Common use of Event of Loss Clause in Contracts

Event of Loss. If an Event of Loss (other than an Event of Taking) shall occur during the Base Term, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term.

Event of Loss. If there shall occur an Event of Loss with respect to the Property (other than an Event the “Affected Property (for purposes of Taking) shall occur during the Base Termthis Lease, the Affected Property being the entire Property)”), Lessee shall give the Lessor prompt written notice thereof and elect, within sixty (60) days after the occurrence of such occurrence and the date thereof which notice shall contain an election by Event of Loss, one of the Lessee following options: (i) Offer to either (A) purchase the Leased Affected Property from the Lessor Lessor, on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Rent Payment Date, then on (the next succeeding “Stipulated Loss Value Date”), and which Rent Payment Date shall be the first Rent Payment Date at least forty (40) days after Lessor accepts such Next Date shall have occurredoffer, at for a purchase price equal to the Break Even Price sum of (A) the Stipulated Loss Value for the Affected Property, determined as of such Stipulated Loss Value Date, plus (B) all unpaid Rent with respect to the Affected Property due but unpaid through such Stipulated Loss Value Date, plus (C) an amount equal to the reasonable out-of-pocket attorneys’ fees of Lessor relating to the purchase by Lessee as a result of such Event of Loss. Lessor (subject to the consent of the Leased Property Lender), shall have sixty (and if 60) days from the date of receipt of Lessee’s offer to decide whether to reject such offer. If Lessee makes has not received a response after forty (40) days, it may send a second notice to the foregoing parties, stating clearly in boldface that Lessor’s failure to reject such election offer by the Break Even Price shall become due and payable and later of (i) the Lessee shall purchase the Leased Property on such Payment Date)original sixty (60) day period, or (Bii) provided no Material Default or ten (10) days after delivery of such second notice, shall be deemed Lessor’s acceptance of such offer; or (ii) Restore and rebuild the Improvements damaged as a result of such Event of Default shall have occurred and be continuing and rebuilding Loss (regardless of the Improvements is capable availability of being completed any insurance proceeds) so as to have a value, utility and remaining useful life as nearly as reasonably practicable equal to the value, utility and remaining useful life of the Affected Property immediately prior to such Event of Loss, and in all events as required by Section 8.2, such restoration to be done as expeditiously as is commercially reasonable and to be substantially completed, subject to force majeure, within twenty four months from the end date of the Event of Loss, and in any event by the expiration of the Lease Term (and Lessee shall remain liable for the completion of such restoration beyond the expiration of the Lease Term to the extent not completed prior to such expiration but Lessee’s obligation to complete the Improvements shall not constitute a holdover by Lessee, who shall be granted access to the Property for such completion). In the event, due to force majeure events, restoration cannot be completed by the expiration of the Term, Lessee shall diligently complete the restoration thereafter and shall be liable to pay Base Rent (based on the Base Rent in effect on the day prior to the expiration of the Term (on a per diem basis)) and Supplemental Rent, until such restoration is complete. Notwithstanding the options described in subsections 12.1(i) and (ii) if the Event of Loss occurs in the last of two (2) years of the Term, Lessee shall have the right to terminate the Lease effective as certified of the date of delivery of a notice of termination to Lessor not later than sixty (60) days following the Event of Loss. Upon such termination Lessor shall be entitled to all insurance proceeds and Lessee shall credit Lessor with all deductible amounts and Rent until the effective date of such termination. Lessee shall not have the right to terminate this Lease upon an Event of Loss if Lessee has exercised or intends to exercise its early termination right as provided for in the definition of Base Term. In other words Lessee does not, under any circumstances, have the right to exercise both rights of early termination and the right to terminate this Lease upon an Event of Loss pursuant to this paragraph. If Lessee makes an offer to purchase pursuant to clause (i) above of this Section 12.1, and Lessor accepts such offer or is deemed to accept such offer within the sixty (60) day period referred to in the last sentence of clause (i) above, the conveyance shall occur, and Lessee shall pay to Lessor the Stipulated Loss Value and Rent described in said clause (i) on the Stipulated Loss Value Date; provided that any Net Proceeds related to the Affected Property then held by Lessor or the Lender shall be credited against the portion of such purchase price payable to Lessor and the balance of Net Proceeds, if any, shall be paid to or retained by Lessee. Concurrently with the payment in full of the amounts payable pursuant to said clause (i), the terms of Article 22 shall be complied with. In the event Lessor rejects the offer of Lessee to purchase the Affected Property as provided in clause (i) of this Section 12.1 (which it may not do without the Lender’s written consent unless it first pays to the Lender an amount sufficient to pay all amounts due Lender with respect to the Affected Property ), the following amount shall be paid to or retained by Lessor on such Stipulated Loss Value Date: (A) all Net Proceeds related to the Affected Property, provided that, if Lessee is self-insured (as permitted above) by means of deductibles, retained risks or no insurance whatsoever, Lessee shall pay such amounts or additional amounts so that Lessor receives in total (including any Net Proceeds) an amount that would have been paid by a third-party insurer under a customary commercial all-risk full replacement-value insurance policy substantially similar to that described in Schedule 9.01(a)(ii) without deductibles or retained risks (but in any case amounts paid to Lessor will not be in excess of the replacement value of the Improvements immediately preceding the Event of Loss, which replacement value shall be as mutually agreed between Lessee and Lessor and, failing such agreement within fifteen (15) days of the request of either party to do so, by the Appraisal Procedure), plus (B) unpaid Rent due with respect to the Affected Property on and through such Stipulated Loss Value Date. Upon payment in full of the amounts set forth in clauses (A) and (B) of the preceding paragraph (in the event Lessor rejected Lessee’s offer) or upon payment in full of the amounts set forth in clause (i) of the first sentence of this Section 12.1 and consummation of the sale to Lessee (or its designee) (in the event Lessor accepted Lessee’s offer to purchase), (1) the Lease Term shall end, and (2) the obligations of Lessee hereunder (other than any obligations expressed herein as surviving termination of this Lease) shall terminate as of the date of such payment. If Lessor elects to reject the offer of Lessee hereunder to purchase the Property pursuant to this Section 12.1 while a Mortgage encumbers the Property, any notice of rejection shall only be effective, and Lessor shall only be entitled to reject such offer, if such notice is in writing and either such rejection is concurrently consented to in writing by a construction consultant appointed by Lessee and acceptable the Lender or Lessor concurrently with delivery of its rejection notice pays to the Lessor), rebuild Lender all amounts secured by the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements Mortgage with respect to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingAffected Property, and any uses ancillary theretoreasonably evidences such payment to Lessee, and absent such repayment or consent by the Lender within the period referred to in the last sentence of clause (Bi) the then current Fair Market Value as determined by reference above, Lessor shall be deemed to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termhave accepted Lessee’s offer.

