Common use of Damage and Destruction Clause in Contracts

Damage and Destruction. ‌ (a) The interest of the City in and to each Entertainment Venue shall be at the risk of the City until Closing. If any damage or destruction to an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if the damage or destruction would not be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restoration, in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (ii) if such damage or destruction is not Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to a date which is five Business Days after the earlier of the date such election is made or the period for making such election has expired. (b) If any damage or destruction to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result of such damage or destruction, redevelopment of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement only as it relates to the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); and

Damage and Destruction. ‌ (a) The interest Neither Licensor nor Licensee shall have any responsibility to each other in the event of any damage to or theft of any equipment or property of the City in and to each Entertainment Venue shall be at the risk of the City until Closing. If any damage or destruction to an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) other party except if the damage or destruction would not be substantially addressed, resolved, remedied or rendered inconsequential caused by the Arena Work, Concert Hall Work gross negligence or Convention Centre Work, as the case may bewillful misconduct of such party, and the cost of repair or restorationparty incurring such loss shall look to its own insurance coverage, if any, for recovery in the opinion event of an independent architect or engineer (the "Expert Opinion") selected by the Cityany such damage, given within 30 days of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (ii) if such damage or destruction is not Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to a date which is five Business Days after the earlier of the date such election is made or the period for making such election has expiredtheft. (b) If any damage a License Area is destroyed or destruction to a Property damaged by fire or other than an Entertainment Venue occurs during the Agreement Periodcasualty, the City License Fee as to such License Area shall forthwith give notice xxxxx (entirely if all or substantially all of the License Area is damaged and rendered untenantable and proportionately if only a portion of the License Area is damaged and rendered untenantable, in both cases only to the extent that Licensor’s rent under the Lease is also abated) from the date of the casualty to the date by which (as provided in the Lease covering the License Area) the related landlord or Licensor shall have repaired and restored the License Area or damaged portion thereof (but not Licensee’s property and equipment therein) to HUPEG and:substantially the same condition it was in prior to the occurrence of such casualty. If the casualty or damage occasioned to the License Area, or to the Premises covered by the related Lease, of which the damaged License Area forms a part, shall be so extensive as to entitle either or both of the landlord and Licensor to terminate the Lease, and either such landlord or Licensor shall terminate the Lease therefor in accordance with the terms thereof, then this License Agreement with respect to the License Area shall automatically terminate on the Lease termination date, as provided in paragraph 2(b) hereof. (ic) if, solely as a result of such damage or destruction, redevelopment of In the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days event of the occurrence of a casualty or condemnation which affords Licensor a right under the Lease to terminate the Lease by reason of such damage casualty or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior to the Initial Closingcondemnation, then HUPEG may, by notice given Licensee shall have the exclusive right to the City within five Business Days after receipt determine whether to exercise such right of the Expert Opinion, elect to terminate this Agreement, termination in its sole and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement only as it relates to the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); andabsolute discretion.

Damage and Destruction. ‌ If at any time prior to the Closing, Seller determines that the Real Property has been destroyed or damaged by earthquake, flood or other casualty and that such damage will require more than $1,000,000.00 to repair (a) The interest a "Casualty"), or if a proceeding is instituted for the taking of all or any material portion of the City in Real Property under the power of eminent domain (a "Taking"), then Buyer shall have the right by giving written notice to Seller and to each Entertainment Venue shall be at Title Company within thirty (30) days after the risk date of the City until Closing. If receipt of written notice of any damage such Casualty or destruction to an Entertainment Venue occurs during the Agreement PeriodTaking, the City shall forthwith give notice thereof to HUPEG and: either to: (i) consummate the purchase of the Property in accordance with this Agreement, in which event Seller shall assign to Buyer at the Closing (A) any insurance proceeds payable to Seller on account of such Casualty, in which event Buyer shall receive as a credit against the Purchase Price the amount of the deductible portion of Seller's insurance policy, and the reasonable costs, if any, incurred by Buyer in obtaining such insurance proceeds, or (B) any award payable to Seller by reason of the damage or destruction would not be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre WorkTaking, as the case may be, and the cost of repair ; or restoration, in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (ii) if terminate this Agreement effective as of the date such damage or destruction notice of termination is not Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected given. If Buyer fails to exercise its termination right pursuant to (a) abovegive such notice within such 30-day period, then neither Party Buyer shall be deemed to have any right elected to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign pursuant to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destructionthis Article 7. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial The Closing Date shall be postponed deferred, if necessary, to permit Buyer to have the 15-day period following receipt of notice of a date which is five Business Days after Casualty or a Taking to make the earlier of the date such election is made or the period for making such election has expired. (b) specified hereinabove. If any damage or destruction Buyer terminates this Agreement pursuant to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result of such damage or destruction, redevelopment of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior to the Initial Closingthis Article 7, then HUPEG maythe Deposit shall be returned to Buyer, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate and neither Seller nor Buyer shall have any further obligations under this Agreement, and except Buyer's obligation to perform the parties Continuing Obligations. However, notwithstanding the foregoing, Buyer's delivery of Buyer's work product to Seller in compliance with Section 4.4 shall be released from all obligations under this Agreement (except those which are expressly stated a condition precedent to survive Buyer's right to obtain disbursement of the Deposit upon termination of this Agreement); and (B) if such Irreparable Damage occurs during Agreement pursuant to this Article 7. Nothing herein shall be deemed to constitute an obligation on the Agreement Period but after the Initial Closing, then HUPEG may, by notice given part of Seller to carry or maintain any insurance of any kind whatsoever pertaining to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement only as it relates to the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); and.

Damage and Destruction. ‌ (a) The interest of If the City in and to each Entertainment Venue Licensed Space or any part thereof shall be at the risk of the City until Closing. If any damage damaged by fire or destruction to an Entertainment Venue occurs during the Agreement Periodother casualty, the City Licensee shall forthwith give immediate notice thereof to HUPEG and: (i) if the damage or destruction would not be substantially addressedLicensor and this Agreement shall continue in full force and effect, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restoration, in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, unless Licensor shall elect to terminate this AgreementAgreement as set forth below. In the event that this Agreement shall not be so terminated, Licensor shall restore the Licensed Space at Licensor's expense and the parties Licensee Fee and License Consideration shall be released proportionately abated during the period in which Licensor is restoring the Licensed Space if all or any portion of the Licensed Space is unusable by Licensee for the purposes set forth in Paragraph 4 above during such period. Licensee's liability for the full amount of the Licensee Fee and License Consideration shall resume five (5) days after written notice from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); andLicensor that the Licensed Space is substantially ready for Licensee's occupancy. (iib) if such damage In the event that the Licensed Space is rendered wholly or destruction is substantially unusable (whether or not Substantial Damage the Licensed Space has been damaged in whole or is damage in part) by fire or destruction that would other casualty (of which fact Licensor shall be substantially addressedthe sole judge), resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right Licensor may elect to terminate this Agreement by virtue thereofwritten notice to Licensee given within sixty (60) days after such fire or casualty, specifying the Parties shall complete date for the Initial Transactions and the City will assign to HUPEG on the Initial Closing Dateexpiration of this Agreement, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date which shall be postponed to a date which is five Business Days no more than thirty (30) days after the earlier giving of the date such election is made or the period for making such election has expirednotice. (bc) If any damage or destruction Licensor shall fail within thirty (30) days after notice by Licensee to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result Licensor of such damage or destruction, redevelopment casualty to restore the damaged portion of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of Licensed Space to substantially the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but condition existing prior to the Initial Closingsuch casualty, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, Licensee may elect to terminate this Agreement only as it relates by written notice to Licensor given prior to completion of such restoration, specifying the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in date for the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination expiration of this Agreement), which shall be no more than thirty (30) days after the giving of such notice. (d) Nothing contained herein shall relieve Licensee from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Licensor and Licensee each hereby releases and waives all rights of recovery against the other or anyone claiming through or under the other, by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both parties' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also provided that such clause can be obtained without additional premium; andit being agreed, however, that the party whose insurance carrier requires such additional premium shall notify the other party thereof and such other party shall have the right to pay such additional premium. (e) Licensee acknowledges that Licensor will not carry insurance on the improvements, furniture, furnishings, fixtures and equipment and other personal property required to be insured by Licensee pursuant to Paragraph 7(a) above and Licensor will not be obligated to repair any damage thereto or replace the same. (f) Licensee hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this Paragraph 8 shall govern and control in lieu thereof.

