Common use of Damage or Destruction of the Premises Clause in Contracts

Damage or Destruction of the Premises. a. If the Premises are damaged by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, acts of nature or other casualty loss, in connection with a Material Casualty (as hereinafter defined) or, in the reasonable opinion of the Tenant, the Premises are thereby rendered untenantable or unusable for the Tenant's purposes, this Lease shall immediately terminate, at the option of the Tenant, upon written notice to the Landlord. As used in connection herewith the term “Material Casualty” means a casualty loss (by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, act of nature or otherwise) which, in the reasonable opinion of Landlord, would cost more than $100,000 to repair. b. If the Premises are damaged by fire or otherwise which does not constitute a Material Casualty, and in the reasonable opinion of the Tenant the Premises is not rendered totally untenantable and unusable, upon being notified to do so by the Tenant or its duly authorized agent, the Landlord shall repair and restore the Premises as promptly as possible to their former condition. If the Landlord fails to make all repairs, replacement, restoration, or renovation as required in this subsection, or as otherwise required in this Lease where no other remedy is expressly provided, within a reasonable time after written notice to the Landlord, then the Tenant may choose either option (i) or (ii) below: i. The Tenant may undertake with its own resources to repair, replace, restore or renovate the Premises and may deduct the reasonable costs of the repairs, replacement, restoration, and renovation from the Rent or other payments otherwise due to the Landlord under the terms of this Lease, or any renewal or extension thereof, or the Tenant may collect all such costs from the Landlord in any manner provided by law, if the Landlord has not paid for such repairs within 30 days after receipt of billing therefor from the Tenant; or ii. The Tenant may terminate this Lease by giving fifteen (15) business days written notice to the Landlord. No notice of termination shall be given by the Tenant under this subsection if the Landlord, or its agents, has physically commenced repairs, replacement, restoration or renovation, and the work is being diligently and continuously pursued to completion in a professional and workmanlike manner.

Damage or Destruction of the Premises. a. If In the event any part or all of the Premises are damaged by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, acts shall at any time during the term of nature or other casualty loss, in connection with a Material Casualty (as hereinafter defined) or, in the reasonable opinion of the Tenant, the Premises are thereby rendered untenantable or unusable for the Tenant's purposes, this Lease be damaged or destroyed, regardless of cause, Tenant shall immediately terminate, at the option of the Tenant, upon written give prompt notice to the Landlord. As used in connection herewith the term “Material Casualty” means a casualty loss (by fireTenant shall, lightningas soon as circumstances permit, windstorm, tornado, earthquake, civil disturbance, flood, act of nature or otherwise) which, in the reasonable opinion of Landlord, would cost more than $100,000 to repair. b. If the Premises are damaged by fire or otherwise which does not constitute a Material Casualty, and in the reasonable opinion of the Tenant the Premises is not rendered totally untenantable and unusable, upon being notified to do so by the Tenant or its duly authorized agent, the Landlord shall repair and restore the Premises to its original condition (including buildings and all other improvements on the Premises, and with any and all modifications as promptly may be necessary to meet code compliance). Landlord’s consent to the contractor and proposed materials to be used, as possible well as labor and materials warranty(ies) to their former conditionbe issued (such consent by Landlord not to be unreasonably withheld, conditioned or delayed). If Tenant shall Indemnify Landlord from any and all Claims resulting from such damage or destruction, and such repairs and restoration. Tenant shall use the net proceeds of property insurance maintained by Tenant for purposes of discharging its restoration and repair obligations under this Section 14.1, subject to Landlord's commercially reasonable construction draw terms and conditions relating to such proceeds. Tenant, and not Landlord, shall be responsible for paying for any cost of repairs and restoration in excess of the proceeds available from insurance policies procured by Tenant. The risk of loss or of decrease in the enjoyment and beneficial use of the Premises as a consequence of the damage or destruction thereof by fire, the elements, casualties, thefts, riots, wars