Common use of Insurance Casualty and Condemnation Clause in Contracts

Insurance Casualty and Condemnation. (a) Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty shall be borne and assumed by Seller. If, prior to the Closing, any portion of the Property is damaged by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty, and such casualty, destruction, loss or damage does not result in a Casualty Termination Event, then Seller shall promptly repair or replace such damaged Property to substantially the same condition as, or better condition than, it was immediately prior to such casualty, destruction, loss or damage. In the event that it is not feasible to complete the repair or replacement prior to the Closing Date, the Closing shall proceed as scheduled and Seller shall, as of the Closing Date, (i) promptly pay to Buyer all insurance proceeds received by Seller or its Affiliates to date with respect to such casualty, destruction, loss or damage, less any proceeds applied to the physical restoration of the Property; provided, that if such insurance proceeds are not sufficient for Buyer to repair or restore the Property to substantially the same condition as it was in immediately prior to such casualty, destruction, loss or damage, Seller shall pay Buyer an additional amount equal to such shortfall (the “Shortfall Amount”); and provided, further, that if any such insurance proceeds remain unused after Buyer has repaired or restored the Property to substantially the same condition as it was in immediately prior to such casualty, destruction, loss or damage, then Buyer shall remit to Seller an amount equal to such remaining unused insurance proceeds; and (ii) assign to Buyer all rights of Seller and its Affiliates against third parties (other than against its insurance carriers) with respect to any causes of action, whether or not litigation has commenced as of the Closing Date, in connection with such casualty, destruction, loss or damage; provided, however, that the proceeds of such insurance shall not be subject to any applicable deductibles and co-payment provisions, which shall be the responsibility of Seller and shall be paid to Buyer or applied to such repair or replacement as applicable; and provided, further, that any recovery of money from any third Person pursuant to the rights conveyed under this subsection (ii) shall be paid, following the payment of Buyer’s out of pocket fees and expenses, to Seller until Seller has been repaid the Shortfall Amount. The obligations of Seller pursuant to the prior sentence shall constitute full compensation for the damage to the Property, and, after the Closing, Seller shall have no responsibility for restoration or repair of the Property or any resultant loss, directly, by subrogation, or otherwise.

Insurance Casualty and Condemnation. (a) Prior Mortgagor shall, at its sole expense, obtain for, deliver to, assign to and maintain for the Closing and notwithstanding benefit of Agent, until the pendency Secured Obligations are paid in full, policies of this Agreementhazard insurance in an amount which shall be not less than 100% of the full insurable replacement cost of the Encumbered Property (other than the Land) insuring, on a replacement cost basis, the entire risk of Encumbered Property against loss or damage on a "special cause of loss" form, such insurable hazards, casualties and contingencies as are included therein and otherwise as Agent may require, including without limitation fire, windstorm, rainstorm, vandalism, earthquake and, if all or any part of the Encumbered Property shall at any time be located within an area identified by earthquake, hurricane, tornadothe government of the United States or any agency thereof as having special flood hazards and for which flood insurance is available, flood. Mortgagor shall pay promptly when due any premiums on such insurance policies and on any renewals thereof. Mortgagor shall, landslideat its sole expense, fireobtain for, acts deliver to, assign to and maintain for the benefit of, Agent, until the Secured Obligations are paid in full, such other policies of war, terrorism, terrorist activities or other casualty insurance as may be required by the terms of the Loan Agreement. The form of such policies and the companies issuing them shall be borne acceptable to Agent. If any such policy shall contain a co-insurance clause it shall also contain an agreed amount or stipulated value endorsement. All such policies and assumed renewals thereof shall be held by SellerAgent and shall contain an "Agent's loss payable" clause making losses payable to Agent. If, Losses shall not be payable to any other party without Agent's prior to the Closing, any portion of the Property is damaged by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty, and such casualty, destruction, loss or damage does not result in a Casualty Termination Event, then Seller shall promptly repair or replace such damaged Property to substantially the same condition as, or better condition than, it was immediately prior to such casualty, destruction, loss or damagewritten consent. In the event that it is of loss, Mortgagor will give immediate