Event of Loss. If Upon the occurrence of an Event of Loss (other than an Event of Taking) shall occur during the Base Termwith respect to Leased Property or any part thereof, the Lessee shall within five (5) Business Days after the occurrence of such Event of Loss give the Lessor prompt written notice thereof. If the remaining portion of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from not suffering such Event of Loss is not capable of functioning for its intended purpose, the Lessee shall pay to the Lessor on the Next next Rent Payment Date occurring after the occurrence of such Event of Loss shall have occurred or, if as compensation for such Event of Loss shall have occurred within ten (10) Business Days preceding a an amount equal to the Total Fundings made by the Lessor from the date hereof through such Basic Rent Payment Date, then together with (i) all Basic Rent due and owing on or prior to such date and (ii) all Supplemental Rent due and owing prior to such date and any other Supplemental Rent as to which there is no dispute and which is agreed to become due and owing within 60 days of such date, whereupon (1) this Lease and the next succeeding Payment Date after such Next Date obligations of the Lessee hereunder shall have occurredterminate and (2) the Lessor shall transfer all right and interest of the Lessor in and to the Leased Property, as is and where is, to the Lessee, free and clear of Lessor's Liens but otherwise without representation or warranty, and the Lessor shall, at a purchase price equal the Lessee's expense, execute and deliver to the Break Even Price Lessee a xxxx of sale or such other documents as the Lessee may reasonably request to evidence the valid consummation of such transfer. If, however, an Event of Loss has occurred with respect to the Leased Property or any part thereof and the portions thereof not suffering such Event of Loss are capable of functioning for their intended purpose, then the Lessee shall as promptly as possible rebuild or cause to be rebuilt (or replace or cause to be replaced) the portions of the Leased Property suffering such Event of Loss which such rebuilt Leased Property (or replacement) shall have at least the same current and if residual value, utility and remaining useful life as it had prior to the Lessee makes Event of Loss (assuming such election Leased Property has been maintained in accordance with the Break Even Price terms of this Lease). Any replacement portions of Leased Property shall become due and payable be subject to this Lease and the Lessee Lessor shall purchase have title thereto. In the case of a Requisition of Use with respect to any portion of the Leased Property on which does not constitute an Event of Loss, such Payment Date), or (B) provided Requisition of Use shall not terminate this Lease with respect to such portion of the Leased Property and each and every obligation of the Lessee with respect thereto shall remain in full force and effect. So long as no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the under this Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements be entitled to all sums attributable to the condition required period the Leased Property or any portion thereof is subject to this Lease, received by reason of any such Requisition of Use; PROVIDED that if the Lessor determines that as a result of such partial taking there is a reduction in the residual value of such Leased Property, the Lessee will pay to the Lessor that portion of such sums as shall compensate the Lessor for such reduction. All condemnation awards and other moneys received by the Lessee or the Lessor on account of an Event of Loss, other than insurance proceeds, shall be maintained pursuant applied as follows: FIRST, to purchase any Components from the Lessor or rebuild or replace any Components contemplated by this Section 9.1 and so as 13(a) if not theretofore paid by the Lessee, or to diminish (A) reimburse the utility Lessee for the payment therefor; SECOND, to the Lessee to compensate it for the loss of the Improvements as a corporate office complex including a corporate office buildingfair value of its leasehold interest under this Lease, if any; and THIRD, any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference balance remaining shall be remitted to the AppraisalLessor. The Lessor authorizes the Lessee, or (C) at the Fair Market Value as determined by reference Lessee's expense, to assert for the Appraisal as of the scheduled expiration date of Lessor's account, during the Lease Term, so long as no Event of Default shall have occurred hereunder, all of the Lessor's rights and interests in the course of any condemnation or requisition proceedings and the Lessor agrees to cooperate with the Lessee in asserting such rights; PROVIDED, HOWEVER, that the Lessee shall indemnify and hold the Lessor harmless from and against any and all claims, and all costs, expenses, damages, losses and liabilities incurred or suffered by the Lessor in connection with, as a result of, or incidental to, any action by the Lessee pursuant to the above authorization.

Event of Loss. If an To the extent that the Loss Proceeds associated with any Event of Loss (other or the time contemplated for repair or replacement of any affected Property) are reasonably anticipated to be less than an the Loss Threshold, the Clean Line Entities shall be entitled to elect to repair and restore any Property affected by such Event of TakingLoss and shall be entitled to all Loss Proceeds payable in connection with such Event of Loss. To the extent that the Loss Proceeds associated with any Event of Loss (or the time contemplated for repair or replacement of any affected Property) are reasonably anticipated to exceed the Loss Threshold, then the Parties shall occur during initiate the Base TermWind-Up Events unless the Parties and, if applicable, the Lessee shall give Project Financing Parties, mutually agree to repair or replace the Lessor prompt written notice of such occurrence affected Property or the Clean Line Entities present a remedial and the date thereof which notice shall contain an election financing plan approved by the Lessee to either Coordination Committee within one hundred twenty (A120) purchase the Leased Property from the Lessor on the Next Date days after such Event of Loss to repair, replace or restore such affected Property. Any Loss Proceeds payable in respect of any Event of Loss shall be applied as follows: first, to the extent that the Clean Line Entities are entitled to repair or restore any affected Property and have occurred orso elected to repair and restore such affected Property, if such Loss Proceeds shall be paid to the Clean Line Entities to enable the repair and restoration of such affected Property; second, to the extent of any excess Loss Proceeds remaining after any such repair or restoration is completed, an amount determined by DOE as necessary to be reserved (taking into consideration the amount of the Performance Support and any amounts available in the Wind-Up Reserve Account) to cover any potential additional claims for damages to DOE relating to such Event of Loss shall have occurred within ten (10) Business Days preceding be set aside in a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal reserve account pledged to the Break Even Price benefit of DOE and maintained for a period of two (2) years or such shorter time period as agreed to by the Coordination Committee (and to the extent necessary shall be applied to the payment of any such damages); and third, any remaining excess Loss Proceeds shall be released to the Clean Line Entities, subject to the terms of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term.Project Financing Agreements.‌

Event of Loss. If (a) The risk of all Events of Loss at all times up to the Effective Time shall be borne by Seller and the risk of all Events of Loss at or subsequent to the Effective Time shall be borne by Buyer. Upon the occurrence of an Event of Loss (other than an Event prior to the Effective Time, Seller shall take reasonable steps to repair, replace and restore damaged, destroyed or lost property to its condition prior to any such loss, damage, or destruction. In the event of Taking) shall occur during the Base Termany such loss, damage, or destruction, the Lessee proceeds of any claim for any loss, payable under any insurance policy with respect thereto, shall give be used to repair, replace, or restore any such property to its former condition subject to the Lessor prompt conditions stated below. In the event of any loss or damage to the Station or any of the Broadcasting Assets, Seller shall notify Buyer thereof in writing immediately. Such notice shall specify with particularity the loss or damage incurred, the cause thereof (if known or reasonably ascertainable), and the insurance coverage. In the event that the property is not completely repaired, replaced or restored on or before the scheduled Closing Date, Buyer at its option: (i) may elect to postpone Closing until such time as the property has been completely repaired, replaced or restored (and, if necessary, Seller shall join Buyer in requesting from the FCC any extensions of time in which to consummate the Closing that may be required in order to complete such repairs); or (ii) may elect to consummate the Closing and accept the property in its then condition, in which event Seller shall pay to Buyer all proceeds of insurance (including any deductible in connection therewith) and assign to Buyer the right to any unpaid proceeds. Seller shall have no responsibility to repair or replace damaged or destroyed Broadcasting Assets not covered by insurance (provided that any loss or damage to any Broadcasting Assets that is covered by insurance but subject to a deductible shall be deemed to be covered by insurance for purposes of this sentence) if the cost of such repair exceeds One Hundred Thousand Dollars ($100,000) in the aggregate, provided, however, that should Seller not advise Buyer within five (5) days after being requested to do so that Seller will repair or replace such Broadcasting Assets, Buyer may terminate this Agreement without penalty upon written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred Seller within ten (10) Business Days preceding days after the notice from Seller. (b) Should the analog Station (i) not operate for a Payment Dateperiod of seventy-two (72) consecutive hours or (ii) not operate at more than ninety percent (90%) of its maximum authorized power for a period of thirty (30) consecutive days (either (i) or (ii) a "Transmission Default"), Buyer may either elect to terminate this Agreement without penalty upon written notice to Seller within ten (10) days after the notice from Seller, or postpone the Closing for a period of up to sixty (60) days while Seller attempts to cure the Transmission Default condition, and if such cure occurs to the reasonable satisfaction of Buyer within such sixty (60) day period, then on the next succeeding Payment Date after such Next Date parties shall have occurred, consummate the transaction at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration earliest practicable date of the Lease Termthereafter.