or otherwise, is assumed by Tenant, and no such event shall entitle Tenant to any abatement of rent. Tenant is not entitled to any rent abatement during or resulting from any disturbance from partial or total destruction of the Premises. Notwithstanding anything herein to the contrary, Landlord fails shall make the insurance proceeds that Landlord receives, if any, related to make all repairs, replacement, restoration, or renovation as such casualty from the insurance policies required in this subsection, or as otherwise required in by this Lease where no other remedy is expressly provided, within a reasonable time after written notice available to Tenant for purposes of Tenant discharging its restoration and repair obligations under this Section 14.1. Notwithstanding anything contained herein to the Landlordcontrary, then the Tenant may choose either option (i) or (ii) below: i. The Tenant may undertake with in lieu of undertaking its own resources to repairrepair and restoration obligations as set forth in Section 14.1 above, replace, restore or renovate the Premises and may deduct the reasonable costs of the repairs, replacement, restoration, and renovation from the Rent or other payments otherwise due to the Landlord under the terms of this Lease, or any renewal or extension thereof, or the Tenant may collect all such costs from the Landlord in any manner provided by law, if the Landlord has not paid for such repairs within 30 days after receipt of billing therefor from the Tenant; or ii. The Tenant may terminate this Lease by as to the Damaged Property (as defined below) upon giving fifteen (15) business days written notice to Landlord within thirty (30) days following the date upon which the Damaged Property is damaged or destroyed, provided: (i) such damage or destruction occurs within the last two (2) years of the Amended and Restated Master Lease - Par Petroleum - 22 Property 10978268v3 21 Primary Term or any extension thereof; (ii) the Damaged Property is totally or substantially damaged or destroyed (as defined below); and (iii) Tenant is not then in Material Event of Default beyond applicable notice and cure periods; and (iv) Tenant pays over to Landlord a sum equal to the full replacement cost of the improvements less any insurance proceeds to be received hereunder. As used herein, the phrase “substantially damaged or destroyed” shall mean that the restoration or repair cost as estimated by at least two (2) reputable general contractors properly licensed in the State in which the “Damaged Property” is located and reasonably acceptable to and approved by Landlord, exceeds fifty percent (50%) of the replacement value of the improvements immediately prior to such damage or destruction. No notice Notwithstanding the foregoing or anything contained in this Lease to the contrary, Tenant immediately and irrevocably assigns to Landlord, all right, title and interest it has in and to the entirety of termination the insurance proceeds “Insurance Proceeds”) payable in connection with the loss. In the event Tenant is in default or breach of the Lease at the time of the casualty, or in the event this Lease is terminated as to the Damaged Property following a casualty pursuant to the terms of this Section 14.1 or otherwise, Landlord, as assignee and as attorney-in-fact for Tenant, shall have the right to collect the Insurance Proceeds and apply same toward Tenant’s obligations under this Lease. Notwithstanding the foregoing, if Tenant terminates the Lease with respect to the Premises pursuant to this Section, Landlord may, at its option, require Tenant to raze and remove any or all of the buildings and improvements located on the Damaged Property, in which case proceeds of applicable insurance shall be given made available to Tenant with respect to such demolition. The Lease will terminate as to the Damaged Property effective on the date Landlord receives the total sum due pursuant to this Section 14.1. Upon such termination, Landlord and Tenant shall be released from all obligations and liabilities under the Lease with respect to the Damaged Property, with the exception of those liabilities which, pursuant to the terms of the Lease, accrued prior to the termination date and survive termination or expiration of the Lease. Notwithstanding any termination of this Lease with respect to the Damaged Property, this Lease shall continue in full force and effect with respect to the remaining Premises; provided, however, Base Monthly Rent shall be adjusted by the Tenant under this subsection if Individual Store Rent allocated to the Landlord, or its agents, has physically commenced repairs, replacement, restoration or renovation, and the work is being diligently and continuously pursued Damaged Property pursuant to completion in a professional and workmanlike mannerExhibit “A” as adjusted over time by Exhibit “H”.

