Common use of Insurance; Risk of Loss Clause in Contracts

Insurance; Risk of Loss. Seller assumes all risk of destruction, loss, or damage to the Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheld.

Insurance; Risk of Loss. (a) Dynegy and Seller assumes shall keep, or cause to keep, all insurance policies that provide coverage for any IPC Companies, the Business or any IPC Assets, as the case may be, in full force and effect through the Closing, or provide for the renewal of all such policies that are expiring by their own terms prior to such date. In the event of a property loss in respect of any asset of the Business, the IPC Assets or IPC Companies prior to the Closing, Seller and Dynegy agree to cede recovered insurance proceeds (net of deductible) in respect of such asset to Purchaser post-Closing for the repair of such asset. Except for the coverage required under Section 5.5(c), as of the Closing, Dynegy and Seller shall cause the termination of all insurance coverage for the Business, the IPC Assets or the IPC Companies and their respective businesses, assets, and current or former employees, and Purchaser shall become solely responsible for all insurance coverage and related risk of destruction, loss, or damage loss based on events occurring after the Closing with respect to the Property IPC Companies, the Business, the IPC Assets, and their respective businesses, assets, and current and former employees; provided, however, that (i) no such termination by Dynegy or Seller of any "occurrence" coverage in force prior to the Closing Date. If, shall be effected so as to prevent Purchaser or any IPC Company from recovering under such coverage for losses from events or damages occurring prior to the Closing; and (ii) no such termination of any "claims-made" coverage in force prior to the Closing Date, all shall be effected so as to prevent Purchaser or any portion of the Property IPC Company from recovering under such coverage for losses from events or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made damages occurring prior to the Closing Date under such to the extent the applicable insurance policies company or by such condemning authorities, or (b) to terminate this Agreement by giving third party claims administrator shall have received written notice of claims or written notice of circumstances that are reasonably likely to give rise to a claim that occurred relating to such termination events on or before or within 60 days after the Closing. Dynegy and Sellers shall use commercially reasonable efforts to Sellerreport to the applicable insurance company or third party claims administrator, whereupon this Agreement shall be terminatedon a timely basis before the Closing, any amount previously paid by HEDRA claims of which they have Knowledge (or circumstances that are reasonably likely to Seller shall be refunded give rise to HEDRA and thereafter neither party shall have any further obligations or liabilities a claim) relating to events occurring prior to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldClosing.

Insurance; Risk of Loss. Seller assumes all risk shall, and shall cause the Companies to, keep insurance policies or self-insured retentions currently maintained for the benefit of destructionthe Companies covering their business, lossassets and current or former employees and the Contributed Assets, as the case may be (the “Insurance Coverage”), or damage to suitable replacements therefor, in full force and effect through the Property prior to close of business on the Closing Date. If, From and prior to the Closing Date, Seller agrees to take such actions as may be reasonably necessary not to voluntarily relinquish or terminate policies providing Insurance Coverage if doing so would adversely affect the availability of such Insurance Coverage. The availability of Insurance Coverage with respect to any claim shall be subject in all or any portion respects to Seller’s applicable deductibles, retention and similar limits. From and after the Closing Date, the Companies shall be solely responsible for all insurance coverage and related risk of loss based on claims pending as of the Property Closing Date and claims made after the Closing Date, without regard to when the event giving rise to any such claim occurred, with respect to the Companies and their business, assets and current or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or former employees. Notwithstanding the Property is rendered untenantableimmediately preceding sentence, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have and Buyer agree that all claims with respect to insured events relating to the option (Business occurring prior to the Closing will be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey administered in all material respects in accordance with the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all terms of the other terms and conditions of this Agreement without reduction Insurance Coverage. Seller will use its reasonable best efforts to provide Buyer with the benefit of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action Insurance Coverage with respect to such condemnation or taking of or damage claims to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made extent Losses occurring prior to the Closing Date related to the Business are covered notwithstanding the consummation of the Contemplated Transactions; provided that (a) such recovery will be net of any deductibles or self-insured retention amounts, costs of any retroactive insurance premiums or other amounts paid or expenses incurred in connection with any insured claims made after the Closing under such insurance policies or by such condemning authorities, or the Insurance Coverage and (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded have no obligation to HEDRA Buyer or any Company hereunder to prioritize Company claims over other claims of Seller or any of its Affiliates. In the event of any failure by any insurer to satisfy any claim, Seller and thereafter neither its Affiliates shall have no liability or obligation to Buyer pursuant to this Section 8.5; provided, that the foregoing shall not preclude any liability of Seller for any breach by Seller of this Section 8.5. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information relating to the Companies in order to make filings with insurance carriers or regulators from another party hereto, such other party shall have any further obligations or liabilities promptly supply such information. Notwithstanding anything to the other. If the right contrary in this Section 8.5, nothing in this Section 8.5 shall require Seller or any of its Affiliates to terminate this Agreement is not exercised within such thirty expend money (30other than customary legal advisor costs), commence or participate in any Proceeding or offer or grant any accommodation or concession (financial or otherwise) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldany third party.