Damage and Destruction. ‌ If at any time prior to the Closing, Seller determines that the Property has been destroyed or damaged by earthquake, flood or other casualty and that such damage will require more than Five Hundred Thousand Dollars ($500,000.00) to repair (a “Casualty”), or if a proceeding is instituted for the taking of all or any material portion of the Property under the power of eminent domain (a “Taking”), then Buyer shall have the right by giving written notice to Seller and Title Company within ten (10) business days after the date of receipt of prior written notice from Seller of any such Casualty or Taking, either to: (a) The interest consummate the purchase of the City Property in and accordance with this Agreement; or (b) terminate this Agreement effective as of the date such notice of termination is given. If Buyer fails to each Entertainment Venue give such notice within such ten (10) business day period, then Buyer shall be at deemed to have elected to terminate this Agreement pursuant to this Article 7. The Closing Date shall be deferred, if necessary, to permit Buyer to have the risk ten (10) business day period following receipt of written notice from Seller of a Casualty or a Taking or such additional time as may reasonably necessary to allow Buyer to accurately assess the length of time needed to repair the Property in order for Buyer to make the election specified hereinabove. If Buyer terminates this Agreement pursuant to this Article 7, then the Deposit shall be returned to Buyer, and neither Seller nor Buyer shall have any further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). If Buyer elects to consummate the purchase of the City until Property in accordance with this Agreement, then upon the Closing. If any damage or destruction to an Entertainment Venue occurs during , there shall be a credit against the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: Purchase Price due hereunder due hereunder (“C/C Credit”) equal to: (i) if the damage or destruction would not be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost amount of repair or restoration, in the opinion of an independent architect or engineer any insurance proceeds (the "Expert Opinion") selected by the City, given within 30 days of the occurrence of such excepting therefrom rental loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given insurance proceeds allocable to the City within five Business Days after receipt period prior to Closing) or condemnation awards actually collected by and paid to Seller as a result of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (ii) if any such damage or destruction is not Substantial Damage or is damage condemnation, less any sums expended by Seller toward the restoration or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect repair of the period prior to the Closing DateProperty, plus (ii) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim of Seller (except any earthquake deductible) incurred with respect to such damage or destruction. If the proceeds or awards have not been collected as of the Closing, or the restoration or repairs have not been completed by Seller, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums expended to repair or restore the Property. Buyer shall be bound to purchase the Property for the full Purchase Price in accordance with and subject to the terms of this Agreement, without regard to the occurrence or effect of any damage to the Property or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to a date which is five Business Days after the earlier of any improvements thereon or condemnation of any portion of the date such election is made or Property, provided that: (a) the period for making such election has expired. (b) If cost to repair any damage or destruction to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result of such damage or destruction, redevelopment or the diminution in the value of the remaining Property would as a result of a partial condemnation, does not be commercially feasible, as determined by an Expert Opinion, given within 90 days of the occurrence of such damage or destruction exceed Five Hundred Thousand Dollars (such damage or destruction, “Irreparable Damage”$500,000), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties amount of insurance proceeds available to Seller, when added to the amount of Seller’s deductible, is sufficient to cover the cost to restore the damage to or destruction of the applicable improvements; and (b) upon the Closing, there shall be released from all obligations under this Agreement a credit against the Purchase Price due hereunder equal to the C/C Credit; provide further, however, if the facts described in the foregoing item (except those which a) are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closingnot satisfied, then HUPEG may, by notice given to Buyer shall have the City within five Business Days after receipt of the Expert Opinion, elect right to terminate this Agreement only as it relates in accordance with the provisions of the first sentence of this Section 7.1. Nothing herein shall be deemed to constitute an obligation on the part of Seller to carry or maintain any insurance of any kind whatsoever pertaining to the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); and.

Damage and Destruction. ‌‌ If, at any time during the Term, the Building shall be damaged or destroyed, either in whole or in part, by fire or other peril insured against by the Licensor, then, and in every such event: (aA) The interest of If the City in and to each Entertainment Venue shall be at the risk of the City until Closing. If any damage or destruction to an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if the damage or destruction would not be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restorationBuilding is such that, in the opinion of an independent architect or engineer the Architect to be given to the Licensee within twenty (the "Expert Opinion"20) selected by the City, given within 30 days of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (ii) if such damage or destruction is not Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to a date which is five Business Days after the earlier of the date such election is made or the period for making such election has expired. (b) If any damage or destruction to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result of such damage or destruction, redevelopment of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of the occurrence of such damage or destruction (such damage or destruction, the “Irreparable Date of Damage”), then: (A) if such Irreparable the Licensed Premises are rendered partially unfit for occupancy or impossible or unsafe for use or occupancy, then the Licence Fee shall xxxxx as of the Date of Damage occurs during the Agreement Period but prior in proportion to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt part of the Expert Opinion, elect to terminate this AgreementLicensed Premises which is rendered unfit for occupancy or impossible or unsafe for use or occupancy, and Licence Fee will not be payable again until such time as the parties shall be released from all obligations under this Agreement (except those which are expressly stated Licensed Premises and the Improvements have been fully restored by the Licensor to survive termination their condition as of this Agreement); andthe Commencement Date. (B) if If the damage or destruction to the Building is such Irreparable Damage occurs during that, in the Agreement Period but after opinion of the Initial Closing, then HUPEG may, by notice Architect to be given to the City Licensee within five Business Days after receipt twenty (20) days of the Expert OpinionDate of Damage, elect the Licensed Premises are rendered wholly unfit for occupancy or impossible or unsafe for use or occupancy, or that reasonable or convenient access is prevented thereto, and if, in either event, the damage, in the opinion of the Architect to be given to the Licensee within twenty (20) days of the Date of Damage, cannot be repaired with reasonable diligence within one hundred and twenty (120) days of the Date of Damage, then either the Licensor or the Licensee may terminate this Agreement only as it relates tenancy within twenty (20) days following the date of the giving of the Architect’s opinion, upon written notice to the applicable Development Property Transaction other party, in which event this Licence will be at an end as of the Date of Damage and the Licence Fee shall be apportioned and paid in full to the Date of Damage. (C) In the event that neither the Licensor nor the Licensee shall terminate this Licence in accordance with the provisions of Section 7.7(b) of this Licence, then the Licensor shall repair the Licensed Premises, the Improvements and not the Building with all reasonable speed and the Licence Fee hereby reserved shall xxxxx from the Date of Damage until the later date of either (i) the Licensed Premises and Improvements are restored to their condition as of the Commencement Date; or (ii) reasonable and convenient access is restored thereto, as the case may be. (D) If the damage or destruction is such that, in the opinion of the Architect to be given to the Licensee within twenty (20) days of the Date of Damage, the Licensed Premises are rendered wholly unfit for occupancy or if it relates is impossible or unsafe to any other Transaction or Property)use and occupy the Licensed Premises, and if, in either event, the damage, in the event so terminated: opinion of the Architect to be given within twenty (I20) days from the parties Date of Damage, can be repaired with reasonable diligence within one hundred and twenty (120) days of the Date of Damage, then the Licence Fee shall xxxxx from the Date of Damage until the date the Licensed Premises and Improvements are restored to their condition as of the Commencement Date, provided that the Licensor shall repair the Licensed Premises and the Improvements with all reasonable speed. (E) Notwithstanding anything contained in this Section 7.7, if the Licensor does not commence to repair or restore the Licensed Premises, the Improvements or the Building within fifteen (15) days of the date of delivery of the Architect’s opinion or, having commenced the repair or restoration of the Licensed Premises, the Improvements or the Building, does not continue to complete same with reasonable dispatch, the Licensee may terminate this Licence upon fifteen (15) days prior written notice to the Licensor, in which case, this Licence shall cease and be at an end as of the Date of Damage and the Licence Fee shall be released from all obligations under this Agreement only as it relates apportioned and paid in full to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination Date of this Agreement); andDamage.