Event of Loss. If (a) Upon the occurrence of an Event of ------------- Loss with respect to the Equipment, Lessee shall promptly (and in any event within the earlier of 30 days after the occurrence of such Event of Loss and five days after a Responsible Officer of Lessee obtains knowledge thereof) notify Lessor of such Event of Loss. On the earlier of (A) the Determination Date next following the date of receipt by Lessee of insurance proceeds in respect of such Event of Loss and (B) the latest Determination Date that occurs on or before the date 180 days following the occurrence of such Event of Loss, Lessee shall pay to Lessor an amount equal to the Stipulated Loss Value of the Equipment, computed as of such Determination Date, plus (if such Determination Date is a Basic Rent Payment Date) any Basic Rent payable on such date (it being understood and agreed that Lessee shall continue to be obligated to pay all Basic Rent due on any Basic Rent Payment Date occurring on or prior to the Determination Date on which such Stipulated Loss Value is due (notwithstanding the occurrence of such Event of Loss)). The excess of any proceeds referred to in Section 10.03(a) received by Lessee with respect to an Event of Loss over the amount of Stipulated Loss Value computed pursuant to the preceding sentence shall be the property of Lessee, except for payments with respect to the condemnation, confiscation, seizure or the requisition of title of the Equipment and except further for payments attributable to the property interest of Lessor in the Equipment recovered from any dealer, manufacturer, contractor or subcontractor pursuant to Section 6.03, in all of which cases such excess shall be divided between Lessor and Lessee as their interests may appear. (other than b) Upon payment by Lessee of the Stipulated Loss Value for the Equipment following an Event of Taking) shall occur during the Base TermLoss, the Lessee shall give the Lessor prompt written notice of such occurrence together with all other Basic Rent and the date thereof which notice shall contain an election by the Lessee to either Supplemental Rent then due hereunder (A) purchase the Leased Property from the Lessor including, without limitation, all Basic Rent due on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a any Basic Rent Payment Date, then occurring on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the LessorDetermination Date on which such Stipulated Loss Value payment is due), rebuild (i) all obligations of Lessee hereunder to pay Basic Rent for the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingEquipment, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term, shall terminate and (ii) Lessor shall transfer, without recourse or warranty (except as to the absence of Lessor Liens) and on an "as-is, where-is" basis, all right, title and interest of Lessor in and to the Equipment to or at the direction of Lessee, and shall furnish to or at the direction of Lessee, at Lessee's expense, one or more bills of sale, in form and substance reasonably satisfactory to Lessee, evidencing such transfer.

Event of Loss. If there shall occur an Event of Loss Loss, Tenant shall give Landlord prompt (other but no later than an forty-five (45) days after such occurrence) written notice thereof and elect in writing delivered to Landlord, within sixty (60) days after the occurrence of the Event of TakingLoss, one of the following options (provided that Tenant's election under clause (ii) below shall occur during the Base Term, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election be effective only if restoration can be completed by the Lessee time specified in such clause (ii)): (i) Offer to either (A) purchase the Leased Property from Landlord, on a Stipulated Loss Value Date as set forth on Schedule 12.1 attached hereto, which, if the Lessor on Landlord accepts or is deemed to accept such offer, shall be the Next first Stipulated Loss Value Date after Landlord accepts or is deemed to accept such Event of Loss shall have occurred oroffer, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at for a purchase price equal to the Break Even Price sum of (A) the Stipulated Loss Value as of such Stipulated Loss Value Date, plus (B) all unpaid Rent due on or prior to, and (without duplication) all Rent, including, without limitation, Supplemental Rent accruing but unpaid through, such Stipulated Loss Value Date, plus (C) an amount equal to the reasonable out of pocket expenses of Landlord relating to the purchase by Tenant as a result of such Event of Loss (including, without limitation, reasonable attorneys fees and costs actually incurred by Landlord) (the "SLV Amount"). Landlord shall have ninety (90) days from the date of receipt of Tenant's offer to decide whether to accept or reject such offer and the failure to accept or reject such offer in writing within such ninety (90) days shall be deemed an acceptance by Landlord of such offer; or (ii) Restore, repair, replace and rebuild the Improvements damaged as a result of such Event of Loss so that such Improvements will have a value, residual value, utility and remaining useful life and be in a condition that is not less than the value, residual value, utility and remaining useful life of the Leased Property Improvements or worse than the condition immediately prior to such Event of Loss, and in all events as required by Section 8.2, such restoration, repair, replacement and rebuilding to be commenced within two hundred seventy (270) days of such Event of Loss and if substantially completed, subject to force majeure, by the Lessee makes earlier to occur of (x) the twenty-four (24) month anniversary of the commencement of such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)restoration, repair, replacement or rebuilding, or (By) provided no twelve (12) mouths prior to the expiration of the Lease Term. Subject to the provisions of Section 12.2, so long as there is not continuing any Material Default or Event of Default Default, the Tenant shall control all aspects of any repair, rebuilding, replacement or restoration of the Property so as to repair, rebuild, replace and restore the same as set forth in this clause (ii). In addition to their rights under Section 15.1 hereof, the Landlord and the Indenture Trustee shall have occurred the right to review, but not approve, plans and specifications and inspect the Property, at Tenant's sole cost and expense, at any time upon not less than two (2) Business Days prior notice in connection with any such repair, rebuilding, replacement or restoration. If Tenant makes an offer to purchase pursuant to clause (i) above of this Section 12.1, and Landlord accepts such offer or is deemed to have accepted such offer within the ninety (90) day period referred to in the last sentence of clause (i) above, the conveyance shall occur, and Tenant shall pay to Landlord the SLV Amount on the applicable Stipulated Loss Value Date. In the event Tenant has made the election described in clause (ii) above and, notwithstanding its diligent efforts in good faith, has failed to comply with the terms thereof within the periods described, then Tenant shall be continuing and rebuilding deemed to have made the offer described in (i) above to purchase the Property on the Stipulated Loss Value Date set forth on Schedule 12.1 attached hereto next succeeding the expiration of the Improvements period described in clause (ii), or if there is capable no such date, the last date on Schedule 12.1, as the case may be, but in any event, only on a Rent Payment Date. In the event Landlord rejects the offer of being completed prior Tenant to purchase the end Property as provided in clause (i) of this Section 12.1 (which rejection, if the Lien of the Lease Term (as certified Indenture has not been terminated or discharged in writing by a construction consultant appointed by Lessee and acceptable to accordance with Section 3 thereof, shall be effective only if the LessorIndenture Trustee shall have given its written consent thereto), rebuild the Improvements and continue following amount shall be paid to or retained by Landlord on the Lease. If Stipulated Loss Value Date on which the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish SLV Amount would have otherwise been paid: (A) all Net Proceeds related to the utility Property; provided, that if Tenant is self-insured (as permitted above) by means of deductibles, retained risks or no insurance whatsoever, Tenant shall pay such amounts or additional amounts so that Landlord receives in total (including any Net Proceeds) an amount that would have been paid by a third- party insurer under a customary commercial "all risk" full replacement value insurance policy substantially similar to that described in Schedule 9.1 without deductibles or retained risks, plus (B) unpaid Rent due with respect to the Property on or prior to such Stipulated Loss Value Date, plus (C) all Supplemental Rent then outstanding. Upon payment in full of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary theretoamounts set forth in clauses (A), (B) the then current Fair Market Value as determined by reference to the Appraisal, or and (C) of the Fair Market Value preceding sentence (in the event Landlord rejected Tenant's offer to purchase) or in clauses (A), (B) and (C) in clause (i) of the first sentence of this Section 12.1 (in the event Landlord accepted Tenant's offer to purchase), (1) the Lease Term shall end, and (2) the obligations of Tenant hereunder (other than any obligations expressed herein as determined by reference to the Appraisal surviving termination of this Lease) shall terminate as of the scheduled expiration date of the Lease Termsuch payment.