Insurance; Risk of Loss. Seller assumes all risk of destruction, losswill, or damage will cause the Companies and the Subsidiaries to, keep insurance policies currently maintained by Seller or the Companies or the Subsidiaries (with respect to the Property prior to Business), or suitable replacements therefor, in full force and effect through the Closing Date. If, prior to close of business on the Closing Date, and Buyer shall become solely responsible for all insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the Companies, the Transferring Subsidiaries and their respective businesses, assets and current or former employees. All proceeds of insurance payable (in excess of any deductible, retention or self-insurance amount) in respect of any event that occurs on or before the Cut-Off Date, to the extent that the proceeds are for damaged properties or assets of any Company or any portion of Subsidiary (with respect to the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Business) and would otherwise be payable to Seller or otherwise)its Affiliates, HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either received by Seller and (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of extent the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property properties or access theretoassets of any Company or any Subsidiary to which the proceeds pertain has not been repaired or restored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has been repaired or restored or paid for by giving notice of such termination to Seller, whereupon this Agreement shall be terminatedretained by Seller on or prior to the Closing, any amount previously paid by HEDRA to or, if no proceeds have been received before the Closing, Seller shall be refunded entitled to HEDRA and thereafter all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 7.5, neither party shall have the occurrence of any further obligations casualty damage nor the payment, receipt or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right collection of insurance proceeds shall be deemed included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to have been waived. Seller shall not designate counselmake filing with insurance carriers or self insurance regulators from another party hereto, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldother party will promptly supply such information.

Insurance; Risk of Loss. At all times until the Closing has been consummated, Seller assumes shall maintain in full force and effect casualty and liability insurance on or with respect to the Property, it being understood and agreed that all risk of destructionloss with respect to the Property shall remain with Seller through Closing. If at any time prior to the Closing Date any portion of the Property is destroyed or damaged as a result of fire or any other casualty and if such casualty is a covered risk under any such casualty insurance and any such carrier certifies that such casualty is a covered risk and certifies that the carrier will pay a claim for such casualty, loss(“Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Purchaser. If the Property is the subject of a Casualty, Purchaser shall have the right, at its sole option, of terminating this Contract (by written notice to Seller given within ten (10) business days after receipt of the Casualty Notice from Seller) unless the cost to fully repair or restore such damage is less than One Hundred Thousand Dollars ($100,000.00). If a Casualty Notice is given to Purchaser less than ten (10) business days prior to Closing, at Purchaser’s option, Closing shall be postponed to a date not earlier than ten (10) business days after Purchaser’s receipt of the Casualty Notice. If Purchaser terminates this Contract pursuant to this Section 16, the Deposit shall be returned to Purchaser by Escrow Holder. If Purchaser does not terminate this Contract, the proceeds of any insurance with respect to the Property paid between the date of this Contract and the Closing Date shall be paid to Purchaser at the time of Closing and all unpaid claims and rights in connection with losses to the Property shall be assigned to Purchaser at Closing without in any manner affecting the Purchase Price. If the Property is the subject of a Casualty, but Purchaser does not have the right to terminate this Contract pursuant to the provisions of this Section 16, then Seller shall cause all temporary repairs to be made to the Property as shall be required to prevent further deterioration and damage to the Property prior to the Closing Date. IfSeller shall have the right to be reimbursed from the proceeds of any insurance with respect to the Property paid between the date of this Contract and the Closing Date for the cost of all such repairs made pursuant to this Paragraph. Except for the obligation of Seller to repair the Property set forth in this Paragraph, Seller shall have no other obligation to repair any Casualty, damage or destruction in the event Purchaser does not elect to terminate this Contract pursuant to the provisions of this Paragraph and in such event, Purchaser shall accept the Property at Closing as damaged or destroyed by the Casualty and Purchaser shall have the right to enter the Property prior to Closing for the purpose of performing such repairs thereto as are reasonably necessary to protect the Property against further damage prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheld.