Damage and Destruction. ‌ (a) The interest of If the City in and to each Entertainment Venue Licensed Space or any part ---------------------- thereof shall be at the risk of the City until Closing. If any damage damaged by fire or destruction to an Entertainment Venue occurs during the Agreement Periodother casualty, the City Licensee shall forthwith give immediate notice thereof to HUPEG and: (i) if the damage or destruction would not be substantially addressedLicensor and this Agreement shall continue in full force and effect, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restoration, in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, unless Licensor shall elect to terminate this AgreementAgreement as set forth below. In the event that this Agreement shall not be so terminated, Licensor shall restore the Licensed Space at Licensor's expense and the parties Licensee Fee and License Consideration shall be released proportionately abated during the period in which Licensor is restoring the Licensed Space if all or any portion of the Licensed Space is unusable by Licensee for the purposes set forth in Paragraph 4 above during such period. Licensee's liability for the full amount of the Licensee Fee and License Consideration shall resume five (5) days after written notice from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); andLicensor that the Licensed Space is substantially ready for Licensee's occupancy. (iib) if such damage In the event that the Licensed Space is rendered wholly or destruction is substantially unusable (whether or not Substantial Damage the Licensed Space has been damaged in whole or is damage in part) by fire or destruction that would other casualty (of which fact Licensor sha11 be substantially addressedthe sole judge), resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right Licensor may elect to terminate this Agreement by virtue thereofwritten notice to Licensee given within sixty (60) days after such fire or casualty, specifying the Parties shall complete date for the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect expiration of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date this Agreement which shall be postponed to a date which is five Business Days no more than thirty (30) days after the earlier giving of the date such election is made or the period for making such election has expirednotice. (bc) If any damage or destruction Licensor shall fail within thirty (30) days after notice by Licensee to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result Licensor of such damage or destruction, redevelopment casualty to restore the damaged portion of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of Licensed Space to substantially the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but condition existing prior to the Initial Closingsuch casualty, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, Licensee may elect to terminate this Agreement only as it relates by written notice to Licensor given prior to completion of such restoration, specifying the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in date for the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination expiration of this Agreement), which shall be no more than thirty (30) days after the giving of such notice. (d) Nothing contained herein shall relieve Licensee from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Licensor and Licensee each hereby releases and waives all rights of recovery against the other or anyone claiming through or under the other, by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both parties' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also provide that such clause can be obtained without additional premium; andit being agreed, however, that the party whose insurance carrier requires such additional premium shall notify the other party thereof and such other party shall have the right to pay such additional premium. (e) Licensee acknowledges that Licensor will not carry insurance on the improvements, furniture, furnishings, fixtures and equipment and other personal property required to be insured by Licensee pursuant to Paragraph 7(a) above and Licensor will not be obligated to repair any damage thereto or replace the same. (f) Licensee hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this Paragraph 8 shall govern and control in lieu thereof.

Damage and Destruction. ‌ (a) The interest If all or any part of the City in Premises is damaged by fire or other casualty occurring following the date hereof and prior to each Entertainment Venue shall be at the risk Closing Date (and not caused by the negligence of Purchaser, the Purchaser Representatives, and/or any of the City until Closing. If any their affiliates), whether or not such damage or destruction to an Entertainment Venue occurs during affects a material part of the Agreement PeriodPremises, the City shall forthwith give notice thereof to HUPEG andthen: (i) if the estimated cost of repair or restoration is less than or equal to SIX MILLION and 00/100 DOLLARS ($6,000,000), neither party shall have the right to terminate this Agreement and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of said destruction or damage except as set forth in the next sentence. In such event, Seller shall assign to Purchaser and Purchaser shall have the right to make a claim for and to retain any casualty and rent loss insurance proceeds received under the casualty insurance policies in effect with respect to the Premises on account of said physical damage or destruction would as shall be necessary to perform repairs to the Premises and/or to rebuild the Premises to substantially the same condition as it existed prior to the occurrence of such fire or other casualty. Seller shall pay to Purchaser at Closing, or apply as a credit towards the Purchase Price, an amount equal to the amount of any deductible under such casualty insurance policy. (ii) if the estimated cost of repair or restoration exceeds SIX MILLION and 00/100 DOLLARS ($6,000,000) or if the casualty is uninsured, Purchaser shall have the option, exercisable within ten (10) Business Days after determination by Seller that the repair cost exceeds SIX MILLION and 00/100 DOLLARS ($6,000,000) or that the casualty is uninsured, TIME BEING OF THE ESSENCE, to terminate this Agreement by delivering written notice thereof to the other party, whereupon the Deposit and the Income shall be returned to Purchaser, subject to the terms and conditions of Section 4(g), and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any further rights or liabilities against or to the other except for such provisions which are expressly provided in this Agreement to survive the termination hereof. The Closing Date shall be postponed as necessary to allow Purchaser the ten (10) Business Day time period set forth earlier in this Section 14(a)(ii). If a fire or other casualty described in this clause (ii) shall occur, and Purchaser shall not have timely elected to terminate this Agreement, then Purchaser and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of said destruction or damage and, in such event, Seller shall assign to Purchaser and Purchaser shall have the right to make a claim for and to retain any casualty insurance proceeds received under the casualty insurance policies in effect with respect to the Premises on account of said physical damage or destruction as shall be necessary to perform repairs to the Premises and/or to rebuild the Premises to substantially addressedthe same condition as it existed prior to the occurrence of such fire or other casualty. Seller shall pay to Purchaser at Closing, resolvedor apply as a credit towards the Purchase Price, remedied or rendered inconsequential by an amount equal to the Arena Work, Concert Hall Work or Convention Centre Workamount of any deductible under such casualty insurance policy. (b) The estimated cost to repair and/or restore, as contemplated in subsection (a) above, shall be established by estimates obtained by Seller from independent contractors, subject to Purchaser’s review and reasonable approval of same and the case may be, and provisions of Section 14(c) below. (c) Any disputes under this Section 14 as to the cost of repair or restorationrestoration shall be resolved by expedited arbitration before a single arbitrator acceptable to both Seller and Purchaser in their reasonable judgment in accordance with the rules of the American Arbitration Association, in provided that, if Seller and Purchaser fail to agree on an arbitrator within five (5) days after a dispute arises, then either party may request the opinion of American Arbitration Association to designate an arbitrator. Such arbitrator shall be an independent architect or engineer having at least ten (10) years of experience in the "Expert Opinion") selected by construction of office buildings similar to the CityBuilding in Washington, given within 30 days District of Columbia. The determination of the occurrence arbitrator shall be conclusive and binding upon the parties. The costs and expenses of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties arbitrator shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (ii) if such damage or destruction is not Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential borne equally by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions Seller and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to a date which is five Business Days after the earlier of the date such election is made or the period for making such election has expiredPurchaser. (bd) If any damage or destruction to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result of such damage or destruction, redevelopment of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination The provisions of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Section 14 shall survive Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement only as it relates to the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); and.