Damage or Destruction of the Premises. a. If the Premises are damaged by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, acts of nature or other casualty loss, in connection with a Material Casualty (as hereinafter defined) or, in the reasonable opinion of the Tenant, the Premises are thereby rendered untenantable or unusable for the Tenant's purposes, this Lease shall immediately terminate, at the option of the Tenant, upon written notice to the Landlord. As used in connection herewith the term “Material Casualty” means a casualty loss (by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, act of nature or otherwise) which, in the reasonable opinion of Landlord, would cost more than $100,000 to repair. {A1065856.DOCX / 1 PSA City to Rushmark (CL) 007511 000063} b. If the Premises are damaged by fire or otherwise which does not constitute a Material Casualty, and in the reasonable opinion of the Tenant the Premises is not rendered totally untenantable and unusable, upon being notified to do so by the Tenant or its duly authorized agent, the Landlord shall repair and restore the Premises as promptly as possible to their former condition. If the Landlord fails to make all repairs, replacement, restoration, or renovation as required in this subsection, or as otherwise required in this Lease where no other remedy is expressly provided, within a reasonable time after written notice to the Landlord, then the Tenant may choose either option (i) or (ii) below: i. The Tenant may undertake with its own resources to repair, replace, restore or renovate the Premises and may deduct the reasonable costs of the repairs, replacement, restoration, and renovation from the Rent or other payments otherwise due to the Landlord under the terms of this Lease, or any renewal or extension thereof, or the Tenant may collect all such costs from the Landlord in any manner provided by law, if the Landlord has not paid for such repairs within 30 days after receipt of billing therefor from the Tenant; or ii. The Tenant may terminate this Lease by giving fifteen (15) business days written notice to the Landlord. No notice of termination shall be given by the Tenant under this subsection if the Landlord, or its agents, has physically commenced repairs, replacement, restoration or renovation, and the work is being diligently and continuously pursued to completion in a professional and workmanlike manner.

Damage or Destruction of the Premises. a. In the event any part or all of the Premises shall at any time during the term of this Lease be damaged or destroyed, regardless of cause, Lessee shall give prompt notice to Lessor. If the Premises are damaged by fireholder Lessor’s mortgage, lightning, windstorm, tornado, earthquake, civil disturbance, flood, acts deed of nature trust or other lien on the Premises at the time of the casualty losselects, pursuant to such mortgage, deed of trust or other lien, to require the use or part of the insurance proceeds on Lessor’s interest in connection with a Material Casualty the Premises to the satisfaction of all or part of the indebtedness secured by the mortgage, deed of trust, or other lien, then Lessor may elect to terminate this Lease and Lessee will assign all insurance proceeds related to Lessor’s interest in the Premises to Lessor. If not and if such damage or destruction is not total or substantial (as hereinafter defined) ordefined below), in the reasonable opinion of the Tenant, the Premises are thereby rendered untenantable or unusable for the Tenant's purposes, this Lease shall immediately terminate, at the option of the Tenant, upon written notice to the Landlord. As used in connection herewith the term “Material Casualty” means a casualty loss (by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, act of nature or otherwise) which, in the reasonable opinion of Landlord, would cost more than $100,000 to repair. b. If the Premises are damaged by fire or otherwise which does not constitute a Material Casualty, and in the reasonable opinion of the Tenant the Premises is not rendered totally untenantable and unusable, upon being notified to do so by the Tenant or its duly authorized agent, the Landlord shall Lessee will repair and restore the Premises to its original condition, including buildings and all other improvements on the Premises, as promptly soon as possible circumstances permit. In the event that the Premises are totally or substantially damaged or destroyed (as defined below), Lessee may (1) repair and restore the Premises or (2) assign all insurance proceeds related to their former conditionLessor’s interest in the Premises to Lessor and terminate this Lease effective as of the date of such assignment. Lessee shall hold Lessor free and harmless from any and all liability of any nature whatsoever resulting from such damage or destruction, and such repairs and restoration except in the case of the fraud, gross negligence or misconduct of Lessor. Lessee is entitled to reasonable, equitable rental abatement during or resulting from any disturbance from partial or