Event of Loss. If an Event of Loss (other than an Event of Taking) shall occur during the Base Term, the Lessee shall promptly give Lessor and the Lessor prompt Agent written notice of such occurrence thereof and Lessee shall pay to Lessor, on the Rent Payment Date next succeeding the date thereof on which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred orthe sum of (i) the Stipulated Loss Value determined as of such Rent Payment Date, if and (ii) all Rent due on such date; provided, however, that (x) for purposes of this Section 7(a), an Event of Loss which occurs 20 or fewer Business Days prior to a Rent Payment Date shall be deemed to have occurred within ten on such Rent Payment Date and (10y) if an Event of Loss occurs on the last scheduled day of the Term or 20 or fewer Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end last scheduled day of the Lease Term Term, Lessee shall make all payments required pursuant to clauses (as certified in writing by a construction consultant appointed i) and (ii) of this Section 7(a) on the last scheduled day of the Term. Lessee shall continue to pay Rent when due from and including the date on which the Event of Loss occurs to and including the date on which it pays Stipulated Loss Value. Upon payment of all Rent payable hereunder to Lessor to and including the date on which Lessee pays Stipulated Loss Value and of all other amounts then due and owing by Lessee hereunder, the Term shall end and acceptable Lessor shall transfer title to the Facility to Lessee on an "as-is, where-is" basis, without any representation or warranty, express or implied, by Lessor and without recourse to Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term.

Event of Loss. If an Event of Loss (other than an Event of Taking) shall occur during the Base Term, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a combined corporate office building, building and research and development laboratory center and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Lease Term, and (ii) which, in the good-faith judgment of Lessee, (A) renders repair and restoration of a Leased Property impossible or impractical, or requires repairs to the related Leased Property that, with the exercise of reasonable diligence, are impossible to complete by the Lease Termination Date or (B) requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, and as to which Lessee has determined not to rebuild, shall constitute an “Event of Loss”. Within sixty (60) days after the occurrence of such event, Lessee shall deliver to Lessor an Officer’s Certificate notifying Lessor of such event and, in the case of an event described in the foregoing clause (ii), of Lessee’s determination not to rebuild. In the case of any other event which constitutes a Casualty, Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) shall occur during the Base Termoccur, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next earlier of (i) the Lease Termination Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten and (10ii) Business Days preceding a Payment Date, then on the next succeeding Payment Date occurring not less than thirty (30) days after such Next Date shall have occurred, at a purchase price the delivery of the Officer’s Certificate pursuant to this Section 10.1 above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor’s receipt of such Leased Property Balance on such date, Lessor shall cause Lessor’s interest in such Leased Property to be conveyed to Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor’s rights to and interest in such insurance required to be maintained by reference Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. (a) If an Event of Loss shall occur, or if any substantial part of any Property shall suffer damage, loss, condemnation, confiscation, theft or seizure that does not constitute an Event of Loss, Lessee shall promptly, and in any case within thirty (30) days after such event so notify Lessor and, so long as the Lien of the Credit Agreement shall not have been discharged in accordance with the terms thereof, the Agent and shall pursue collection of insurance or condemnation proceeds; PROVIDED that Lessor will cooperate with (and join with as necessary) Lessee to pursue such collections. (a) If any Property or any part thereof shall suffer damage that does not constitute a Casualty or an Event of Loss, Lessee shall make or cause to be made such repairs as are necessary to ensure that such Property is maintained in the condition and state of repair required under Paragraph 11(a). Lessee shall promptly commence the reconstruction of such Property and the repair or replacement of the affected Equipment and shall complete the reconstruction, repair and/or replacement by the end of the Term. (a) If any Property or any part thereof shall be subject to an Event of Loss, Lessee shall pay to Lessor on the applicable Termination Date, an amount equal to the sum of (i) the Termination Value multiplied by the applicable Property Percentage (for the Property suffering an Event of Loss) for such Termination Date plus (ii) Premium, if any, plus (iii) any other Supplemental Rent, if any, then due and payable (such amounts collectively, the "Termination Purchase Price"). Concurrently with payment of the Termination Purchase Price, Lessor, at Lessee's expense, shall deliver to Lessee a duly executed special warranty deed and xxxx of sale warranting only against matters claimed by, through or under Lessor with respect to claims which relate to Lessor's (or its agents' or employees') actions after the date hereof (or local equivalent) conveying the Property (including, without limitation, the Equipment related thereto) subject to the Event of Loss and all other required documents including an assignment of any award or insurance proceeds in connection with the Event of Loss with respect to such Property. The special warranty deed and xxxx of sale warranting only against matters claimed by, through or under Lessor with respect to claims which relate to Lessor's (or its agents' or employees') actions or failure to act after the date hereof (or local equivalent) shall convey title, free from encumbrances other than (A) Permitted Liens (other than an Lessor Liens attributable to Lessor or the Owner Participant), (B) liens or encumbrances created or suffered by Lessee or arising by reason of the failure of Lessee to observe or perform any of the terms, covenants or agreements herein provided to be observed and performed by Lessee, and (C) any installments of Impositions for which Lessee is responsible pursuant to Paragraph 8 hereof then affecting such Property (any such deed and xxxx of sale, a "Special Warranty Deed"). Thereupon, this Lease shall terminate solely with respect to such Property suffering the Event of TakingLoss. Thereupon, (x) all remaining amounts of Basic Rent shall occur during be adjusted by reducing pro rata by an amount equal to the Base Termapplicable Property Percentage of such Basic Rent amounts immediately prior to the payment of the Termination Purchase Price, (y) all remaining Termination Values shall be adjusted by reducing pro rata by an amount equal to the applicable Property Percentage of such Termination Values immediately prior to the payment of the Termination Purchase Price, and (z) the Property Percentage applicable to each of the Properties remaining subject to the Lease shall be recomputed pursuant to the definition thereof. (a) Payments received by Lessor, Lessee or, so long as the Lien of the Credit Agreement shall not have been discharged in accordance with the terms thereof, the Lessee shall give the Lessor prompt written notice Agent from any Governmental Authority, insurer or other Person, as a result of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten be applied as follows (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed with any proceeds received prior to the end of the Lease Term (as certified in writing by a construction consultant appointed payment by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term.Paragraph 13