Damage and Destruction. ‌ (a) The interest If at any time prior to the Closing Date a material portion of the City in and Property is destroyed or damaged as a result of fire or any other casualty, then at Buyer’s option, to each Entertainment Venue be exercised within ten (10) days after receipt of notice of such destruction or damage, this Agreement shall terminate, the Deposit shall be at returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the risk of the City until Closingother hereunder. If Buyer does not timely notify Seller in writing of its election to terminate this Agreement, Buyer shall be deemed to have elected not to terminate this Agreement. For purposes hereof, the term “material” shall be deemed to be (i) a damage or destruction in excess of One Hundred Seventy Five Thousand Dollars ($175,000), or (ii) without regard to the foregoing value threshold, any damage or destruction which results in permanent loss of ingress, egress or access to an Entertainment Venue occurs during the Agreement PeriodProperty or any parking spaces or areas required to comply with applicable law. If less than a material portion of the Property is damaged or destroyed or if a material portion is damaged or destroyed and Buyer elects or is deemed to have elected not to terminate this Agreement, the City parties shall forthwith give notice thereof proceed to HUPEG the Closing Date without reduction in the Purchase Price (other than Seller’s deductible, excluding any deductibles or self-insured retentions with respect to earthquake damage or other uninsured amounts) and: (i) , upon the Closing, all property insurance proceeds paid or payable to Seller as a result of such casualty shall belong to Buyer and shall be paid over and assigned to Buyer; provided, however, that if the damage or destruction would not results from an uninsured loss, then Buyer shall be substantially addressed, resolved, remedied or rendered inconsequential by entitled to credit against the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restoration, Purchase Price in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days full amount of the occurrence loss. Notwithstanding the foregoing, if the credit to be provided by Seller to Buyer at Closing on account of such loss or damage, will exceed, any uninsured casualty under the preceding sentence exceeds Fifty Thousand Dollars ($10,000,000 ("Substantial Damage"50,000), then HUPEG may, by notice given Seller shall have the right to terminate this Agreement in lieu of providing said credit in which event the City within five Business Days after receipt of Deposit shall be refunded to Buyer. In the Expert Opinion, elect event Seller exercises its right to terminate this Agreement, Buyer shall have three (3) business days after the delivery of Seller’s termination notice to elect to assume the portion of the uninsured casualty in excess of Fifty Thousand Dollars ($50,000) (in which event Buyer shall receive a credit against the Purchase Price equal to Fifty Thousand Dollars ($50,000) and otherwise be obligated, subject to the parties shall be released from all obligations under terms of this Agreement (except those which are expressly stated Paragraph 20.2, to survive termination close the purchase of the Property without any further adjustment to the Purchase Price in accordance with the terms of this Agreement); and (ii) if such damage or destruction is not Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party . Seller shall have no obligation to make any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior repairs to the Closing Date) and any claim Property in the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such event of a damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to a date which is five Business Days after the earlier of the date such election is made or the period for making such election has expired. (b) If any damage or destruction to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result of such damage or destruction, redevelopment of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement only as it relates to the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); and

Damage and Destruction. ‌ (a) The If during the Lease Term, the Project is damaged or destroyed, in whole or in part, by fire or other casualty, the Lessee shall promptly notify the City, the Trustee and the Bondowners in writing as to the nature and extent of such damage or loss. (b) Following the occurrence of a casualty, Lessee, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the Project to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law. Insurance loss proceeds from all property insurance policies, whether or not required by this Lease, shall, at A Bondowner’s option, be applied to redemption of principal and interest on the A Bond Outstanding, whether or not due, or to the restoration of the City in Project. If the A Bondowner elects to apply the insurance loss proceeds to the prepayment of the redemption of principal and to each Entertainment Venue interest on the A Bond Outstanding, no Redemption Premium shall be at due on such redemption. Notwithstanding the risk foregoing, the A Bondowner agrees that, if the insurance loss proceeds are less than the A Bond outstanding and if the casualty occurs prior to the last 3 years of the City until Closing. If any damage or destruction to an Entertainment Venue occurs during term of the Agreement PeriodA Bond, the City insurance loss proceeds (less expenses of collection) shall forthwith give notice thereof be applied to HUPEG andrestoration of the Project to its condition prior to the casualty, subject to satisfaction of the following conditions: (i) if There is no existing Event of Default at the damage or destruction would not be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restoration, in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days time of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); andcasualty. (ii) if such damage or destruction is The casualty insurer shall not Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all denied liability for payment of insurance proceeds with respect to such damage or destruction (excluding insurance loss proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to a date which is five Business Days after the earlier of the date such election is made or the period for making such election has expired. (b) If any damage or destruction to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely Lessee as a result of such damage any act, neglect, use or destruction, redevelopment occupancy of the Property would not be commercially feasible, as determined Project by an Expert Opinion, given within 90 days Lessee or any sublessee of the occurrence Project. (iii) The A Bondowner shall be satisfied that all insurance loss proceeds, together with supplemental funds to be made available by Lessee, shall be sufficient to complete restoration of the Project. Any remaining insurance loss proceeds may, at the option of the A Bondowner, be applied to redemption of interest and principal on the A Bond Outstanding, whether or not due, or be released to Lessee. (iv) If required by the A Bondowner, A Bondowner shall be furnished a satisfactory report addressed to the A Bondowner from an environmental engineer or other qualified professional satisfactory to the A Bondowner to the effect that no adverse environmental impact to the Project resulted from the casualty. (v) The A Bondowner shall release casualty insurance proceeds as restoration of the Project progresses if the A Bondowner is furnished satisfactory evidence of the costs of restoration and if, at the time of such damage or destruction release, there shall exist no Monetary Default (such damage or destruction, “Irreparable Damage”), then: as hereinafter defined) and no Non-Monetary Default (Aas hereinafter defined) if such Irreparable Damage occurs during with respect to which the Agreement Period but prior A Bondowner shall have given Lessee notice pursuant to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement only as it relates to the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); andSection 12.

Damage and Destruction. ‌ (a) The interest If all or any part of the City in Building is damaged by fire or other casualty occurring following the date hereof and to each Entertainment Venue shall be at the risk of the City until Closing. If any damage or destruction to an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if the damage or destruction would not be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restoration, in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (ii) if such damage or destruction is not Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Date) and any claim the City may have against any Person in connection with , whether or not such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to affects a date which is five Business Days after the earlier material part of the date such election is made or the period for making such election has expired. (b) If any damage or destruction to a Property other than an Entertainment Venue occurs during the Agreement PeriodBuilding, the City shall forthwith give notice thereof to HUPEG andthen: (i) if, solely without taking into account any repair or restoration allocable to the portion of the premises demised under the Hilfiger Lease, the estimated cost of repair or restoration is less than or equal to $10,000,000 and the estimated time to complete such repair or restoration is none months or less, neither party shall have the right to terminate this Agreement and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of said destruction or damage. In such event, Seller shall assign to Purchaser and Purchaser shall have the right to make a claim for and to retain any casualty insurance proceeds received under the casualty insurance policies in effect with respect to the Premises on account of said physical damage or destruction as a result shall be necessary, in Purchaser's reasonable judgment, to perform repairs to the Building and/or to rebuild the Building to substantially the same condition as it existed prior to the occurrence of such damage fire or destruction, redevelopment other casualty and Purchaser shall receive a credit from the cash due at Closing for the amount of the Property would not be commercially feasibledeductible on such casualty insurance policy. (ii) if, as determined by an Expert Opinionwithout taking into account any repair or restoration allocable to the portion of the premises demised under the Hilfiger Lease, given the estimated cost of repair or restoration exceeds $10,000,000 or if the estimated time to complete such repair or restoration exceeds nine (9) months, Purchaser shall have the option, exercisable within 90 ten (10) business days after receipt of notice of the occurrence of such damage fire or destruction other casualty (which notice shall also include the estimated cost of repair or restoration as well as the estimated time to complete such damage repair or destruction, “Irreparable Damage”restoration), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt time being of the Expert Opinionessence with respect to such option, elect to terminate this AgreementAgreement by delivering written notice thereof to Seller, and whereupon the parties Deposit shall be released from all obligations under returned to Purchaser and this Agreement (except those other than the provisions hereof which are expressly stated to survive the termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closingshall be deemed canceled and of no further force or effect, then HUPEG may, by notice given with neither party shall have any further rights or liabilities against or to the City within five Business Days after receipt other. In the event of an occurrence as set forth in the Expert Opinionpreceding sentence, and Purchaser shall not timely elect to terminate this Agreement only or elects to close notwithstanding such occurrence, then Purchaser and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller or by reason of said destruction or damage. In such event, Seller shall assign to Purchaser and Purchaser shall have the right to make a claim for and to retain any casualty insurance proceeds received on account of said physical damage or destruction and Purchaser shall receive a credit from the cash due at Closing for the amount of the deductible on the insurance policy. (b) The estimated cost to repair and/or restore and the estimated time to complete contemplated in subsection (a) above shall be -------------- established by estimates obtained by Seller from independent contractors, subject to Purchaser's review and reasonable approval of the same and the provisions of Section 11(c) below and shall be set forth in Seller's notice to ------------- Purchaser required in Section 11(a)(ii) above. (c) The provisions of this Section 11 supersede the provisions ---------- of Section 5-1311 of the General Obligations Law of the State of New York. Any disputes under this Section 11 as it relates to the applicable Development Property Transaction cost of repair or restoration or the ---------- time for completion of such repair or restoration shall be resolved by expedited arbitration before a single arbitrator acceptable to both Seller and Purchaser in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided that if Seller and Purchaser fail to agree on an arbitrator within five days after a dispute arises, then either party may request the Real Estate Board of New York, Inc., to designate an arbitrator. Such arbitrator shall be an independent architect or engineer having at least ten (and not as it relates to any other Transaction or Property), and 10) years of experience in the event so terminated: (I) construction of office buildings in Manhattan. The determination of the parties arbitrator shall be released from all obligations under this Agreement only as it relates to conclusive and binding upon the applicable Property parties. The costs and applicable Development Property Transaction (except those which are expressly stated to survive termination expenses of this Agreement); andsuch arbitrator shall be borne equally by Seller and Purchaser.