total destruction of the Premises. If Base Rent is abated, Lessor may at its option extend the Landlord fails term of this Lease for a period equal to make all repairsthe period of rental abatement by giving written notice of the same to Lessee. (a) As used herein, replacementthe phrase “substantially damaged or destroyed” shall mean that the restoration or repair cost as estimated by at least two (2) reputable general contractors properly licensed in the State in which the Premises are located and reasonably acceptable to and approved by Lessor, restorationexceeds thirty-three percent (33%) of the replacement value of the improvements on the Premises immediately prior to such damage or destruction. (b) In the event Lessee is in default or breach of the Lease at the time of the casualty, or renovation as required in this subsection, or as otherwise required in the event this Lease where no other remedy is expressly provided, within terminated following a reasonable time after written notice casualty pursuant to the Landlord, then the Tenant may choose either option (i) or (ii) below: i. The Tenant may undertake with its own resources to repair, replace, restore or renovate the Premises and may deduct the reasonable costs of the repairs, replacement, restoration, and renovation from the Rent or other payments otherwise due to the Landlord under the terms of this Section, Lessor, as assignee and as attorney-in-fact for Lessee, shall have the right to collect the insurance proceeds on Lessor’s interest in the Premises and apply same toward Lessee’s obligations under this Lease. (c) In the event of termination under this Section, the Lease will terminate effective on the date Lessor receives the total sum due pursuant to this Section. Upon such termination, Lessor and Lessee shall be released from all obligations and liabilities under the Lease, or any renewal or extension thereofwith the exception of those liabilities which, or the Tenant may collect all such costs from the Landlord in any manner provided by law, if the Landlord has not paid for such repairs within 30 days after receipt of billing therefor from the Tenant; or ii. The Tenant may terminate this Lease by giving fifteen (15) business days written notice pursuant to the Landlord. No notice terms of the Lease, accrued prior to the termination shall be given by date and survive termination or expiration of the Tenant under this subsection if the Landlord, or its agents, has physically commenced repairs, replacement, restoration or renovation, and the work is being diligently and continuously pursued to completion in a professional and workmanlike mannerLease.

Damage or Destruction of the Premises. a. If the Premises are damaged by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, acts of nature or other casualty loss, in connection with a Material Casualty (as hereinafter defined) or, in the reasonable opinion of the Tenant, the Premises are thereby rendered untenantable or unusable for the Tenant's purposes, this Lease shall immediately terminate, at the option of the Tenant, upon written notice to the Landlord. As used in connection herewith the term “Material Casualty” means a casualty loss (by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, act of nature or otherwise) which, in the reasonable opinion of Landlord, would cost more than $100,000 to repair. b. If the Premises are damaged by fire or otherwise which does not constitute a Material Casualty, and in the reasonable opinion of the Tenant the Premises is not rendered totally untenantable and unusable, upon being notified to do so by the Tenant or its duly authorized agent, the Landlord shall repair and restore the Premises as promptly as possible to their former condition. If the Landlord fails to make all repairs, replacement, restoration, or renovation as required in this subsection, or as otherwise required in this Lease where no other remedy is expressly provided, within a reasonable time after written notice to the Landlord, then the Tenant may choose either option (i) or (ii) below: i. The Tenant may undertake with its own resources to repair, replace, restore or renovate the Premises and may deduct the reasonable costs of the repairs, {A1069766.DOCX / 1 PSA VT to City of Falls Church (CL) 007511 000063} replacement, restoration, and renovation from the Rent or other payments otherwise due to the Landlord under the terms of this Lease, or any renewal or extension thereof, or the Tenant may collect all such costs from the Landlord in any manner provided by law, if the Landlord has not paid for such repairs within 30 days after receipt of billing therefor from the Tenant; or ii. The Tenant may terminate this Lease by giving fifteen (15) business days written notice to the Landlord. No notice of termination shall be given by the Tenant under this subsection if the Landlord, or its agents, has physically commenced repairs, replacement, restoration or renovation, and the work is being diligently and continuously pursued to completion in a professional and workmanlike manner.