written notice to Agent and Agent may make proof of loss if not feasible to complete made promptly by Mortgagor (for which purpose Mortgagor hereby irrevocably appoints Agent as its attorney-in-fact). In the repair event of the foreclosure of this Mortgage or replacement prior any other transfer of title to the Closing Date, the Closing shall proceed as scheduled and Seller shall, as Encumbered Property in full or partial satisfaction of the Closing DateSecured Obligations, (i) promptly pay all right, title and interest of Mortgagor in and to Buyer all insurance proceeds received by Seller or its Affiliates to date with respect to such casualty, destruction, loss or damage, less any proceeds applied policies and renewals thereof then in force shall pass to the physical restoration of the Property; provided, purchaser or grantee. All such policies shall provide that if such insurance proceeds are not sufficient for Buyer to repair or restore the Property to substantially the same condition as it was in immediately prior to such casualty, destruction, loss or damage, Seller shall pay Buyer an additional amount equal to such shortfall (the “Shortfall Amount”); and provided, further, that if any such insurance proceeds remain unused after Buyer has repaired or restored the Property to substantially the same condition as it was in immediately prior to such casualty, destruction, loss or damage, then Buyer shall remit to Seller an amount equal to such remaining unused insurance proceeds; and (ii) assign to Buyer all rights of Seller and its Affiliates against third parties (other than against its insurance carriers) with respect to any causes of action, whether or not litigation has commenced as of the Closing Date, in connection with such casualty, destruction, loss or damage; provided, however, that the proceeds of such insurance they shall not be subject modified, cancelled or terminated without at least thirty (30) days' prior written notice to any applicable deductibles and co-payment provisions, which shall be Agent from the responsibility of Seller and shall be paid to Buyer or applied to such repair or replacement as applicable; and provided, further, that any recovery of money from any third Person pursuant to the rights conveyed under this subsection (ii) shall be paid, following the payment of Buyer’s out of pocket fees and expenses, to Seller until Seller has been repaid the Shortfall Amount. The obligations of Seller pursuant to the prior sentence shall constitute full compensation for the damage to the Property, and, after the Closing, Seller shall have no responsibility for restoration or repair of the Property or any resultant loss, directly, by subrogation, or otherwiseinsurer.

Insurance Casualty and Condemnation. (a) Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty shall be borne and assumed by Seller. If, prior to before the Closing, any portion of the Property one or more Properties is damaged by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities fire or other casualty, and such casualty, destruction, loss or damage does not result in a Casualty Termination Event, then Seller shall promptly repair or replace such damaged Property to substantially the same condition as, or better condition than, it was immediately prior to such casualty, destruction, loss or damage. In the event that it is not feasible to complete the repair or replacement together with all other casualties occurring prior to the Closing Datedo not individually or in the aggregate result in a Total Material Adverse Effect, then the Closing shall proceed as scheduled and the applicable Seller shall, as of at the Closing DateClosing, (i) promptly pay to Buyer all insurance proceeds received by such Seller or its Affiliates to date with respect to such casualtydamage, destruction, loss destruction or damageother loss, less any proceeds applied to the physical restoration of the such Property; provided, that if such insurance proceeds are not sufficient for Buyer to fully repair or restore the Property to substantially the same condition as it was in immediately prior to such casualtyProperty, destruction, loss or damage, such Seller shall pay Buyer an additional amount equal to such shortfall (the “"Shortfall Amount”); and provided, further, that if any such insurance proceeds remain unused after Buyer has repaired or restored the Property to substantially the same condition as it was in immediately prior to such casualty, destruction, loss or damage, then Buyer shall remit to Seller an amount equal to such remaining unused insurance proceeds; ") and (ii) assign to Buyer all rights of such Seller and its Affiliates against third parties (other than against its insurance carriers) with respect to any causes of action, whether or not litigation has commenced as of the Closing Date, in connection with such casualtydamage, destruction, loss destruction or damageother loss; provided, however, that the proceeds of such insurance shall not be subject to any applicable deductibles and co-payment provisions, which shall be the responsibility of Seller and shall be paid to Buyer or applied to such repair or replacement as