claims against Landlord for any rights to any contribution available under any rights to insurance claims compensation or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, damage for loss of use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work with respect to such Casualty Loss and promptly filing claims with insurance companies under applicable insurance policies in respect of such Casualty Loss. To the extent Seller or HoldCo or the Subsidiary has made any actual capital expenditures in respect of the Restoration Costwhole or any part of the Premises, the amounts of and for any inconvenience or annoyance occasioned by any such actual capital expendituresdamage, up to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06destruction, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)repair, or restoration.

Casualty Loss. If (a) If, during the FacilityInterim Period, all or any portion thereof, is of the Acquired Assets are damaged or destroyed in whole or in part (the portion of the Acquired Assets so damaged or destroyed, the “Damaged Portion”), whether by fire, theft, vandalism, flood, wind, explosion or other casualty loss or (a “Casualty Event”), Seller shall notify Buyer promptly in writing (a “Casualty Event Notice”) of the Casualty Event. The Casualty Event Notice shall include: (i) a reasonable description of the facts and circumstances surrounding the Casualty Event; (ii) Seller’s preliminary assessment of the effect of the Casualty Event on the Acquired Assets; and (iii) Seller’s preliminary assessment of whether, and the extent to which, any losses sustained as a result of any fact, event such Casualty Event are covered by one or circumstance which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect more insurance policies (a “Casualty Loss”including property/casualty and workers’ compensation policies) after the date hereof and maintained immediately prior to the satisfaction of all the closing conditions (the “Satisfaction Date”) of the Parties, and the cost of restoring such damaged or destroyed Facility to a condition reasonably comparable to its prior condition (net of and after giving effect to any insurance proceeds received by HoldCo or the Subsidiary for such restoration) (such cost as estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the Casualty Loss, the “Restoration Cost”) does not exceed ten percent (10%) of the Base Purchase Price, Purchaser shall reduce the amount of the Base Purchase Price (as adjusted pursuant to Section 2.04) Closing by the amount of the Restoration Cost and, subject to the prior written consent of the Seller, such Casualty Loss and shall not affect the Closing. If the Restoration Cost is in excess of ten percent . (10%b) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to eitherIf: (i) subject to Seller’s prior written consent, reduce Seller reasonably expects the Base Purchase Price by Damaged Portion resulting from a Casualty Event can be fully repaired or restored in accordance with applicable Laws on or before 180 days following the Restoration Costoccurrence of the Casualty Event (the “Casualty Event Termination Date”); or and (ii) the Casualty Event is greater than $10,000,000.00, then Buyer may elect, in its sole discretion, terminate this Agreementto either (A) repair and restore such Damaged Portion at Buyer’s expense, in the latter case by providing written notice and Buyer shall be entitled to Seller. To the extent Purchaser elects and Seller consents to reduce the amount all of the Base Purchase Price pursuant to this Section 5.06, Purchaser will, at Seller’s election: (a) assign to insurance proceeds which Seller or any rights to any contribution available under any rights to insurance claims or recoveries available under insurance policies covering such Facility; or (b) at Seller’s sole cost and expense, use commercially reasonable efforts to pursue such available contribution, claims or recoveries on Seller’s behalf for the benefit of Seller, in either case only up to the amount of such reduction in the Base Purchase Price. During the period between the Satisfaction Date and the Closing, Seller shall consult with Purchaser in respect of remediating the Casualty Loss, including promptly commencing the restoration work its Affiliates actually receive with respect to such Casualty Loss Event, or (B) notify Seller that Buyer does not elect to repair and restore such Damaged Portion, at which xxxx Xxxxxx can elect to either (1) repair or restore such Damaged Portion by the Casualty Event Termination Date, or (2) not repair or restore such Damaged Portion by the Casualty Event Termination Date. If Seller reasonably expects the Damaged Portion resulting from a Casualty Event cannot be fully repaired or restored in accordance with applicable Laws on or before the Casualty Event Termination Date, then either Party may either (i) terminate this Agreement or (ii) agree to a mutually acceptable solution related thereto. (c) If, with respect to any Casualty Event greater than $10,000,000 that Buyer elected not to repair and restore such Damaged Portion, Seller elects to repair or restore such Damaged Portion by the Casualty Event Termination Date, then: (i) Seller shall promptly filing claims commence and diligently execute the repair and/or restoration of such Damaged Portion to the condition thereof immediately prior to such Casualty Event in a good and workmanlike manner and in accordance with applicable Laws at its sole cost and expense; (ii) Seller shall be entitled to all of the insurance companies proceeds to which the Seller or any of its Affiliates are entitled with respect to such Casualty Event; (iii) such Casualty Event shall have no effect for purposes of determining whether Buyer’s conditions to Closing set forth in Section 9.1 or Section 9.2 have been fulfilled; and (iv) the Closing and the Termination Date shall be delayed for such reasonable time as is necessary for Seller to complete any such repair or restoration. (d) If, with respect to any Casualty Event greater than $10,000,000 that Buyer elected not to repair and restore such Damaged Portion, Seller elects not to repair or restore such Damaged Portion by the Casualty Event Termination Date, then Buyer may elect by written notice to Seller not later than fifteen (15) days after Buyer’s receipt of the Seller’s election not to repair or restore such Damaged Portion to either: (A) proceed to Closing, and (i) neither Party’s rights or obligations under applicable insurance policies this Agreement shall be affected in respect any way; (ii) no breach of any representations or warranties under this Agreement shall be deemed to have occurred as a result of such Casualty Loss. To Event; and (iii) there shall be a reduction in the extent Seller amount of $10,000,000.00 to the Purchase Price; or HoldCo (B) elect not to close, at which time either Party may terminate this Agreement. (e) If the Casualty Event is $10,000,000.00 or the Subsidiary has made less, then: (i) neither Party’s rights or obligations under this Agreement shall be affected in any actual capital expenditures in respect way; (ii) no breach of the Restoration Cost, the amounts any representations or warranties under this Agreement shall be deemed to have occurred as a result of such actual capital expenditures, up Casualty Event; and (iii) there shall be no change to the amount equal to the Restoration Cost by which the Base Purchase Price (as adjusted pursuant to Section 2.04) was reduced in accordance with this Section 5.06, shall be added to the Base Purchase Price (as adjusted pursuant to Section 2.04)Price.