Insurance; Risk of Loss. Seller assumes (a) Dynegy and Sellers shall keep, or cause to be kept, all insurance policies that provide coverage for the Business, or any of the Purchased Assets or Purchased Subsidiaries, as the case may be, in full force and effect through the Closing, or provide for the renewal of all such policies that are expiring by their own terms prior to such date. In the event of a property loss in respect of any asset of the Business, the Purchased Assets or Purchased Subsidiaries prior to the Closing, Sellers and Dynegy agree to cede recovered insurance proceeds (net of deductible/annual aggregate retention) in respect of such asset to Purchaser post-Closing for the repair of such asset. As of the Closing, Dynegy and Sellers shall cause the termination of all insurance coverage for the Business, the Purchased Assets or the Purchased Subsidiaries and their respective businesses, assets, and current or former employees, and Purchaser shall become solely responsible for all insurance coverage and related risk of destruction, loss, or damage loss based on events occurring after the Closing with respect to the Property Business, the Purchased Assets (including the Purchased Subsidiaries and their respective businesses, assets, and current and former employees); provided, however, that (i) no such termination by Dynegy or any Seller of any "occurrence" coverage in force as of the Closing shall be effected so as to prevent Purchaser or any Purchased Subsidiary from recovering under such coverage for losses from events occurring prior to the Closing; and (ii) no such termination of any "claims-made" coverage in force as of the Closing shall be effected so as to prevent Purchaser or any Purchased Subsidiary from recovering under such coverage for losses from events that occurred prior to the Closing Dateto the extent the applicable insurance company or third party claims administrator shall have received written notice of claims or written notice of circumstances that are reasonably likely to give rise to a claim that occurred relating to such events on or before or within 60 days after the Closing; provided, further, however, that in no event at or after the Closing shall Purchaser or any Purchased Subsidiary have the right to recover under any such coverage to the extent Dynegy or one of its Affiliates (other than any Purchased Subsidiaries) has assumed or retained responsibility for any such losses which are covered by such policy, in which case such recovery rights shall be provided to the Person which has assumed or retained such responsibility. IfDynegy and Sellers shall use commercially reasonable efforts to report to the applicable insurance company or third party claims administrator, on a timely basis before the Closing, any claims of which the primary person who processes such claims of the Business in the ordinary course has knowledge (or circumstances that are reasonably likely to give rise to a claim) relating to events occurring before the Closing. For all insurance and/or self-insurance claims of the Business, the Purchased Assets or the Purchased Subsidiaries filed prior to the Closing DateClosing, all or any portion and for those claims of the Property or access thereto is condemnedBusiness, taken by eminent domain, or damaged by cause of any nature, the Purchased Assets or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have Purchased Subsidiaries identified as set forth in the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to foregoing clauses (i) convey the Property at Closing and (as defined in Section 6) to HEDRA in its damaged conditionii), upon and subject to all the consummation of the other terms Closing, Purchaser shall be responsible for any and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and costs related to any such claim, including deductibles, self-insured retentions, claims Seller may have to insurance proceedsadjusting expenses, condemnation awards and/or loss conversion factor expenses, retro-active premium adjustments, collateral requirements and associated costs, uninsured losses, legal fees, indemnity benefits and any causes other costs that become due and payable in connection with any such claims. Purchaser shall reimburse Dynegy for these costs by wire transfer of action with respect to such condemnation or taking funds within twenty days of or damage to the Property or access theretoreceipt of an invoice from Dynegy therefor, and (iii) pay to HEDRA at Closing accompanied by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldreasonable supporting detail.