applicable; and provided, further, that any recovery of money from any third Person pursuant to the rights conveyed under this subsection (ii) shall be paid, following the payment of Buyer’s 's out of pocket fees and expenses, to the applicable Seller until such Seller has been repaid the Shortfall Amount. The obligations of each Seller pursuant to the prior sentence shall constitute full compensation for the damage to the such Property, and, and after the Closing, Closing such Seller shall have no responsibility for restoration or repair of the its Property or any resultant loss, directly, by subrogation, or otherwise. In the event that any casualty or casualties occurring prior to the Closing individually or in the aggregate, results in a Total Material Adverse Effect, then Buyer shall have fifteen (15) days to exercise its termination right under Section 10.1(h) hereof; provided, however, that, if requested by Buyer, the applicable Seller(s) and Buyer shall discuss and consult in good faith for a period of up to thirty (30) days after any such casualty to discuss whether such casualty (individually or together with any prior casualties) constitutes to a Total Material Adverse Effect, and after any such period expires, Buyer shall have fifteen (15) days to exercise its termination right pursuant to Section 10.1(h) hereof with respect to such casualty.

Insurance Casualty and Condemnation. (a) Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty shall be borne and assumed by Seller. If, prior to before the Closing, any portion of the Property one or more Properties is damaged by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities fire or other casualty, and such casualty, destruction, loss or damage does not result in a Casualty Termination Event, then Seller shall promptly repair or replace such damaged Property to substantially the same condition as, or better condition than, it was immediately prior to such casualty, destruction, loss or damage. In the event that it is not feasible to complete the repair or replacement together with all other casualties occurring prior to the Closing Datedo not individually or in the aggregate result in a Total Material Adverse Effect, then the Closing shall proceed as scheduled and the applicable Seller shall, as of at the Closing DateClosing, (i) promptly pay to Buyer all insurance proceeds received by such Seller or its Affiliates to date with respect to such casualtydamage, destruction, loss destruction or damageother loss, less any proceeds applied to the physical restoration of the such Property; provided, that if such insurance proceeds are not sufficient for Buyer to fully repair or restore the Property to substantially the same condition as it was in immediately prior to such casualtyProperty, destruction, loss or damage, such Seller shall pay Buyer an additional amount equal to such shortfall (the “Shortfall Amount”); and provided, further, that if any such insurance proceeds remain unused after Buyer has repaired or restored the Property to substantially the same condition as it was in immediately prior to such casualty, destruction, loss or damage, then Buyer shall remit to Seller an amount equal to such remaining unused insurance proceeds; ) and (ii) assign to Buyer all rights of such Seller and its Affiliates against third parties (other than against its insurance carriers) with respect to any causes of action, whether or not litigation has commenced as of the Closing Date, in connection with such casualtydamage, destruction, loss destruction or damageother loss; provided, however, that the proceeds of such insurance shall not be subject to any applicable deductibles and co-payment provisions, which shall be the responsibility of Seller and shall be paid to Buyer or applied to such repair or replacement as applicable; and provided, further, that any recovery of money from any third Person pursuant to the rights conveyed under this subsection (ii) shall be paid, following the payment of Buyer’s out of pocket fees and expenses, to the applicable Seller until such Seller has been repaid the Shortfall Amount. The obligations of each Seller pursuant to the prior sentence shall constitute full compensation for the damage to the such Property, and, and after the Closing, Closing such Seller shall have no responsibility for restoration or repair of the its Property or any resultant loss, directly, by subrogation, or otherwise. In the event that any casualty or casualties occurring prior to the Closing individually or in the aggregate, results in a Total Material Adverse Effect, then Buyer shall have fifteen (15) days to exercise its termination right under Section 10.1(h) hereof; provided, however, that, if requested by Buyer, the applicable Seller(s) and Buyer shall discuss and consult in good faith for a period of up to thirty (30) days after any such casualty to discuss whether such casualty (individually or together with any prior casualties) constitutes to a Total Material Adverse Effect, and after any such period expires, Buyer shall have fifteen (15) days to exercise its termination right pursuant to Section 10.1(h) hereof with respect to such casualty.