Damage and Destruction. ‌ (a) The interest of In the City in and to each Entertainment Venue event that the Premises, or any part thereof, or access thereto, shall be at damaged or destroyed by fire or other insured casualty, but Tenant shall continue to have safe and reasonably convenient access to the risk of the City until Closing. If any damage or destruction to an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if the damage or destruction would not be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, Premises and the cost of repair or restoration, Premises shall not thereby be rendered unfit for use and occupancy by Tenant for the use set forth in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (ii) if such damage or destruction is not Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) Section 3.1 above, then neither Party Landlord shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to repair such damage or destruction (excluding insurance proceeds except damage or destruction to cover lost Tenant’s property or Tenant’s Alterations) with reasonable diligence. During the period when such repair work is being conducted, the rent shall not be abated or suspended. (b) In the event that the Premises or any part thereof, or access thereto, shall be so damaged or destroyed by fire or other insured casualty that Tenant shall not have safe and other income reasonably convenient access to the Premises or the Premises shall thereby be rendered unfit for use and occupancy by Tenant for the use set forth in Section 3.1 above, and if in the reasonable judgment of Landlord the damage or destruction may be repaired within one hundred twenty (120) days from the applicable Entertainment Venue in respect time the repair work would commence, then Landlord shall so notify Tenant within sixty (60) days after the occurrence of the period prior to the Closing Date) damage or destruction and any claim the City may have against any Person in connection with Landlord shall repair such damage or destruction (except damage or destruction to Tenant’s property, Tenant’s Work or Tenant’s alterations or improvements) with reasonable diligence. If in the reasonable judgment of Landlord the Premises or means of access thereto cannot be repaired within one hundred twenty (120) days from the time the repair work would commence and Landlord does not give Tenant the City will pay notice referred to HUPEG on in this subsection, then either party shall have the Initial Closing Date any deductible relating right to terminate this Lease by giving written notice of such termination to the insurance claim with respect other party within the period of sixty (60) to seventy-five (75) days after the occurrence of such damage or destruction. If neither party gives such notice of intention to terminate this Lease, then Landlord shall repair the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to a date which is five Business Days after the earlier of the date such election is made or the period for making such election has expiredwith reasonable diligence. (bc) If any damage In the event that Tenant shall not have reasonably convenient access to the Premises or destruction to a Property other than an Entertainment Venue occurs during the Agreement Period, Premises shall otherwise be rendered unfit for the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result use set forth in Section 3.1 above by Tenant by reason of such damage or destruction, redevelopment and if such damage or destruction was not caused by the negligence or willful act or omission of Tenant or any of its officers, employees, contractors, agents, subtenants or invitees, then the Basic Rent and Additional Rent shall be equitably suspended or abated until Landlord shall have substantially completed the repair of the Property would Premises and the means of access thereto and, if applicable, the appropriate municipal entity shall have issued a certificate of occupancy for the Premises. (d) In addition to and apart from the foregoing provisions of this Article, (i) if more than twenty-five percent (25%) of the Premises shall be totally or almost totally damaged or destroyed by fire or other cause and if such damage or destruction was not be commercially feasiblecaused by the negligence or willful act or omission of Tenant or any of its officers, as determined employees, contractors, subtenants, agents or invitees at any time during the last twelve (12) months of the Term or any renewal thereof, either Landlord or Tenant may terminate this Lease by an Expert Opinion, given giving notice of such termination to the other party within 90 thirty (30) days of after the occurrence of such damage or destruction destruction, and (ii) if the Unit is damaged or destroyed by fire or other cause to such extent that the cost to repair the damage or destruction, as reasonably estimated by Landlord, will be more than twenty-five percent (25%) of the replacement value of the Unit immediately prior to the occurrence of such damage or destruction, “Irreparable Damage”)then, then:whether or not the Premises are damaged, Landlord may terminate this Lease by giving notice of such termination to Tenant within thirty (30) days after the occurrence of such damage or destruction. (Ae) if such Irreparable Damage occurs during the Agreement Period but prior No damages, compensation or claim shall be payable by Landlord to the Initial ClosingTenant, then HUPEG mayor any other person, by notice given reason of inconvenience, loss to personal property, loss of business or annoyance arising from any damage or destruction, or any repair thereof, as is referred to in this Article. (f) In addition to and apart from the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination foregoing provisions of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial ClosingArticle, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement only as it relates to the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in the event so terminated: (I) any mortgagee under a mortgage deed or security agreement on the parties Unit or Land should require that the insurance proceeds be used to retire the mortgage debt, Landlord shall have no obligation to rebuild and this Lease shall terminate upon notice to Tenant. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Property, Unit or Premises shall be released from all obligations for the sole benefit of the party carrying such insurance and under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); andits sole control.

Damage and Destruction. ‌ (a) The interest of If the City in and to each Entertainment Venue Building is totally destroyed by fire, tornado or other casualty (a "Total Casualty"), which determination shall be at the risk of the City until Closing. If any damage or destruction to an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: made within sixty (i60) if the damage or destruction would not be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restoration, in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days of the occurrence date of such loss or damage, will exceed, $10,000,000 ("Substantial Damage")casualty by Landlord in good faith and in a commercially reasonable manner, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, either Landlord or Tenant may elect to terminate the Term of this AgreementLease as hereinafter provided. The term "Total Casualty" shall mean that the Building cannot be repaired or restored in a commercially reasonable manner to a physical condition that is structurally sound or cannot be repaired or restored without first accomplishing the demolition of the base Building. If a Total Casualty is determined to have occurred, and then either Landlord or Tenant may elect to terminate the parties Term of this Lease by giving written notice of such election to the other party within thirty (30) days after the date of Landlord's determination that a Total Casualty has occurred. If either Landlord or Tenant timely elects to terminate the Term of this Lease, then the termination shall be released from all obligations under this Agreement effective as of the date of such election or as of a date specified in the notice, which date may not be later than sixty (except those which are expressly stated 60) days following the date of the election by that party. In addition to survive termination the foregoing, if the Premises or the Building is so damaged that Landlord reasonably determines in good faith and in a commercially reasonable manner (and provides written notice of this Agreement); and such determination to Tenant within sixty (ii60) if days of such damage casualty) that rebuilding or destruction is repairs cannot Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by completed within one hundred and eighty (180) days after the Arena Work, Concert Hall Work or Convention Centre Workdate of such damage, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Dateexpiration of the seventh (7th) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destructionLease Year hereunder, Landlord may, at its option, terminate this Lease. If this Lease is terminated in accordance with the damage or destruction occurs at such time that there is insufficient time terms of this subparagraph (a), Rent will xxxxx for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to a date which is five Business Days after unexpired portion of the earlier Lease Term effective as of the date of such election is made or casualty. If neither Landlord nor Tenant timely elects to terminate, then the period for making such election has expired. parties' shall perform their respective repair and restoration obligations as set forth in subparagraph (b) If any damage or destruction to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result of such damage or destruction, redevelopment of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement only as it relates to the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); andbelow.