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) which, in the good-faith judgment of the related Lessee, renders repair and restoration of a Leased Property impossible or impractical, or requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property or that cannot be completed by the Lease Termination Date, and (iii) as to which such Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer’s Certificate notifying Lessor of such event and of such judgment, shall constitute an “Event of Loss”. In the case of any other event which constitutes a Casualty, the related Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) shall occur during the Base Termoccur, the related Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event later of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10i) Business Days preceding a the 90th day and (ii) the next Payment Date, then on in either case following delivery of the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price Officer’s Certificate pursuant to clause (iii) above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor’s receipt of such Leased Property Balance on such date, Lessor shall cause Lessor’s interest in such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the related Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, such Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to such Lessee, without warranty (B) the then current Fair Market Value other than as determined by reference to the Appraisalabsence of Lessor Liens), or (C) the Fair Market Value as determined all of Lessor’s rights to and interest in such insurance required to be maintained by reference such Lessee pursuant to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) which, in the good-faith judgment of the related Lessee, renders repair and restoration of a Leased Property impossible or impractical, or requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, and (iii) as to which such Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer's Certificate notifying Lessor of such event and of such judgment, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, the related Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the related Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event later of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10i) Business Days preceding a Payment Date, then on the thirtieth day and (ii) the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price following delivery of the Officer's Certificate pursuant to clause (iii) above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor's interest in such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the related Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, such Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to such Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in such insurance required to be maintained by reference such Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. If there shall occur an Event of Loss with respect to the Property (other than an Event the "AFFECTED PROPERTY (for purposes of Taking) shall occur during the Base Termthis Lease, the Affected Property being the entire Property)"), Lessee shall give Lessor and the Lessor Lender prompt written notice thereof and elect, within sixty (60) days after the occurrence of such occurrence and the date thereof which notice shall contain an election by Event of Loss, one of the Lessee following options: (i) Offer to either (A) purchase the Leased Affected Property from the Lessor Lessor, on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Rent Payment Date, then which date shall be a date for which a value is set forth on Schedule 12.1 hereto (the next succeeding "STIPULATED LOSS VALUE DATE"), and which Rent Payment Date shall be the first Rent Payment Date at least forty (40) days after Lessor accepts such Next Date shall have occurredoffer, at for a purchase price equal to the Break Even Price sum of (A) the Stipulated Loss Value for the Affected Property, determined as of such Stipulated Loss Value Date, plus (B) all unpaid Rent with respect to the Affected Property due but unpaid through such Stipulated Loss Value Date, plus (C) an amount equal to the reasonable out-of-pocket attorneys' fees of Lessor relating to the purchase by Lessee as a result of such Event of Loss. Lessor (subject to the consent of the Leased Property Lender), shall have sixty (and if 60) days from the date of receipt of Lessee's offer to decide whether to reject such offer. If Lessee makes has not received a response after forty (40) days, it may send, a second notice to the foregoing parties, stating clearly in boldface that LESSOR'S failure to reject such election offer by the Break Even Price shall become due and payable and later of (i) the Lessee shall purchase the Leased Property on such Payment Date)original sixty (60) day period, or (Bii) provided no Material Default or ten (10) days after delivery of such second notice, shall be deemed Lessor's acceptance of such offer; or (ii) Restore and rebuild the Improvements damaged as a result of such Event of Default shall have occurred and be continuing and rebuilding Loss (regardless of the Improvements is capable availability of being completed any insurance proceeds) so as to have a value, utility and remaining useful life as nearly as reasonably practicable equal to the value, utility and remaining useful life of the Affected Property immediately prior to such Event of Loss, and in all events as required by Section 8.2, such restoration to be done as expeditiously as is commercially reasonable and to be substantially completed, subject to FORCE MAJEURE, within twenty four months from the end date of the Event of Loss, and in any event by the expiration of the Lease Term (and Lessee shall remain liable for the completion of such restoration beyond the expiration of the Lease Term to the extent not completed prior to such expiration but Lessee's obligation to complete the Improvements shall not constitute a holdover by Lessee, who shall be granted access to the Property for such completion). In the event, due to force majeure events, restoration cannot be completed by the expiration of the Term, Lessee shall diligently complete the restoration thereafter and shall be liable to pay Base Rent (based on the Base Rent in effect on the day prior to the expiration of the Term (on a per diem basis)) and Supplemental Rent, until such restoration, is complete. If Lessee makes an offer to purchase pursuant to clause (i) above of this Section 12.1, and Lessor accepts such offer or is deemed to accept such offer within the sixty (60) day period referred to in the last sentence of clause (i) above, the conveyance shall occur, and Lessee shall pay to Lessor the Stipulated Loss Value and Rent described in said clause (i) on the Stipulated Loss Value Date; PROVIDED that any Net Proceeds related to the Affected Property then held by - 18 - Lessor or the Lender shall be credited against the portion of such purchase price payable to Lessor and the balance of Net Proceeds, if any, shall be paid to or retained by Lessee. Concurrently with the payment in full of the amounts payable pursuant to said clause (i), the terms of Article 22 shall be complied with. In the event Lessor rejects the offer of Lessee to purchase the Affected Property as certified provided in clause (i) of this Section 12.1 (which it may not do without the Lender's written consent unless it first pays to the Lender an amount sufficient to pay all amounts due Lender with respect to the Affected Property), the following amount shall be paid to or retained by Lessor on such Stipulated Loss Value Date: (A) all Net Proceeds related to the Affected Property, PROVIDED THAT, if Lessee is self-insured (as permitted above) by means of deductibles, retained risks or no insurance whatsoever, Lessee shall pay such amounts or additional amounts so that Lessor receives in total (including any Net Proceeds) an amount that would have been paid by a third-party insurer under a customary commercial all-risk full replacement-value insurance policy substantially similar to that described in Schedule 9.01(a)(ii) without deductibles or retained risks (but in any case amounts paid to Lessor will not be in excess of the replacement value of the Improvements immediately preceding the Event of Loss, which replacement value shall be as mutually agreed between Lessee and Lessor and, failing such agreement within fifteen (15) days of the request of either party to do so, by the Appraisal Procedure), plus (B) unpaid Rent due with respect to the Affected Property on and through such Stipulated Loss Value Date. Upon payment in full of the amounts set forth in clauses (A) and (B) of the preceding paragraph (in the event Lessor rejected Lessee's offer) or upon payment in full of the amounts set forth in clause (i) of the first sentence of this Section 12.1 and consummation of the sale to Lessee (or its designee) (in the event Lessor accepted Lessee's offer to purchase), (1) the Lease Term shall end, and (2) the obligations of Lessee hereunder (other than any obligations expressed herein as surviving termination of this Lease) shall terminate as of the date of such payment. If Lessor elects to reject the offer of Lessee hereunder to purchase the Property pursuant to this Section 12.1 while a Mortgage encumbers the Property, any notice of rejection shall only be effective, and Lessor shall only be entitled to reject such offer, if such notice is in writing and either such rejection is concurrently consented to in writing by a construction consultant appointed by Lessee and acceptable the Lender or Lessor concurrently with delivery of its rejection notice pays to the Lessor), rebuild Lender all amounts secured by the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements Mortgage with respect to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingAffected Property, and any uses ancillary theretoreasonably evidences such payment to Lessee, and absent such repayment or consent by the Lender within the period referred to in the last sentence of clause (Bi) the then current Fair Market Value as determined by reference above, Lessor shall be deemed to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termhave accepted Lessee's offer.