Insurance Casualty and Condemnation. (a) Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty shall be borne and assumed by Seller. If, prior to before the Closing, any portion one or both of the Casino Property is damaged by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty, and such casualty, destruction, loss or Traymore Site suffer damage that does not result in a Casualty Termination Event, then Seller shall promptly repair or replace such damaged Property to substantially the same condition as, or better condition than, it was immediately prior to such casualty, destruction, loss or damage. In the event that it is not feasible to complete the repair or replacement prior to the Closing Date, the Closing shall proceed as scheduled and Seller Flamingo or Boardwalk, applicable, shall, as of the Closing Date, (i) promptly pay to the applicable Buyer all insurance proceeds received by such Seller or its Affiliates to date with respect to such casualtydamage, destruction, loss destruction or damageother loss, less any proceeds applied to the any physical restoration of the Property; provided, that if such insurance proceeds are not sufficient for Buyer to repair or restore the applicable Property to substantially the same condition as it was in immediately prior to such casualty, destruction, loss or damage, Seller shall pay Buyer an additional amount equal to such shortfall (the “Shortfall Amount”); and provided, further, that if any such insurance proceeds remain unused after Buyer has repaired or restored the Property to substantially the same condition as it was in immediately prior to such casualty, destruction, loss or damage, then Buyer shall remit to Seller an amount equal to such remaining unused insurance proceeds; and (ii) assign to the applicable Buyer all rights of such Seller and its Affiliates against third parties (other than against its insurance carriers) with respect to any causes of action, whether or not litigation has commenced as of the Closing Date, in connection with such casualtydamage, destructiondestruction or other loss, loss or damage; provided, however, provided that the proceeds of such insurance shall be subject to (and recovery thereon shall be reduced by the amount of) any payment or reimbursement (but not be subject to any applicable deductibles and co-payment provisions, which shall be the responsibility of the applicable Seller and shall be paid to the applicable Buyer or applied to such repair or replacement as applicable; ) and provided, further, that any recovery of money from any third Person pursuant to the rights conveyed under this subsection (ii) shall be paid, following the payment of Buyer’s out of pocket fees and expenses, to Seller until Seller has been repaid the Shortfall Amount. The obligations of Seller pursuant to the prior sentence shall constitute full compensation for the damage to the Property, and, after the Closing, and such Seller shall have no responsibility for restoration or repair of the applicable Property or any resultant loss, directly, by subrogation, or otherwise. For the avoidance of doubt, nothing contained in this Section 7.14(a) shall restrict the ability of Buyers to seek indemnification from the applicable Seller as provided in Article X hereof. In the event of damage that does not result in a Casualty Termination Event, between the date of the casualty and the Closing, the applicable Buyer will have the right to consult with Seller regarding negotiations with Seller’s insurance carriers and to review and consult with Seller with respect to any repairs (including the cost thereof) to be made prior to or after Closing. After Closing, the applicable Buyer shall have the right to negotiate and settle with any insurance carrier, provided that the applicable Seller shall have the right to consult with Buyer with respect to such negotiations or settlements.