Damage or Destruction of the Premises. a. (a) If the Building or the Premises are damaged by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, acts of nature or other casualty loss, in connection with a Material Casualty within ten (as hereinafter defined10) ordays of the date of such casualty, Landlord shall advise Tenant, in the reasonable opinion writing, of the Tenantdate (the “Commitment Date”) by which Landlord commits to the completion of any repair, replacement, restoration or renovation of the Building and the Premises are thereby rendered untenantable or unusable for the Tenant's purposes, this Lease shall immediately terminate, at the option of the Tenant, upon written notice to the Landlord. As used in connection herewith the term “Material Casualty” means a casualty loss (by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, act of nature or otherwise) which, in the reasonable opinion of Landlord, would cost more than $100,000 to repair. b. If the Premises are damaged by fire or otherwise which does not constitute a Material Casualty, and in the reasonable opinion of the Tenant the Premises is not rendered totally untenantable and unusable, upon being notified to do so by the Tenant or its duly authorized agent, the Landlord shall repair and restore the Premises as promptly as possible to their former condition. If Within ten (10) days of receipt of notice of such Commitment Date from Landlord, Tenant, in a written notice to Landlord and at its option, shall either (i) terminate this Lease, effective as the date of the casualty, or (ii) elect to continue its occupancy of the Premises pursuant to this Lease. In the latter event, on or before the Commitment Date, Landlord fails shall repair, replace, restore and renovate the Building and the Premises to make their former condition, and there shall be a proportionate abatement of all Rent and other payments otherwise due to Landlord under the terms of this Lease, for the period during which the said repairs, replacement, restorationrenovation and restoration are being completed, or renovation for that portion of the Premises (including any common areas generally used by Tenant) not substantially usable by Tenant during such period. If Landlord shall fail to perform as required in this subsection, or as otherwise required in this Lease where no other remedy is expressly provided, within a reasonable time after written notice to the Landlordherein required, then the Tenant may choose either option (i) or (ii) below: i. The : (i) Tenant may undertake with its own resources to repair, replace, restore or renovate the Premises (including any common areas generally used by Tenant) and may deduct the reasonable costs of the repairs, replacement, restoration, renovation and renovation restoration from the Rent or other payments otherwise due to the Landlord under the terms of this Lease, or any renewal or extension thereof, or the Tenant may collect all such costs from the Landlord in any manner provided by law, if the Landlord has not paid for such repairs within 30 thirty (30) days after receipt of billing therefor from the Tenant; or or (ii. The ) Tenant may terminate this Lease by giving fifteen (15) business days written notice to the Landlord. No notice of Landlord (which termination shall be given by effective notwithstanding the Tenant under this subsection if the Landlord, or its agents, has physically commenced repairsstage of completion of such repair, replacement, restoration or renovation, renovation and restoration). (b) Delay of Landlord and its insurer to reach an agreement on the extent of the work to be performed or the respective responsibilities of Landlord and its insurer relating to the cost of such work shall not constitute a reasonable basis for delay by Landlord in the performance of its obligations herein. If Landlord is being diligently willing to repair, replace, renovate and continuously pursued restore the Premises, but is unable to completion do so in a professional manner that is substantially equivalent to the quality and workmanlike mannercondition of the Premises prior to the casualty, then, unless Landlord and Tenant shall agree on an appropriate reduction to the Rent or other concessions, Tenant shall have the right to terminate this Lease upon written notice to Landlord.