Damage and Destruction. ‌ (a) The interest of If the City in and to each Entertainment Venue Licensed Space or any part thereof shall be at the risk of the City until Closing. If any damage damaged by fire or destruction to an Entertainment Venue occurs during the Agreement Periodother casualty, the City Licensee shall forthwith give immediate notice thereof to HUPEG and: (i) if the damage or destruction would not be substantially addressedLicensor and this Agreement shall continue in full force and effect, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restoration, in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, unless Licensor shall elect to terminate this AgreementAgreement as set forth below. In the event that this Agreement shall not be so terminated, Licensor shall restore the Licensed Space at Licensor’s expense and the parties Licensee Fee and License Consideration shall be released proportionately abated during the period in which Licensor is restoring the Licensed Space if all or any portion of the Licensed Space is unusable by Licensee for the purposes set forth in Paragraph 4 above during such period. Licensee’s liability for the full amount of the Licensee Fee and License Consideration shall resume five (5) days after written notice from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); andLicensor that the Licensed Space is substantially ready for Licensee’s occupancy. (iib) if such damage In the event that the Licensed Space is rendered wholly or destruction is substantially unusable (whether or not Substantial Damage the Licensed Space has been damaged in whole or is damage in part) by fire or destruction that would other casualty (of which fact Licensor shall be substantially addressedthe sole judge), resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right Licensor may elect to terminate this Agreement by virtue thereofwritten notice to Licensee given within sixty (60) days after such fire or casualty, specifying the Parties shall complete date for the Initial Transactions and the City will assign to HUPEG on the Initial Closing Dateexpiration of this Agreement, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date which shall be postponed to a date which is five Business Days no more than thirty (30) days after the earlier giving of the date such election is made or the period for making such election has expirednotice. (bc) If any damage or destruction Licensor shall fail within thirty (30) days after notice by Licensee to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result Licensor of such damage or destruction, redevelopment casualty to restore the damaged portion of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of Licensed Space to substantially the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but condition existing prior to the Initial Closingsuch casualty, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, Licensee may elect to terminate this Agreement only as it relates by written notice to Licensor given prior to completion of such restoration, specifying the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in date for the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination expiration of this Agreement), which shall be no more than thirty (30) days after the giving of such notice. (d) Nothing contained herein shall relieve Licensee from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Licensor and Licensee each hereby releases and waives all rights of recovery against the other or anyone claiming through or under the other, by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both parties’ insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also provided that such clause can be obtained without additional premium; andit being agreed, however, that the party whose insurance carrier requires such additional premium shall notify the other party thereof and such other party shall have the right to pay such additional premium. (e) Licensee acknowledges that Licensor will not carry insurance on the improvements, furniture, furnishings, fixtures and equipment and other personal property required to be insured by Licensee pursuant to Paragraph 7(a) above and Licensor will not be obligated to repair any damage thereto or replace the same. (f) Licensee hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this Paragraph 8 shall govern and control in lieu thereof.

Damage and Destruction. ‌ (a) The interest If all or any part of the City in Premises is damaged by fire or other casualty following the date hereof and prior to each Entertainment Venue shall be at the risk Closing Date (and not caused by the negligence of Purchaser, the Purchaser Representatives, and/or any of their affiliates), whether or not such damage affects a material part of the City until Closing. If any damage or destruction to an Entertainment Venue occurs during the Agreement PeriodPremises, the City shall forthwith give notice thereof to HUPEG andthen: (i) if there is no Material Loss (as defined below), neither party shall have the right to terminate this Agreement and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of said destruction or damage except as set forth in the next sentence and except that the Purchase Price shall be reduced by the amount of any deductible. In such event, Seller shall assign to Purchaser and Purchaser shall have the right to make a claim for and to retain any casualty and rent loss insurance proceeds received under the casualty insurance policies in effect with respect to the Premises on account of said physical damage or destruction would not as shall be necessary to perform repairs to the Premises and/or to rebuild the Premises to substantially addressedthe same condition as it existed prior to the occurrence of such fire or other casualty. (ii) if there is a Material Loss, resolvedPurchaser and Seller shall each have the option, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost exercisable within ten (10) Business Days after receipt of repair or restoration, in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days notice of the occurrence of such loss fire or damage, will exceed, $10,000,000 other casualty ("Substantial Damage"and the Closing Date shall be extended as necessary to permit the full running of such 10-Business Day period), then HUPEG mayTIME BEING OF THE ESSENCE, to terminate this Agreement by delivering written notice given thereof to the City within five Business Days after receipt other party, whereupon the Deposit shall be returned to Purchaser and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any further rights or liabilities against or to the Expert Opinionother except for such provisions which are expressly provided in this Agreement to survive the termination hereof. If a fire or other casualty described in this clause (ii) shall occur, elect and neither party hereunder shall have timely elected to terminate this Agreement, then Purchaser and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the parties Purchase Price or any liability or obligation on the part of Seller by reason of said destruction or damage (except that the Purchase Price shall be released from all obligations reduced by the amount of any deductible) and, in such event, Seller shall assign to Purchaser and Purchaser shall have the right to make a claim for and to retain any casualty insurance proceeds received under this Agreement (except those which are expressly stated the casualty insurance policies in effect with respect to survive termination the Premises on account of this Agreement); and (ii) if such said physical damage or destruction is not Substantial Damage or is damage or destruction that would as shall be necessary to perform repairs to the Premises and/or to rebuild the Premises to substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period same condition as it existed prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to a date which is five Business Days after the earlier of the date such election is made or the period for making such election has expired. (b) If any damage or destruction to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result of such damage or destruction, redevelopment of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of the occurrence of such damage fire or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement only as it relates to the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); andcasualty.

Damage and Destruction. ‌ (a) The interest of If the City in and to each Entertainment Venue Licensed Space or any part thereof shall be at the risk of the City until Closing. If any damage damaged by fire or destruction to an Entertainment Venue occurs during the Agreement Periodother casualty, the City Licensee shall forthwith give immediate notice thereof to HUPEG and: (i) if the damage or destruction would not be substantially addressedLicensor and this Agreement shall continue in full force and effect, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restoration, in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, unless Licensor shall elect to terminate this AgreementAgreement as set forth below. In the event that this Agreement shall not be so terminated, Licensor shall restore the Licensed Space at Licensor's expense and the parties Licensee Fee and License Consideration shall be released proportionately abated during the period in which Licensor is restoring the Licensed Space if all or any portion of the Licensed Space is unusable by Licensee for the purposes set forth in Paragraph 4 above during such period. Licensee's liability for the full amount of the Licensee Fee and License Consideration shall resume five (5) days after written notice from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); andLicensor that the Licensed Space is substantially ready for Licensee's occupancy. (iib) if such damage In the event that the Licensed Space is rendered wholly or destruction is substantially unusable (whether or not Substantial Damage the Licensed Space has been damaged in whole or is damage in part) by fire or destruction that would other casualty (of which fact Licensor shall be substantially addressedthe sole judge), resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right Licensor may elect to terminate this Agreement by virtue thereofwritten notice to Licensee given within sixty (60) days after such fire or casualty, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to a date which is five Business Days after the earlier of specifying the date such election is made or for the period for making such election has expired. (b) If any damage or destruction to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result expiration of such damage or destruction, redevelopment of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties which shall be released from all obligations under this Agreement no more than thirty (except those which are expressly stated to survive termination 30) days after the giving of this Agreement); andsuch notice (Bc) if If Licensor shall fail within thirty (30) days after notice by Licensee to Licensor of such Irreparable Damage occurs during casualty to restore the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt damaged portion of the Expert OpinionLicensed Space to substantially the condition existing prior to such casualty, Licensee may elect to terminate this Agreement only as it relates by written notice to Licensor given prior to completion of such restoration, specifying the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in date for the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination expiration of this Agreement), which shall be no more than thirty (30) days after the giving of such notice. (d) Nothing contained herein shall relieve Licensee from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Licensor and Licensee each hereby releases and waives all rights of recovery against the other or anyone claiming through or under the other, by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both parties' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also provided that such clause can be obtained without additional premium; andit being agreed, however, that the party whose insurance carrier requires such additional premium shall notify the other party thereof and such other party shall have the right to pay such additional premium. (e) Licensee acknowledges that Licensor will not carry insurance on the improvements, furniture, furnishings, fixtures and equipment and other personal property required to be insured by Licensee pursuant to Paragraph 7 (a) above and Licensor will not be obligated to repair any damage thereto or replace the same. (f) Licensee hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this Paragraph 8 shall govern and control in lieu thereof.