Insurance; Risk of Loss. Seller assumes all risk of destruction, loss, or damage to the Property prior to the Closing Date, except to the extent the same is caused by EDA, its employees, agents, or contractors. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA EDA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA EDA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA EDA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA EDA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA EDA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other, except for such obligations as survive termination of this Agreement. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXXEDA’s prior written consent, which consent shall not be unreasonably withheld.

Insurance; Risk of Loss. Seller LESSEE will, at its own expense, keep all Equipment fully insured, with carriers and in such amounts (but not less than the original cost of the Equipment) and with such deductibles as are acceptable to LESSOR and ASSIGNEE, said insurance to include, but not be limited, coverage against the hazards of fire, sprinkler and water damage, those hazards normally covered by "extended coverage insurance" as that term is commonly used in the commercial insurance industry, and any additional coverage specified by the LESSOR or ASSIGNEE. LESSEE shall furnish and deliver to LESSOR and ASSIGNEE within fifteen (15) days after delivery of Equipment certified copies of such insurance policies and each renewal thereof, or certificates of insurance evidencing the same and evidence to LESSOR and ASSIGNEE that all premiums have been fully paid. All policies will provide that the issuer will give LESSOR and ASSIGNEE at least thirty (30) days written notice before any such policy or policies of insurance may be altered or cancelled and that no act or omission of LESSEE or any of its officers, agents, employees or representatives shall affect the right of the LESSOR or ASSIGNEE to recover the full amount of any loss or damage under such policy or policies. All insurance policies obtained by LESSEE hereto shall contain loss payable clauses providing that any compensation for losses suffered thereunder shall first be paid to the ASSIGNEE and then to LESSEE as their respective interests may appear. In the event of any such losses, LESSEE hereby directs the insurance carrier to pay any compensation to the ASSIGNEE solely in its name, and not to ASSIGNEE and LESSEE jointly; and in the event any such compensation is tendered in any instrument, draft or check made payable to LESSEE and ASSIGNEE jointly, ASSIGNEE is hereby authorized and permitted by LESSEE to deal with said instrument, draft or check in any way necessary to negotiate it or reduce it to cash, including, without limitation, the endorsement of LESSEE's name on said check, draft or instrument. In the event LESSEE fails to obtain insurance as required herein, fails to keep the same in force, or fails to adequately insure the Equipment, the LESSOR or ASSIGNEE may obtain whatever insurance it deems necessary, and pay the premiums on said insurance for the account of LESSEE. Any such amounts advanced by LESSOR or ASSIGNEE pursuant hereto shall be deemed to be a part of the obligations of LESSEE to the LESSOR or ASSIGNEE, and shall bear interest from the date advanced until fully repaid to LESSOR or ASSIGNEE, at the Default Rate. LESSEE hereby fully assumes all and shall bear the entire risk of loss or damage to the Equipment from any and every cause whatsoever, including, without limitation, fire, theft, damage, destruction, confiscation and condemnation. In the event of any loss, destruction, confiscation, condemnation, theft of, or damage to, any of the Equipment, LESSEE will immediately notify LESSOR in writing. The loss, destruction, confiscation, condemnation, or theft of, or damage to (or replacement by LESSEE of) any of the Property prior Equipment shall not relieve the LESSEE from its obligation to pay the full rental payable hereunder, which LESSEE shall continue to pay in accordance with the schedule established under this lease. If any item of the Equipment is partially damaged, LESSEE shall at its own cost pay the cost of repairing the damage, and, any sums collected from insurance on account of such damage shall be applied to the Closing Date. Ifcost thereof, prior to the Closing Datehowever, all or any portion on default of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of LESSEE in repairing such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction occurrence thereof, the sums collected therefor shall be applied to the last maturing Monthly Rental Payments payable hereunder or to the repair of the Purchase PriceEquipment, (ii) assign at LESSOR's option. /s/ EL If any item of the Equipment is lost, damaged beyond repair, destroyed, stolen, confiscated or condemned, LESSEE shall, at its own cost, replace the item of Equipment with an identical new unit of Equipment, and shall cause title thereto to HEDRA at Closing vest in LESSOR free and clear of all liens, claims and encumbrances whatsoever, except those of Seller’s rightthe ASSIGNEE. Any sums collected from insurance for the total loss of any of the Equipment shall be first credited to the payment of the residual value of the Equipment, title as determined solely by the LESSOR, and interest in then to the unpaid Monthly Rental Payments payable hereunder. LESSEE shall also insure the LESSOR, LESSEE and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action ASSIGNEE with respect to such condemnation or taking of or liability for personal injuries, death, damage to or loss of use of property resulting from the Property ownership, use and operation of the Equipment, with insurers satisfactory to LESSOR in amount of at least One Million ($1,000,000) Dollars combined single limit, or access thereto, such greater amount as LESSOR shall reasonably require. LESSEE shall provide to LESSOR and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under ASSIGNEE evidence of such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA within the time period and thereafter neither party shall have any further obligations or liabilities to in the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldmanner specified above for extended casualty coverage.