Insurance Casualty and Condemnation. 46 (a) Prior Borrower shall, at its (or its Subsidiary's) sole cost and expense maintain or cause to be maintained, the policies of insurance in such amounts and as otherwise described in Annex E. Borrower shall notify Agent promptly of any occurrence causing a material loss or decline in value of any real or personal property and the estimated (or actual, if available) amount of such loss or decline, except as specified otherwise on Annex E. Borrower irrevocably makes, constitutes and appoints Agent (and all officers, employees or agents designated by Agent) as Borrower's true and lawful agent and attorney-in-fact for the purpose during the continuation of any Event of Default of (i) making, settling and adjusting claims relating to the Closing and notwithstanding Collateral under the pendency "All Risk" policies of this Agreementinsurance, (ii) endorsing the entire risk name of loss or damage by earthquakeBorrower on any check, hurricanedraft, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities instrument or other casualty shall be borne and assumed by Seller. If, prior item of payment for the proceeds of such "All Risk" policies of insurance relating to the Closing, any portion of the Property is damaged by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualtyCollateral, and such casualty, destruction, loss (iii) making all determinations with respect to any settlements or damage does not result adjustments referred to in a Casualty Termination Event, then Seller shall promptly repair or replace such damaged Property to substantially the same condition as, or better condition than, it was immediately prior to such casualty, destruction, loss or damageclause (i) above. In the event that it is not feasible Borrower at any time or times hereafter shall fail to complete the repair obtain or replacement prior maintain (or fail to the Closing Date, the Closing shall proceed as scheduled and Seller shall, as cause to be obtained or maintained) any of the Closing Datepolicies of insurance required above or to pay any premium in whole or in part relating thereto, Agent or Lenders, without waiving or releasing any Obligations or Default hereunder, and after notice from Agent to Borrower, may at any time or times thereafter (ibut shall not be obligated to) promptly obtain and maintain such policies of insurance and pay to Buyer all insurance proceeds received by Seller or its Affiliates to date such premium and take any other action with respect thereto which Agent or Lenders deem advisable. All sums so disbursed, including attorneys' fees, court costs and other charges related thereto, shall be payable, on demand, by Borrower to such casualty, destruction, loss or damage, less any proceeds applied to Agent on behalf of Lenders and shall be additional Obligations hereunder secured by the physical restoration of the Property; provided, that if such insurance proceeds are not sufficient for Buyer to repair or restore the Property to substantially the same condition as it was in immediately prior to such casualty, destruction, loss or damage, Seller shall pay Buyer an additional amount equal to such shortfall (the “Shortfall Amount”); and provided, further, that if any such insurance proceeds remain unused after Buyer has repaired or restored the Property to substantially the same condition as it was in immediately prior to such casualty, destruction, loss or damage, then Buyer shall remit to Seller an amount equal to such remaining unused insurance proceeds; and (ii) assign to Buyer all rights of Seller and its Affiliates against third parties (other than against its insurance carriers) with respect to any causes of action, whether or not litigation has commenced as of the Closing Date, in connection with such casualty, destruction, loss or damageCollateral; provided, however, that if and to the proceeds extent Borrower fails to promptly pay any of such insurance sums upon Agent's demand therefor, Agent is authorized to, and at its option may, make or cause to be made Revolving Credit Advances on behalf of Borrower for payment thereof, even if the making of any such Revolving Credit Advance causes the outstanding balance of the Revolving Credit Loan to exceed the Borrowing Availability, and Borrower agrees that the making of any such Advance in excess of the Borrowing Availability shall not be subject to any applicable deductibles and co-payment provisionsconstitute an automatic Event of Default, which unless Borrower repays such Advance within one (1) Business Day after demand by Agent. Any such Revolving Credit Advance shall be deemed to be a Revolving Credit Advance for purposes of this Agreement notwithstanding the responsibility of Seller and shall be paid to Buyer or applied fact that the conditions contained in Section 2.2 have not been satisfied with respect to such repair or replacement as applicable; and provided, further, that any recovery of money from any third Person pursuant to the rights conveyed under this subsection (ii) shall be paid, following the payment of Buyer’s out of pocket fees and expenses, to Seller until Seller has been repaid the Shortfall Amount. The obligations of Seller pursuant to the prior sentence shall constitute full compensation for the damage to the Property, and, after the Closing, Seller shall have no responsibility for restoration or repair of the Property or any resultant loss, directly, by subrogation, or otherwiseRevolving Credit Advance.