Damage and Destruction. ‌If, prior to the Closing Date, all or any part of the Subject Property is damaged by fire or other casualty, the following shall apply: (a) The interest If there is damage to or destruction by fire or other casualty of a material part of the City Subject Property, Seller shall notify Purchaser of such fact and Purchaser shall have option to terminate this Agreement upon notice given to Seller not later than ten (10) days after the date of Seller’s notice. If this Agreement is terminated as aforesaid, the Xxxxxxx Money shall be returned to Purchaser whereupon this Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder. If Purchaser does not elect to terminate this Agreement as aforesaid, Seller shall, at its option, either (i) proceed to repair the damage prior to Closing, in which event Seller shall be entitled to adjourn the Closing Date for up to ninety (90) days (or such longer period as Purchaser may specify), or (ii) turn over to Purchaser on the Closing Date the right to receive insurance proceeds in payment of said physical damage or destruction, and to each Entertainment Venue the extent not so collected, assign to Purchaser the right to receive and settle same. For purposes hereof, a “material part” shall be at the risk of the City until Closing. If deemed to mean any damage or destruction to an Entertainment Venue occurs during the Agreement PeriodSubject Property, the City shall forthwith give notice thereof to HUPEG and: (i) if the damage aggregate cost or destruction would not be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restoration, in the opinion replacement of an independent architect or engineer which exceeds One Hundred Thousand (the "Expert Opinion"$100,000.00) selected by the City, given within 30 days of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (ii) if such damage or destruction is not Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date shall be postponed to a date which is five Business Days after the earlier of the date such election is made or the period for making such election has expiredDollars. (b) If any there is damage to or destruction by fire or other casualty of an immaterial part of the Subject Property neither party shall have the right to a Property other than an Entertainment Venue occurs during terminate this Agreement and the Agreement Periodparties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the City Purchase Price or any liability or obligation on the part of Seller by reason of said destruction or damage, provided, however, that in such event, Seller shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result notify Purchaser of such fact and turn over to Purchaser on the Closing Date an amount equal to any casualty insurance proceeds collected by Seller on account of said physical damage or destruction, redevelopment of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior and to the Initial Closingextent not so collected, then HUPEG may, by notice given assign to Purchaser the City within five Business Days after receipt of the Expert Opinion, elect right to terminate this Agreement, receive and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement only as it relates to the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); andsettle same.

Damage and Destruction. ‌ (a) The interest If all or any part of the City in Building is damaged by fire or other casualty occurring following the date hereof and prior to each Entertainment Venue shall be at the risk Closing Date (and not caused by Purchaser, Purchaser’s Representatives, and/or any of their affiliates), whether or not such damage affects a material part of the City until Closing. If any damage or destruction to an Entertainment Venue occurs during the Agreement PeriodBuilding, the City shall forthwith give notice thereof to HUPEG andthen: (i) If the estimated cost of repair or restoration is less than or equal to five percent (5%) of the Purchase Price or if the estimated time to substantially complete such repair or restoration is nine (9) months or less, neither party shall have the right to terminate this Agreement, (y) the parties shall nonetheless consummate the transactions in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such destruction or damage, and (z) Seller shall assign to Purchaser and Purchaser shall have the right to make a claim for and to retain any casualty insurance proceeds received under the casualty insurance policies in effect with respect to the Premises on account of such physical damage or destruction would as shall be necessary to perform repairs to the Building and/or to rebuild the Building to substantially the same condition as it existed prior to the occurrence of such fire or other casualty and Purchaser shall receive a credit against the balance of the Purchase Price due at Closing for the amount of the deductible on such casualty insurance policy less any amounts reasonably and actually expended by Seller to collect any such insurance proceeds or to remedy any unsafe conditions at the Property or to repair or restore any damages to substantially the same condition as existed prior to the occurrence of such fire or other casualty, in no event to exceed the amount of the loss. In the event such amounts spent by Seller exceed the amount of the deductible on such casualty insurance policy, then Purchaser shall deliver such excess amount to Seller, within ten (10) Business Days of its receipt of any casualty insurance proceeds received on account of such casualty. (ii) If the estimated cost of repair or restoration exceeds five percent (5%) of the Purchase Price and if the estimated time to substantially complete such repair or restoration exceeds nine (9) months, Purchaser shall have the option, exercisable on or prior to the Casualty Election Date (as defined below), to terminate this Agreement or to consummate the transactions in accordance with this Agreement by delivering notice of such election to Seller; upon Purchaser’s election to terminate this Agreement in accordance herewith, the Deposit (together with all interest accrued thereon) shall be returned to Purchaser and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any further rights or liabilities against or to the other except for such provisions which are expressly provided in this Agreement to survive the termination hereof. If a fire or other casualty described in this clause (ii) shall occur and Purchaser shall not timely elect to consummate the transactions in accordance with this Agreement, then Purchaser shall be deemed to have elected to consummate the transactions in accordance with this Agreement. If a fire or other casualty described in this clause (ii) shall occur and Purchaser shall timely elect (or be deemed to have elected) to consummate the transactions in accordance with this Agreement, (y) the parties shall consummate the transactions in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such destruction or damage and (z) Seller shall assign to Purchaser and Purchaser shall have the right to make a claim for and to retain any casualty insurance proceeds received under the casualty insurance policies in effect with respect to the Premises on account of such physical damage or destruction as shall be necessary to perform repairs to the Building and/or to rebuild the Building to substantially addressedthe same condition as it existed prior to the occurrence of such fire or other casualty and Purchaser shall receive a credit against the balance of the Purchase Price due at Closing for the amount of the deductible on such casualty insurance policy less any amounts reasonably and actually expended by Seller to collect any such insurance proceeds or to remedy any unsafe conditions at the Property or to repair or restore any damages to substantially the same condition as existed prior to the occurrence of such fire or other casualty, resolved, remedied or rendered inconsequential by in no event to exceed the Arena Work, Concert Hall Work or Convention Centre Workamount of the loss. (b) The estimated cost to repair and/or restore and the estimated time to complete, as contemplated in subsection (a) above, shall be established by estimates obtained by Seller from independent contractors, subject to Purchaser’s review and reasonable approval of same and the case may be, and provisions of Section 14(c) below. (c) Any disputes under this Section 14 as to the cost of repair or restorationrestoration or the time for completion of such repair or restoration shall be resolved by expedited arbitration before a single arbitrator acceptable to both Seller and Purchaser in their reasonable judgment in accordance with the rules of the AAA; provided, that if Seller and Purchaser fail to agree on an arbitrator within five (5) days after a dispute arises, then either party may request that the AAA designate an arbitrator. Any dispute submitted to arbitration pursuant to the provisions of this Section 14 shall be held in the opinion City of an independent architect or engineer (New York before a single arbitrator under the "Expert Opinion") selected Expedited Procedures provisions of the Commercial Arbitration Rules of the AAA. The arbitrator conducting any such arbitration shall be bound by the Cityprovisions of this Agreement and shall not have the power to add to, given within 30 days of the occurrence of subtract from or otherwise modify such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreementprovisions, and the parties arbitrator shall consider only the specific issues submitted to it for resolution. Such arbitrator shall be released from all obligations under this Agreement an independent general contractor having at least ten (except those which are expressly stated 10) years of experience in the construction of high rise, first class hotel towers in New York, New York comparable to survive termination of the standards set forth in this Agreement); and (ii) if such damage or destruction is not Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect . The determination of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date arbitrator shall be postponed to a date which is five Business Days after conclusive and binding upon the earlier parties. The costs and expenses of the date such election is made or the period for making such election has expiredarbitrator shall be borne equally by Seller and Purchaser. (bd) If any damage or destruction to a Property other than an Entertainment Venue occurs during For the Agreement Periodavoidance of doubt, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result provisions of such damage or destruction, redevelopment Section 5-1311 of the Property would General Obligations Law shall not be commercially feasible, as determined by an Expert Opinion, given within 90 days of the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior apply to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination . The provisions of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Section 14 shall survive Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement only as it relates to the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); and.