Insurance; Risk of Loss. Damage. Seller assumes all risk of destruction, loss, risks and liability for damage to or damage injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage prior to the Closing Date. If, prior to the Closing Date, all from fire or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) other casualty that either (a) the cost to require Seller repair or restore is equal to or greater than $1,000,000 or (ib) convey the Property gives rise to a right of any tenant under a Lease to terminate its Lease which is exercised, or not waived, Purchaser may either at or prior to Closing (as defined c) terminate this Agreement, in Section 6) which event the Xxxxxxx Money shall be refunded to HEDRA in its damaged conditionPurchaser, upon and subject neither party shall have any further right or obligation hereunder (other than with respect to all of obligations hereunder that expressly survive the other terms and conditions termination of this Agreement without reduction of Agreement), or (d) consummate the Purchase PriceClosing, (ii) assign to HEDRA at Closing in which latter event all of Seller’s 's right, title and interest in and to the proceeds of any claims Seller may have to insurance proceedscovering such damage (including Seller's rent insurance, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the extent assignable) plus an amount equal to Seller's deductible under its insurance policy (less any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which shall be payable to Seller) shall be assigned to Purchaser at the Closing. If the Property, or access theretoany part thereof, and (iii) pay to HEDRA at Closing by certified suffers any damage from a fire or official bank check all payments made other casualty prior to the Closing Date that the cost to repair or restore is less than $1,000,000 and does not give rise to any tenant under such insurance policies or by such condemning authorities, or (b) a Lease to terminate this Agreement by giving notice its lease that is exercised or not waived , Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such termination damage plus an amount equal to Seller, whereupon this Agreement 's deductible under its insurance policy (provided that Seller’s insurer acknowledges and agrees to the assignment) and there shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to no reduction in the otherPurchase Price. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheld18.

Insurance; Risk of Loss. At all times until the Closing has been consummated, Seller assumes shall maintain in full force and effect casualty and liability insurance on or with respect to the Property, it being understood and agreed that all risk of destruction, loss, or damage loss with respect to the Property prior to shall remain with Seller through Closing. In the Closing Date. If, event that prior to the Closing Date, all or any portion of the Improvements on the Property or access thereto is condemnedare damaged, taken by eminent domaindestroyed, or damaged rendered unusable by cause of any naturefire, Condemnation, or other cause (“Casualty”), and the Property is rendered untenantablecost to repair such Casualty shall exceed $300,000.00, then the Purchaser may terminate this Contract by notice to the Seller shall immediately give HEDRA within ten (10) days of Purchaser’s receipt of Seller’s notice of such condemnationdamage or proceeding, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have in which case the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller Deposit shall be refunded to HEDRA Purchaser, and thereafter neither party shall have any further obligations obligation or liabilities liability to the otherother by virtue of this Contract, except as otherwise expressly provided herein. If In the right event Purchaser shall not elect to terminate this Agreement Contract or in the event Purchaser fails timely to terminate this Contract pursuant to the foregoing or in the event of any damage or destruction to such improvements the cost of repair for which is not exercised within such thirty less than $300,000.00 (30) day period, such for which no termination right shall apply under this Section), but only if the Casualty is an insured risk under the applicable commercial property insurance policy then carried by Seller, Purchaser shall be deemed entitled to receive at Closing an absolute assignment from Seller of any interest Seller may have been waived. otherwise had in the proceeds of any insurance on the Property (including any rent loss insurance allocable to the period from and after the Closing Date) plus Seller shall not designate counsel, appear in, or otherwise act pay any deductible under said commercial property insurance less any costs incurred by Seller in securing such proceeds and/or adjusting the loss and/or in undertaking any required repairs and Purchaser shall proceed with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldClosing on the Property in its then “as-is” condition with no reduction in the Purchase Price.