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Lease Term subsequent to the Completion Date, and (ii) which, in the good-faith judgment of the Lessee, renders repair and restoration of the Leased Property impossible or impractical, or requires repairs to the Leased Property that would cost in excess of 50% of the original cost of the Leased Property, and (iii) as to which the Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer’s Certificate notifying Lessor of such event, of such judgment and of the Lessee’s decision not to repair and restore the Leased Property, shall constitute an “Event of Loss”. In the case of any other event which constitutes a Casualty, the Lessee shall restore the Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) shall occur during the Base Termoccur, the Lessee shall give pay to the Lessor prompt written notice Agent on the earlier of such occurrence and (i) the date thereof which notice shall contain an election by that the Lessee insurance proceeds with respect to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten are paid by the related insurance carrier and (10ii) Business Days preceding a Payment Date, then on the next succeeding first Payment Date occurring more than ninety (90) days after such Next Date shall have occurred, at a purchase price delivery of the Officer’s Certificate pursuant to clause (iii) above an amount equal to the Break Even Price Lease Balance. Upon the Agent’s receipt of the Lease Balance on such date, Lessor shall cause Lessor’s interest in the Leased Property to be conveyed to the Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease and all obligations hereunder shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the Lessee pursuant to Section 9.1 and so this Lease for the Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, the Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary thereto, Lessor shall (Band shall cause the Agent and each Lender to) the then current Fair Market Value as determined by reference assign to the AppraisalLessee, or (C) without warranty, all of such parties’ rights to and interest in such insurance required to be maintained by the Fair Market Value as determined by reference Lessee pursuant to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. If (a) The risk of all Events of Loss at all times up to the Effective Time shall be borne by Sellers and the risk of all Events of Loss at or subsequent to the Effective Time shall be borne by Buyer. Upon the occurrence of an Event of Loss (other than an Event prior to the Effective Time, Sellers shall take reasonable steps to repair, replace and restore damaged, destroyed or lost property to its condition prior to any such loss, damage, or destruction. In the event of Taking) shall occur during the Base Termany such loss, damage, or destruction, the Lessee proceeds of any claim for any loss, payable under any insurance policy with respect thereto, shall give be used to repair, replace, or restore any such property to its former condition subject to the Lessor prompt conditions stated below. In the event of any loss or damage to the Station or any of the Purchased Assets, Sellers shall notify Buyer thereof in writing immediately. Such notice shall specify with particularity the loss or damage incurred, the cause thereof (if known or reasonably ascertainable), and the insurance coverage. In the event that the property is not completely repaired, replaced or restored on or before the scheduled Closing Date, Buyer at its option: (i) may elect to postpone Closing until such time as the property has been completely repaired, replaced or restored (and, if necessary, Sellers shall join Buyer in requesting from the FCC any extensions of time in which to consummate the Closing that may be required in order to complete such repairs); or (ii) may elect to consummate the Closing and accept the property in its then condition, in which event Sellers shall pay to Buyer all proceeds of insurance (including any deductible in connection therewith) and assign to Buyer the right to any unpaid proceeds. Sellers shall have no responsibility to repair or replace damaged or destroyed Purchased Assets not covered by insurance (provided that any loss or damage to any Purchased Assets that is covered by insurance but subject to a deductible shall be deemed to be covered by insurance for purposes of this sentence) if the cost of such repair exceeds One Hundred Thousand Dollars ($100,000) in the aggregate, provided, however, that should Sellers not advise Buyer within five (5) days after being requested to do so that Sellers will repair or replace such Purchased Assets, Buyer may terminate this Agreement without penalty upon written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred Sellers within ten (10) Business Days preceding days after the notice from Sellers. (b) Should the analog Station (i) not operate for a Payment Dateperiod of seventy two (72) consecutive hours or (ii) not operate at more than ninety percent (90%) of its maximum authorized power for a period of thirty (30) consecutive days (either (i) or (ii) a "TRANSMISSION DEFAULT"), Buyer may either elect to terminate this Agreement without penalty upon written notice to Sellers within ten (10) days after the notice from Sellers, or postpone the Closing for a period of up to sixty (60) days while Sellers attempt to cure the Transmission Default condition, and if such cure occurs to the reasonable satisfaction of Buyer within such sixty (60) day period, then on the next succeeding Payment Date after such Next Date parties shall have occurred, consummate the transaction at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration earliest practicable date of the Lease Termthereafter.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Lease Term, (ii) which, in the good-faith judgment of the Lessee, renders repair and restoration of any Leased Property impractical or uneconomical and (iii) as to which the Lessee, within thirty (30) days after the occurrence of such event, delivers to the Lessor and the Issuer an Officer's Certificate notifying the Lessor and the Issuer of such event and of such judgment, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, the Lessee shall restore and rebuild the affected Leased Property pursuant to SECTION 11.3 hereof. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Facility Rent Payment Date after following delivery of the Officer's Certificate pursuant to CLAUSE (iii) of the preceding sentence, in addition to all Basic Rent and Supplement Rent otherwise due on such Next Date shall have occurreddate, at a purchase price an amount equal to the Break Even Price of Lease Balance applicable to the Leased Property (and if as of such date. Upon the Lessee makes Lessor's receipt of such election Lease Balance on such date, the Break Even Price Lessor shall become due and payable and cause the Lessee shall purchase Lessor's interest in the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and to be continuing and rebuilding of the Improvements is capable of being completed prior conveyed to the end of the Lease Term (as certified Lessee in writing by a construction consultant appointed by Lessee accordance with and acceptable subject to the Lessor)provisions of SECTION 15.5 ("Purchase Procedure") hereof, rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the ImprovementsPROVIDED, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish HOWEVER, that (A) such conveyance may be by special warranty deed, but free and clear of Lessor's Liens and the utility lien of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary theretorelated Mortgage, (B) the then current Fair Market Value as determined by reference Lessor shall have no obligation to remove title defects other than Lessor Liens and the Appraisal, or lien of the related Mortgage affecting such Leased Property and (C) the Fair Market Value Lessee's ability to obtain a title insurance policy shall not affect the Lessee's obligation to purchase the Lessor's interest in the affected Leased Property. Upon completion of such purchase, but not prior thereto, the affected Leased Property shall be deemed released from this Lease and all obligations of the Lessee and the Lessor with respect to such Leased Property (including the obligation to make further payments of Basic Rent) shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the affected Leased Property pursuant to this SECTION 11.1, any proceeds derived from insurance required to be maintained by the Lessee pursuant to this Lease for Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, the Lessee or as determined by reference it may direct, and the Lessor shall assign to the Appraisal as Lessee, without warranty, all of the scheduled expiration date of Lessor's rights to and interest in insurance required to be maintained by the Lease TermLessee pursuant to this Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Lease Term, (ii) which, in the good-faith judgement of Lessee, renders repair and restoration of the Leased Property impractical or uneconomical and (iii) as to which Lessee, within thirty (30) days after the occurrence of such event, delivers to Lessor and the Lender an Officer's Certificate notifying Lessor and the Lender of such event and of such judgement, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, Lessee shall restore and rebuild the Leased Property pursuant to Section 11.