Damage or Destruction of the Premises. a. If the Premises are damaged by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, acts of nature or other casualty loss, in connection with a Material Casualty (as hereinafter defined) or, in the reasonable opinion of the Tenant, the Premises are thereby rendered untenantable or unusable for the Tenant's purposes, this Lease shall immediately terminate, at the option of the Tenant, upon written notice to the Landlord. As used in connection herewith the term “Material Casualty” means a casualty loss (by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, act of nature or otherwise) which, in the reasonable opinion of Landlord, would cost more than $100,000 to repair. b. If the Premises are damaged by fire or otherwise which does other casualty, but are not constitute a Material Casualtyrendered untenantable for Tenant’s business, either in whole or in part, in Landlord’s and Tenant’s reasonable judgment, Landlord shall cause such damage to be repaired without unreasonable delay after receipt of insurance proceeds and the Base Annual Rent shall not xxxxx. If by reason of such casualty the Premises are rendered untenantable for Tenant’s business, either in whole or in part, in Landlord’s and Tenant’s reasonable judgment, Landlord shall cause the damage to the physical structure of the Building (excluding any Tenant Improvements in excess of Building Standard or Alterations made therein) to be repaired or replaced without unreasonable delay after receipt of insurance proceeds, and, in the reasonable opinion of the Tenant the Premises is not rendered totally untenantable and unusable, upon being notified to do so by the Tenant or its duly authorized agentinterim, the Landlord Rent shall repair and restore be proportionately reduced as to such portion of the Premises as promptly as possible to their former conditionis rendered untenantable. If Any such abatement of Rent shall not, however, create an extension of the Landlord fails to make all repairs, replacement, restoration, or renovation as required in this subsection, or as otherwise required in this Lease where no other remedy is expressly Term; provided, within a reasonable time after written notice to however, if by reason of such casualty, the Premises are rendered untenantable in some material portion, and Landlord, then in its reasonable estimation, determines that the Tenant may choose either option amount of time required to repair the damage using due diligence is in excess of two hundred seventy (i270) or days (ii) below: i. The Tenant may undertake with its own resources to repair, replace, restore or renovate as measured from the Premises and may deduct the reasonable costs issuance of the repairsapplicable building permits necessary for the reconstruction of the Building), replacement, restoration, and renovation from then either party shall have the Rent or other payments otherwise due right to the Landlord under the terms of this Lease, or any renewal or extension thereof, or the Tenant may collect all such costs from the Landlord in any manner provided by law, if the Landlord has not paid for such repairs within 30 days after receipt of billing therefor from the Tenant; or ii. The Tenant may terminate this Lease by giving fifteen written notice of termination within thirty (1530) business days after the date of casualty, and Rent shall (i) xxxxx as of the date of such casualty in proportion to the part of the Premises rendered untenantable and (ii) xxxxx entirely as of the effective date of the termination of this Lease. Notwithstanding the foregoing, in the event the casualty giving rise to an election to terminate is caused by the gross negligence or intentional misconduct of Tenant, Tenant’s employees, agents or invitees, Tenant shall have no right to terminate this Lease or receive an abatement of Rent. Notwithstanding the other provisions of this Section, in the event there should be a casualty loss to the Premises during the last Lease Year of the Term in which the damage is greater than 20% of the Premises, either party may, at its option, terminate this Lease by giving written notice to the Landlordother party within thirty (30) days after the date of the casualty and the Rent shall xxxxx as of the date of such notice. No Except as provided herein, Landlord shall have no obligation to rebuild or repair in case of fire or other casualty, and no termination under this Section shall affect any rights of Landlord or Tenant hereunder arising from the prior defaults of the other party. Tenant shall give Landlord immediate notice of termination any fire or other casualty in the Premises. Notwithstanding anything contained in this Section to the contrary, Landlord shall not be obligated to restore the Tenant Improvements or the Alterations made by Tenant. Tenant shall be given by responsible for insuring and replacing the Tenant under this subsection if the LandlordImprovements and any Alterations made by Tenant and for restoring its personal property and fixtures, or at its agents, has physically commenced repairs, replacement, restoration or renovation, and the work is being diligently and continuously pursued to completion in a professional and workmanlike mannercosts.