Insurance; Risk of Loss. Seller DAMAGE OR DESTRUCTION: Lessee assumes all and shall bear the entire risk of partial or complete loss, damage theft, destruction, condemnation, requisition or taking by eminent domain or other interruption or termination of use of the Equipment from any cause, whether or not through any fault of Lessee, from the date on which the Equipment is shipped until the Equipment is returned to and received by Lessor (the "Possession Period") from the Manufacturer, Supplier, or Lessor, as applicable. If any Equipment is damaged and is capable of being repaired, Lessee shall promptly notify Lessor in writing and within sixty (60) days of such damage shall at its sole expense make any repairs necessary to return the Equipment to its previous condition. Provided Lessee is not in default under this Master Lease or any Schedule and has paid in full for the repairs (which repairs shall be deemed accessions to the Equipment) Lessee shall be entitled to receive any insurance proceeds received by Lessor or any Assignee in connection with such damage. If Lessee has not paid in full for the repairs, any insurance proceeds shall be first applied to pay for such repairs. In the event that any Equipment is taken or condemned by a governmental authority, destroyed, damaged beyond repair, lost, or stolen ("Event of Loss"), Lessee must promptly notify Lessor and Assignee in writing and Lessee shall elect either to (i) pay to Lessor or Assignee, as the case may be, on the next Basic Rental payment date following the Event of Loss, an amount equal to: (a) the estimated full replacement value of the Equipment as of the end of the Initial Term discounted by the Prime Rate as reported by the Wall Street Journal, plus (b) all Basic Rental accrued on such Equipment up to the date of payment, plus (c) all unpaid rent allocated to such item for the balance of the Lease discounted at the Prime Rate as reported by the Wall Street Journal on the Acceptance Date as defined in the Schedule of such item (together (a)(b)(c), "Casualty Value") and upon payment in full, Lessee's obligation to pay rent for the Equipment shall cease; or (ii) continue all rent payments under the applicable Schedule, without interruption, and replace the damaged Equipment with Equipment of equal or superior, model, manufacture and condition ("Replacement Equipment") as soon as practicable after the occurrence of the Event of Loss. Lessee shall cause the Replacement Equipment to be delivered to a location acceptable to Lessor and shall convey title (lien free) to the Replacement Equipment to Lessor where upon the Replacement Equipment shall become subject to all of the terms and conditions of this Master Lease and the applicable Schedule. Provided Lessee is not in default under this Master Lease and any Schedule and has paid in full the Casualty Value or has paid in full for the Replacement Equipment, Lessee shall be entitled to receive any insurance proceeds or other recovery received by Lessor or any Assignee of Lessor in connection with such Event of Loss. If Lessee elects to replace the Equipment, Lessee shall immediately reimburse Lessor in an amount reasonably determined by Lessor to make Lessor whole on an after tax basis for any loss, recapture or damage to the Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause unavailability of any naturetax credit and/or deduction. At all times during the Possession Period, Lessee shall, at its sole expense, carry: (i) all-risk property damage insurance in an amount not less than the Casualty Value for the Equipment and (ii) comprehensive general liability insurance in an amount not less than one million dollars ($1,000,000). Each such policy shall (i) name Lessor and any Assignee as additional insureds and loss payees as their interests may appear; (ii) provide that such policy may not be cancelled or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within altered without thirty (30) days after Seller’s written notice) either (a) prior notice to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon Lessor and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, Assignee; and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to provide that the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice interests of such termination to Seller, whereupon this Agreement Lessor and Assignee shall be terminatedinsured regardless of the breach or violation by Lessee of any warranties, any amount previously paid by HEDRA to Seller declarations or conditions contained in such policies. Lessee shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the otherpromptly provide Lessor with original signed certificates of insurance. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior Upon Lessor's written consent, which consent Lessee may act as a self-insurer and shall not be unreasonably withheldprovide a letter to Lessor so stating.