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the Lessee shall give pay to Lessor on the Lessor prompt written notice next Rent Payment Date following delivery of the Officer's Certificate pursuant to clause (iii) of the preceding sentence an amount equal to the Lease Balance. Upon Lessor's receipt of such occurrence and the date thereof which notice Lease Balance on such date, Lessor shall contain an election by the Lessee to either (A) purchase cause Lessor's interest in the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to be conveyed to Lessee in accordance with and subject to the Break Even Price provisions of Section 15.5 "Purchase Procedure" hereof. Upon completion of such purchase, but not prior thereto, this Lease and all obligations hereunder shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by Lessee pursuant to Section 9.1 and so this Lease for Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in insurance required to be maintained by reference Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. If Any single event (including a Release) affecting Alterations to the Leased Property (i) which would otherwise constitute a Casualty, (ii) which (A) in the good-faith judgment of the Lessee, renders repair and restoration of the Leased Property impractical or uneconomical, or (B) requires in excess of $500,000 to remedy or repair, and (iii) as to which the Lessee, within sixty (60) days after the occurrence of such event, delivers to the Lessor an Officer’s Certificate notifying the Lessor of such event and of such judgment, shall constitute an “Event of Loss”. Upon the occurrence of any Event of Loss or Casualty, the Lessee shall promptly, and in any event within five (5) Business Days following the occurrence thereof, deliver written notice describing the Event of Loss or Casualty to the Lessor. In the case of any event (other than an Event of TakingLoss) shall occur during the Base Termwhich constitutes a Casualty, the Lessee shall give the Lessor prompt written notice of such occurrence restore and the date thereof which notice shall contain an election by the Lessee to either (A) purchase rebuild the Leased Property from pursuant to Section 11.3. If an Event of Loss other than an Event of Taking shall occur, the Lessee shall pay to the Lessor on the Next next Rent Payment Date after following delivery of the Officer’s Certificate pursuant to clause (iii) of the preceding sentence an amount equal to the Lease Balance as of such date. Upon the Lessor’s receipt of the Lease Balance on such date, the Lessor shall cause the Lessor’s interest in the Leased Property to be conveyed to the Lessee in accordance with the Purchase Procedure as set forth in Section 15.5 hereof. Upon completion of such purchase, including payment in full of the Lease Balance, but not prior thereto, the Leased Property shall be deemed released from this Lease and all obligations of the Lessee and the Lessor with respect to the Leased Property shall terminate, except with respect to obligations, indemnities and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated in Section 18.14 or elsewhere herein or the other Operative Documents to survive termination of this Lease. Upon the consummation of the purchase of the Leased Property pursuant to this Section 11.1, and the payment of the Lease Balance and all other amounts owed to the Lessor, any proceeds derived from insurance maintained by the Lessee pursuant to this Lease shall be paid over to, or retained by, the Lessee or as it may direct, and the Lessor shall assign to the Lessee, without warranty, all of the Lessor’s rights to and interest in the proceeds of insurance with respect to such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained by the Lessee pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty, and (ii) which, in the good faith judgment of the Lessee, renders repair and restoration of the Property impossible or impractical, or requires repairs to the Property that would cost in excess of fifty percent (50%) of the original cost of the Property, and (iii) as to which the Lessee, within sixty (60) days after the occurrence of such event, delivers to the Beneficiary a written notice signed by an authorized officer of the Lessee (the “Officer’s Certificate”) notifying the Beneficiary of such event and of such judgment, shall constitute an “Event of Loss”. In the case of any other event which constitutes a Casualty, the Lessee shall restore the Property pursuant to subparagraph (c) below. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the Lessee shall give pay to the Lessor prompt written notice Beneficiary on the later of (i) the thirtieth day (30th) and (ii) the next Payment Date following delivery of the Officer’s Certificate pursuant to clause (iii) above an amount equal to the Lease Balance. Upon the Beneficiary’s receipt of the Lease Balance on such date, the Beneficiary shall permit the Lessor’s interest in the Property to be conveyed to the Lessee in accordance with and subject to the provisions of Paragraph 19(e) of the Facility Lease. Upon completion of such occurrence purchase and payment of the date thereof which notice shall contain an election Lease Balance by the Lessee to either (A) purchase the Leased Property from Beneficiary, but not prior thereto, this Deed of Trust and all obligations hereunder shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Deed of Trust. Upon the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price consummation of the Leased purchase of the Property pursuant to this subparagraph (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Datea), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the Lessee pursuant to Section 9.1 and so as not to diminish (A) this Deed of Trust for the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date Property remaining after payment of the Lease TermBalance shall be paid over to, or retained by, the Lessee or as it may direct, and the Beneficiary shall assign to the Lessee, without warranty, all of the Beneficiary’s rights to and interest in such insurance required to be maintained by the Lessee pursuant to this Deed of Trust.

Event of Loss. If Upon the occurrence of an Event of Loss (other than an Event of Taking) shall occur during prior to the Base TermClosing, the Lessee Fxxxxx Parties shall give take reasonable steps to repair, replace and restore damaged, destroyed or lost property to its condition prior to any such loss, damage, or destruction. In the Lessor prompt written event of any such loss, damage, or destruction, the proceeds of any claim for any loss, payable under any insurance policy with respect thereto, shall be used to repair, replace, or restore any such property to its former condition subject to the conditions stated below. In the event of any loss or damage to the Stations or any of the Purchased Assets, the Fxxxxx Parties shall notify Buyer thereof in writing immediately. Such notice shall specify with particularity the loss or damage incurred, the cause thereof (if known or reasonably ascertainable), and the insurance coverage. In the event that the property is not completely repaired, replaced or restored on or before the scheduled Closing Date, Buyer at its option: (a) may elect to postpone Closing until such time as the property has been completely repaired, replaced or restored (and, if necessary, the Fxxxxx Parties shall join Buyer in requesting from the FCC any extensions of time in which to consummate the Closing that may be required in order to complete such repairs); or (b) may elect to consummate the Closing and accept the property in its then condition, in which event the Fxxxxx Parties shall pay to Buyer all proceeds of insurance and assign to Buyer the right to any unpaid proceeds. The Fxxxxx Parties shall have no responsibility to repair or replace damaged or destroyed Purchased Assets not covered by insurance if the cost of such occurrence and repair exceeds Five Hundred Thousand Dollars ($500,000) in the date thereof which notice aggregate; provided, however, Buyer shall contain an election by have the Lessee right to either (A) purchase accept the Leased Property from the Lessor on the Next Date after Purchased Assets subject to such Event of Loss shall have occurred orand receive a Five Hundred Thousand Dollars ($500,000) credit against the Purchase Price plus all proceeds of insurance and an assignment by Seller to Buyer of the right to any unpaid proceeds; provided further, if however, that should the Fxxxxx Parties not advise Buyer within five (5) days after being requested to do so that the Fxxxxx Parties will repair or replace such Event of Loss shall have occurred within Purchased Assets, Buyer may terminate this Agreement without penalty upon ten (10) Business Days preceding a Payment Datedays’ written notice to the Fxxxxx Parties, then and upon such termination Buyer shall be entitled to have the Escrow Deposit, together with all accrued interest, returned to it on or on the next succeeding Payment Date after business day following such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termtermination.