Damage and Destruction. ‌ If the Premises is damaged by fire or other casualty, then Port shall repair the same provided that funds for such repairs are appropriated by Port, in its sole discretion, for such purpose and that such repairs can be made within two hundred ten (210) days after the date of such damage (the "Repair Period"). In the event such conditions are satisfied, this MOU shall remain in full force and effect except that so long as such damage or casualty is not attributable to DOE, its Agents or Invitees, DOE shall be entitled to a proportionate reduction of Rent during the Repair Period based upon the extent to which such damage and the making of such repairs materially interferes with DOE's use or occupancy of the Premises less any insurance proceeds DOE receives, which proceeds are to be applied against the payment of Rent during any Repair Period. Port shall use its commercially reasonable efforts to notify DOE within ninety (90) days after the date of such damage whether or not such repairs can be made within the Repair Period, and Port's determination thereof shall be binding on DOE. If such repairs cannot be made within the Repair Period, Port shall have the option to notify DOE of: (a) The interest Port's intention to repair such damage and diligently prosecute such repairs to completion within a reasonable period after the Repair Period, subject to appropriation of funds, in which event this MOU shall continue in full force and effect and the monthly Rent shall be reduced as provided herein; or (b) Port's election to terminate this MOU as of the City in and to each Entertainment Venue date mutually agreed by the parties. In case of termination, the monthly Rent shall be at reduced as provided above, and DOE shall pay such reduced monthly Rent up to the risk date of termination. If Port elects not to appropriate funds for such repair, Port shall give written notice to DOE within sixty (60) days after the date Port elects not to appropriate funds of its election to terminate this MOU as of the City until Closingdate mutually agreed by the parties. In case of termination, the monthly Rent shall be reduced as provided above, and DOE shall pay such reduced monthly Rent up to the date of termination. If at any damage or destruction to an Entertainment Venue occurs time during the Agreement Periodlast six (6) months of the Term of this MOU, the City shall forthwith give Premises is damaged or destroyed, then either Port or DOE may terminate this MOU by giving written notice thereof to HUPEG and: the other party of its election to do so within thirty (i30) if days after the damage or destruction would not be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restoration, in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days date of the occurrence of such loss or damage; provided, will exceedhowever, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to DOE may terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (ii) only if such damage or destruction is substantially impairs its use or occupancy of the Premises for the Permitted Use. The effective date of termination shall be specified in the notice of termination, which date shall not Substantial Damage or is damage or destruction that would be substantially addressed, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to more than thirty (a30) above, then neither Party shall have any right to terminate this Agreement by virtue thereof, the Parties shall complete the Initial Transactions and the City will assign to HUPEG on the Initial Closing Date, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income days from the applicable Entertainment Venue in respect date of the period prior notice. Notwithstanding anything to the Closing Date) and any claim the City may have against any Person contrary in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunderthis MOU, the Initial Closing Date shall be postponed to a date which is five Business Days after the earlier of the date such election is made or the period for making such election has expired. (b) If any damage or destruction to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) ifPort shall have no obligation to repair the Premises, solely as a result of such damage or destruction, redevelopment of the Property would (ii) DOE shall not be commercially feasible, as determined by an Expert Opinion, given within 90 days of the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but prior to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement only as it relates to the applicable Development Property Transaction (and not as it relates entitled to any other Transaction or Property)abatement of Rent, and in the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination of this Agreement); and

Damage and Destruction. ‌ (a) The interest of If the City in and to each Entertainment Venue Licensed Space or any part thereof shall be at the risk of the City until Closing. If any damage damaged by fire or destruction to an Entertainment Venue occurs during the Agreement Periodother casualty, the City Licensee shall forthwith give immediate notice thereof to HUPEG and: (i) if the damage or destruction would not be substantially addressedLicensor and this Agreement shall continue in full force and effect, resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, as the case may be, and the cost of repair or restoration, in the opinion of an independent architect or engineer (the "Expert Opinion") selected by the City, given within 30 days of the occurrence of such loss or damage, will exceed, $10,000,000 ("Substantial Damage"), then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, unless Licensor shall elect to terminate this AgreementAgreement as set forth below. In the event that this Agreement shall not be so terminated, Licensor shall restore the Licensed Space at Licensor's expense and the parties Licensee fee and License Consideration shall be released proportionately abated during the period in which Licensor is restoring the Licensed Space if all or any portion of the Licensed Space is unusable by Licensee for the purposes set for the in Paragraph 4 above during such period. Licensee's liability for the full amount of the Licensee Fee and License Consideration shall resume five (5) days after written notice from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); andLicensor that the Licensed Space is substantially ready for Licensee's occupancy. (iib) if such damage In the event that the Licensed Space is rendered wholly or destruction is substantially unusable (whether or not Substantial Damage the Licensed Space has been damaged in whole or is damage in part) by fire or destruction that would other casualty (of which fact Licensor shall be substantially addressedthe sole judge), resolved, remedied or rendered inconsequential by the Arena Work, Concert Hall Work or Convention Centre Work, or is Substantial Damage but HUPEG has not elected to exercise its termination right pursuant to (a) above, then neither Party shall have any right Licensor may elect to terminate this Agreement by virtue thereofwritten notice to Licensee given within sixty (60) days after such fire or casualty, specifying the Parties shall complete date for the Initial Transactions and the City will assign to HUPEG on the Initial Closing Dateexpiration of this Agreement, the City’s claim to any and all insurance proceeds with respect to such damage or destruction (excluding insurance proceeds to cover lost rent and other income from the applicable Entertainment Venue in respect of the period prior to the Closing Date) and any claim the City may have against any Person in connection with such damage or destruction and the City will pay to HUPEG on the Initial Closing Date any deductible relating to the insurance claim with respect to such damage or destruction. If the damage or destruction occurs at such time that there is insufficient time for HUPEG to make its election hereunder, the Initial Closing Date which shall be postponed to a date which is five Business Days no more than thirty (30) days after the earlier giving of the date such election is made or the period for making such election has expirednotice. (bc) If any damage or destruction Licensor shall fail within thirty (30) days after notice by Licensee to a Property other than an Entertainment Venue occurs during the Agreement Period, the City shall forthwith give notice thereof to HUPEG and: (i) if, solely as a result Licensor of such damage or destruction, redevelopment casualty to restore the damaged portion of the Property would not be commercially feasible, as determined by an Expert Opinion, given within 90 days of Licensed Space to substantially the occurrence of such damage or destruction (such damage or destruction, “Irreparable Damage”), then: (A) if such Irreparable Damage occurs during the Agreement Period but condition existing prior to the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, elect to terminate this Agreement, and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement); and (B) if such Irreparable Damage occurs during the Agreement Period but after the Initial Closing, then HUPEG may, by notice given to the City within five Business Days after receipt of the Expert Opinion, casualty. Licensee may elect to terminate this Agreement only as it relates by written notice to Licensor giving prior to completion of such restoration, specifying the applicable Development Property Transaction (and not as it relates to any other Transaction or Property), and in date for the event so terminated: (I) the parties shall be released from all obligations under this Agreement only as it relates to the applicable Property and applicable Development Property Transaction (except those which are expressly stated to survive termination expiration of this Agreement), which shall be no more than thirty (30) days after the giving of such notice. (d) Nothing contained herein shall relieve Licensee from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Licensor and Licensee each hereby releases and waives all rights of recovery against the other or anyone claiming through or under the other, by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both parties' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also provided that such clause can be obtained without additional premium; andit being agreed, however, that the party whose insurance carrier requires such additional premium shall notify the other party thereof and such other party shall have the right to pay such additional premium. (e) Licensee acknowledges that Licensor will not carry insurance on the improvements, furniture, furnishings, fixtures and equipment and other personal property required to be insured by Licensee pursuant to Paragraph 7(a) above and Licensor will not be obligated to repair any damage thereto or replace the same. (f) Licensee hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this Paragraph 8 shall govern and control in lieu thereof.