Insurance; Risk of Loss. (a) Seller assumes all risk of destruction, losswill, or damage will cause the Companies to, (with respect to the Property prior to Business and the Closing Date. IfAssets) keep insurance policies currently maintained by Seller or the Companies covering their respective businesses, prior to assets, liabilities and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date, and Buyer shall become solely responsible for all or any portion insurance coverage and related risk of loss based on events occurring after the Property or access thereto is condemned, taken by eminent domain, or damaged by cause Closing Date with respect to the Business. All proceeds of insurance payable (in excess of any naturedeductible, retention or self-insurance amount) in respect of any event that occurs on or before the Property is rendered untenantableCut-Off Date, Seller shall immediately give HEDRA notice of such condemnation, taking, to the extent that the proceeds are for damaged properties or damage. After receipt of notice of such condemnation, taking or damage (from assets that constitute Assets and would otherwise be payable to Seller or otherwise)its Affiliates, HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either received by Seller and (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of extent the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property Assets to which the proceeds pertain has not been repaired or access theretorestored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement the extent the damage to the Assets to which the proceeds pertain has been repaired or restored or paid for by giving notice of such termination to Seller, whereupon this Agreement shall be terminatedretained by Seller on or prior to the Closing, any amount previously paid by HEDRA to or, if no proceeds have been received before the Closing, Seller shall be refunded entitled to HEDRA and thereafter all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 8.4, neither party shall have the occurrence of any further obligations casualty damage nor the payment, receipt or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right collection of insurance proceeds shall be deemed included or accounted for in any way under the provisions of Section 3.2 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to have been waived. Seller shall not designate counselmake filing with insurance carriers or self insurance regulators from another party hereto, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldother party will promptly supply such information.

Insurance; Risk of Loss. Seller assumes all risk Parent will, and will cause the Business Subsidiaries and the Selling Parties to, keep insurance policies currently maintained in respect of destructionthe Business, lossthe Purchased Assets and current or former employees of the Business, as the case may be, or damage to suitable replacements therefor, in full force and effect through the Property prior to close of business on the Closing Date. If, prior to For any claim that may be asserted against the Business or any Business Subsidiary after the Closing DateDate arising out of events, all incidents, conduct or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards circumstances that occurred and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made existed prior to the Closing Date (such claims, “Post-Closing Claims”): (i) Seller Parent shall ensure that, for a period of eighteen (18) months after the Closing Date, the Business Subsidiaries have access to coverage under the Insurance Policies, in each case subject to the terms and conditions thereof. After the Closing Date, the Business Subsidiaries may seek coverage for any Post-Closing Claim from the applicable insurer under any Insurance Policy, and Seller Parent shall reasonably cooperate with the Business Subsidiaries in connection with the tendering of such insurance policies or claims (including by providing reasonable access to employees and third party claims adjustors); provided, however, that (i) the Business Subsidiaries shall reimburse Seller Parent for all of its out-of-pocket costs and expenses in connection with such condemning authoritiescooperation; and (ii) the Business Subsidiaries shall provide prior written notice to Seller Parent of all such coverage claims to be made. Seller Parent shall not make any material change (whether by release, commute, buy-back, or (botherwise) to terminate this Agreement by giving the coverage available under any Insurance Policy without first providing written notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldapplicable Business Subsidiaries.