Event of Loss. If there shall occur an Event of Loss with respect to the Property (other than an Event the Affected Property (for purposes of Taking) shall occur during the Base Termthis Lease, the Affected Property being the entire Property), Lessee shall give the Lessor prompt written notice thereof and elect, within sixty (60) days after the occurrence of such occurrence and the date thereof which notice shall contain an election by Event of Loss, one of the Lessee following options: (i) Offer to either (A) purchase the Leased Affected Property from the Lessor Lessor, on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Rent Payment Date, then on (the next succeeding Stipulated Loss Value Date), and which Rent Payment Date shall be the first Rent Payment Date at least forty (40) days after Lessor accepts such Next Date shall have occurredoffer, at for a purchase price equal to the Break Even Price sum of (A) the Stipulated Loss Value for the Affected Property, determined as of such Stipulated Loss Value Date, plus (B) all unpaid Rent with respect to the Affected Property due but unpaid through such Stipulated Loss Value Date, plus (C) an amount equal to the reasonable out-of-pocket attorneys’ fees of Lessor relating to the purchase by Lessee as a result of such Event of Loss. Lessor (subject to the consent of the Leased Property Lender), shall have sixty (and if 60) days from the date of receipt of Lessee’s offer to decide whether to reject such offer. If Lessee makes has not received a response after forty (40) days, it may send a second notice to the foregoing parties, stating clearly in boldface that Lessor’s failure to reject such election offer by the Break Even Price shall become due and payable and later of (i) the Lessee shall purchase the Leased Property on such Payment Date)original sixty (60) day period, or (Bii) provided no Material Default or ten (10) days after delivery of such second notice, shall be deemed Lessor’s acceptance of such offer; or (ii) Restore and rebuild the Improvements damaged as a result of such Event of Default shall have occurred and be continuing and rebuilding Loss (regardless of the Improvements is capable availability of being completed any insurance proceeds) so as to have a value, utility and remaining useful life as nearly as reasonably practicable equal to the value, utility and remaining useful life of the Affected Property immediately prior to such Event of Loss, and in all events as required by Section 8.2, such restoration to be done as expeditiously as is commercially reasonable and to be substantially completed, subject to force majeure, within twenty four months from the end date of the Event of Loss, and in any event by the expiration of the Lease Term (and Lessee shall remain liable for the completion of such restoration beyond the expiration of the Lease Term to the extent not completed prior to such expiration but Lessee’s obligation to complete the Improvements shall not constitute a holdover by Lessee, who shall be granted access to the Property for such completion). In the event, due to force majeure events, restoration cannot be completed by the expiration of the Term, Lessee shall diligently complete the restoration thereafter and shall be liable to pay Base Rent (based on the Base Rent in effect on the day prior to the expiration of the Term (on a per diem basis)) and Supplemental Rent, until such restoration is complete. Notwithstanding the options described in subsections 12.1(i) and (ii) if the Event of Loss occurs in the last of two (2) years of the Term, Lessee shall have the right to terminate the Lease effective as certified of the date of delivery of a notice of termination to Lessor not later than sixty (60) days following the Event of Loss. Upon such termination Lessor shall be entitled to all insurance proceeds and Lessee shall credit Lessor with all deductible amounts and Rent until the effective date of such termination. Lessee shall not have the right to terminate this Lease upon an Event of Loss if Lessee has exercised or intends to exercise its early termination right as provided for in the definition of Base Term. In other words Lessee does not, under any circumstances, have the right to exercise both rights of early termination and the right to terminate this Lease upon an Event of Loss pursuant to this paragraph. If Lessee makes an offer to purchase pursuant to clause (i) above of this Section 12.1, and Lessor accepts such offer or is deemed to accept such offer within the sixty (60) day period referred to in the last sentence of clause (i) above, the conveyance shall occur, and Lessee shall pay to Lessor the Stipulated Loss Value and Rent described in said clause (i) on the Stipulated Loss Value Date; provided that any Net Proceeds related to the Affected Property then held by Lessor or the Lender shall be credited against the portion of such purchase price payable to Lessor and the balance of Net Proceeds, if any, shall be paid to or retained by Lessee. Concurrently with the payment in full of the amounts payable pursuant to said clause (i), the terms of Article 22 shall be complied with. In the event Lessor rejects the offer of Lessee to purchase the Affected Property as provided in clause (i) of this Section 12.1 (which it may not do without the Lender’s written consent unless it first pays to the Lender an amount sufficient to pay all amounts due Lender with respect to the Affected Property ), the following amount shall be paid to or retained by Lessor on such Stipulated Loss Value Date: (A) all Net Proceeds related to the Affected Property, provided that, if Lessee is self-insured (as permitted above) by means of deductibles, retained risks or no insurance whatsoever, Lessee shall pay such amounts or additional amounts so that Lessor receives in total (including any Net Proceeds) an amount that would have been paid by a third-party insurer under a customary commercial all-risk full replacement-value insurance policy substantially similar to that described in Schedule 9.01(a)(ii) without deductibles or retained risks (but in any case amounts paid to Lessor will not be in excess of the replacement value of the Improvements immediately preceding the Event of Loss, which replacement value shall be as mutually agreed between Lessee and Lessor and, failing such agreement within fifteen (15) days of the request of either party to do so, by the Appraisal Procedure), plus (B) unpaid Rent due with respect to the Affected Property on and through such Stipulated Loss Value Date. Upon payment in full of the amounts set forth in clauses (A) and (B) of the preceding paragraph (in the event Lessor rejected Lessee’s offer) or upon payment in full of the amounts set forth in clause (i) of the first sentence of this Section 12.1 and consummation of the sale to Lessee (or its designee) (in the event Lessor accepted Lessee’s offer to purchase), (1) the Lease Term shall end, and (2) the obligations of Lessee hereunder (other than any obligations expressed herein as surviving termination of this Lease) shall terminate as of the date of such payment. If Lessor elects to reject the offer of Lessee hereunder to purchase the Property pursuant to this Section 12.1 while a Mortgage encumbers the Property, any notice of rejection shall only be effective, and Lessor shall only be entitled to reject such offer, if such notice is in writing and either such rejection is concurrently consented to in writing by a construction consultant appointed by Lessee and acceptable the Lender or Lessor concurrently with delivery of its rejection notice pays to the Lessor), rebuild Lender all amounts secured by the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements Mortgage with respect to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingAffected Property, and any uses ancillary theretoreasonably evidences such payment to Lessee, and absent such repayment or consent by the Lender within the period referred to in the last sentence of clause (Bi) the then current Fair Market Value as determined by reference above, Lessor shall be deemed to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termhave accepted Lessee’s offer.

Event of Loss. (a) If there shall occur an Event of Loss with respect to any Individual Property or Individual Properties (other than an Event said Individual Property or Individual Properties being referred to herein as the "Affected Property"), subject to any requirement of Taking) shall occur during the Base TermLender pursuant to Article V of the Loan Agreement, the Lessee shall give Lessor and the Lessor Lender prompt written notice thereof and elect, within sixty (60) days after the occurrence of the Event of Loss, one of the following options (and, if Lessee shall fail to so elect by the last day of such occurrence sixty (60) day period, Lessee shall be deemed to have elected to restore pursuant to paragraph (i) below): (i) Restore and rebuild the date thereof Improvements at the Affected Property which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after were damaged as a result of such Event of Loss shall so as to have occurred ora value, if utility and remaining useful life at least equal to the value, utility and remaining useful life of the Affected Property immediately prior to such Event of Loss Loss, without any abatement, decrease or diminution in the Base Rent, such restoration to be completed in a diligent manner, subject to Unavoidable Delays (and Lessee shall have occurred within remain liable for the completion of such restoration beyond the expiration of the Lease Term to the extent not completed prior to such expiration and, in such event, shall continue to pay Base Rent and Supplemental Rent with respect to the Affected Property from the date of such expiration to the date of completion in accordance with the provisions of this Lease); or (ii) In the event that any Affected Property is released from the lien of the Mortgage pursuant to Section 2.4.2, Section 11.28 or Section 11.29 of the Loan Agreement, Lessee may elect upon giving not less than ten (10) Business Days preceding a Payment days written notice to Lessor to terminate the Lease with respect to such Affected Property ("Loss Termination Date"). In such event, then the following amount shall be paid to or retained by Lessor on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal Loss Termination Date: (A) all Net Proceeds related to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)Affected Property, or plus (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding unpaid Rent due with respect to the Affected Property through such Loss Termination Date. (b) Subject to the terms of the Improvements is capable Loan Agreement, upon payment in full of being completed prior the amount set forth in Section 11.1(a)(ii) and the release of any Affected Property from the lien of the Mortgage pursuant to Section 2.4.2, Section 11.28 or Section 11.29 of the end of Loan Agreement, the Lease Term shall end with respect to such Affected Property, and the obligations of Lessee hereunder (other than any obligations expressed herein as certified in writing by a construction consultant appointed by Lessee and acceptable surviving termination of this Lease) with respect to such Affected Property shall terminate as of the Lessor), rebuild the Improvements and continue the Leasedate of such payment. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained Affected Property is not released by a Property Release pursuant to Section 9.1 21.27, Base Rent shall continue to accrue and so as not be payable without abatement, set-off, deduction or other reduction of any kind whatsoever. If the Affected Property is released by a Property Release pursuant to diminish (ASection 21.27, then the Base Rent shall be reduced in accordance with Sections 3.1(b) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term21.27(b).