Insurance Casualty and Condemnation. (a) Prior Borrower shall, at its (or its Subsidiary's) sole cost and expense maintain or cause to be maintained, the policies of insurance in such amounts and as otherwise described in Annex E. Borrower shall notify Agent promptly of any occurrence causing a material loss or decline in value of any real or personal property and the estimated (or actual, if available) amount of such loss or decline, except as specified otherwise on Annex E. Borrower irrevocably makes, constitutes and appoints Agent (and all officers, employees or agents designated by Agent) as Borrower's true and lawful agent and attorney-in-fact for the purpose during the continuation of any Event of Default of (i) making, settling and adjusting claims relating to the Closing and notwithstanding Collateral under the pendency "All Risk" policies of this Agreementinsurance, (ii) endorsing the entire risk name of loss or damage by earthquakeBorrower on any check, hurricanedraft, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities instrument or other casualty shall be borne and assumed by Seller. If, prior item of payment for the proceeds of such "All Risk" policies of insurance relating to the Closing, any portion of the Property is damaged by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualtyCollateral, and such casualty, destruction, loss (iii) making all determinations with respect to any settlements or damage does not result adjustments referred to in a Casualty Termination Event, then Seller shall promptly repair or replace such damaged Property to substantially the same condition as, or better condition than, it was immediately prior to such casualty, destruction, loss or damageclause (i) above. In the event that it is not feasible Borrower at any time or times hereafter shall fail to complete the repair obtain or replacement prior maintain (or fail to the Closing Date, the Closing shall proceed as scheduled and Seller shall, as cause to be obtained or maintained) any of the Closing Datepolicies of insurance required above or to pay any premium in whole or in part relating thereto, Agent or Lenders, without waiving or releasing any Obligations or Default hereunder, and after notice from Agent to Borrower, may at any time or times thereafter (ibut shall not be obligated to) promptly obtain and maintain such policies of insurance and pay to Buyer all insurance proceeds received by Seller or its Affiliates to date such premium and take any other action with respect thereto which Agent or Lenders deem advisable. All sums so disbursed, including attorneys' fees, court costs and other charges related thereto, shall be payable, on demand, by Borrower to such casualty, destruction, loss or damage, less any proceeds applied to Agent on behalf of Lenders and shall be additional Obligations hereunder secured by the physical restoration of the Property; provided, that if such insurance proceeds are not sufficient for Buyer to repair or restore the Property to substantially the same condition as it was in immediately prior to such casualty, destruction, loss or damage, Seller shall pay Buyer an additional amount equal to such shortfall (the “Shortfall Amount”); and provided, further, that if any such insurance proceeds remain unused after Buyer has repaired or restored the Property to substantially the same condition as it was in immediately prior to such casualty, destruction, loss or damage, then Buyer shall remit to Seller an amount equal to such remaining unused insurance proceeds; and (ii) assign to Buyer all rights of Seller and its Affiliates against third parties (other than against its insurance carriers) with respect to any causes of action, whether or not litigation has commenced as of the Closing Date, in connection with such casualty, destruction, loss or damageCollateral; provided, however, that if and to the proceeds extent Borrower fails to promptly pay any of such insurance sums upon Agent's demand therefor, Agent is authorized to, and at its option may, make or cause to be made Revolving Credit Advances on behalf of Borrower for payment thereof, even if the making of any such Revolving Credit Advance causes the outstanding balance of the Revolving Credit Loan to exceed the Borrowing Availability, and Borrower agrees that the making of any such Advance in excess of the Borrowing Availability shall not be subject to any applicable deductibles and co-payment provisionsconstitute an automatic Event of Default, which unless Borrower repays such Advance within one (1) Business Day after demand by Agent. Any such Revolving Credit Advance shall be deemed to be a Revolving Credit Advance for purposes of this Agreement notwithstanding the responsibility of Seller and shall be paid to Buyer or applied fact that the conditions contained in Section 2.2 have not been satisfied with respect to such repair or replacement as applicable; and provided, further, that any recovery of money from any third Person pursuant to the rights conveyed under this subsection (ii) shall be paid, following the payment of Buyer’s out of pocket fees and expenses, to Seller until Seller has been repaid the Shortfall Amount. The obligations of Seller pursuant to the prior sentence shall constitute full compensation for the damage to the Property, and, after the Closing, Seller shall have no responsibility for restoration or repair of the Property or any resultant loss, directly, by subrogation, or otherwiseRevolving Credit Advance.