Insurance; Risk of Loss. (a) Dynegy and Seller assumes shall keep, or cause to keep, all insurance policies that provide coverage for any IPC Companies, the Business or any IPC Assets, as the case may be, in full force and effect through the Closing, or provide for the renewal of all such policies that are expiring by their own terms prior to such date. In the event of a property loss in respect of any asset of the Business, the IPC Assets or IPC Companies prior to the Closing, Seller and Dynegy agree to cede recovered insurance proceeds (net of deductible) in respect of such asset to Purchaser post-Closing for the repair of such asset. Except for the coverage required under Section 5.5(c), as of the Closing, Dynegy and Seller shall cause the termination of all insurance coverage for the Business, the IPC Assets or the IPC Companies and their respective businesses, assets, and current or former employees, and Purchaser shall become solely responsible for all insurance coverage and related risk of destruction, loss, or damage loss based on events occurring after the Closing with respect to the Property IPC Companies, the Business, the IPC Assets, and their respective businesses, assets, and current and former employees; provided, however, that (i) no such termination by Dynegy or Seller of any “occurrence” coverage in force prior to the Closing Date. If, shall be effected so as to prevent Purchaser or any IPC Company from recovering under such coverage for losses from events or damages occurring prior to the Closing; and (ii) no such termination of any “claims-made” coverage in force prior to the Closing Date, all shall be effected so as to prevent Purchaser or any portion of the Property IPC Company from recovering under such coverage for losses from events or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made damages occurring prior to the Closing Date under such to the extent the applicable insurance policies company or by such condemning authorities, or (b) to terminate this Agreement by giving third party claims administrator shall have received written notice of claims or written notice of circumstances that are reasonably likely to give rise to a claim that occurred relating to such termination events on or before or within 60 days after the Closing. Dynegy and Sellers shall use commercially reasonable efforts to Sellerreport to the applicable insurance company or third party claims administrator, whereupon this Agreement shall be terminatedon a timely basis before the Closing, any amount previously paid by HEDRA claims of which they have Knowledge (or circumstances that are reasonably likely to Seller shall be refunded give rise to HEDRA and thereafter neither party shall have any further obligations or liabilities a claim) relating to events occurring prior to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldClosing.

Insurance; Risk of Loss. (a) Seller assumes all risk of destruction, losswill, or damage will cause the Companies to, (with respect to the Property prior to Business and the Closing Date. IfAssets) keep insurance policies currently maintained by Seller or the Companies covering their respective businesses, prior to assets, liabilities and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date, and Buyer shall become solely responsible for all or any portion insurance coverage and related risk of loss based on events occurring after the Property or access thereto is condemned, taken by eminent domain, or damaged by cause Closing Date with respect to the Business. All proceeds of insurance payable (in excess of any naturedeductible, retention or self-insurance amount) in respect of any event that occurs on or before the Property is rendered untenantableCut-Off Date, Seller shall immediately give HEDRA notice of such condemnation, taking, to the extent that the proceeds are for damaged properties or damage. After receipt of notice of such condemnation, taking or damage (from assets that constitute Assets and would otherwise be payable to Seller or otherwise)its Affiliates, HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either received by Seller and (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of extent the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property Assets to which the proceeds pertain has not been repaired or access theretorestored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement the extent the damage to the Assets to which the proceeds pertain has been repaired or restored or paid for by giving notice of such termination to Seller, whereupon this Agreement shall be terminatedretained by Seller on or prior to the Closing, any amount previously paid by HEDRA to or, if no proceeds have been received before the Closing, Seller shall be refunded entitled to HEDRA and thereafter all claims thereto. Provided that Seller complies with Seller's obligations under this Section 8.4, neither party shall have the occurrence of any further obligations casualty damage nor the payment, receipt or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right collection of insurance proceeds shall be deemed included or accounted for in any way under the provisions of Section 3.2 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to have been waived. Seller shall not designate counselmake filing with insurance carriers or self insurance regulators from another party hereto, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldother party will promptly supply such information.

Insurance; Risk of Loss. At all times until the Closing has been consummated, Seller assumes shall maintain in full force and effect casualty and liability insurance on or with respect to the Property, it being understood and agreed that all risk of destruction, loss, or damage loss with respect to the Property prior to shall remain with Seller through Closing. In the Closing Date. If, event that prior to the Closing Date, all or any portion of the Improvements on the Property or access thereto is condemnedare damaged, taken by eminent domaindestroyed, or damaged rendered unusable by cause of any naturefire, or other cause (“Casualty”), and the Property is rendered untenantablecost to repair such Casualty shall exceed $300,000.00, then the Purchaser may terminate this Contract by notice to the Seller shall immediately give HEDRA within ten (10) days of Purchaser’s receipt of Seller’s notice of such condemnationdamage or proceeding, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have in which case the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller Deposit shall be refunded to HEDRA Purchaser, and thereafter neither party shall have any further obligations obligation or liabilities liability to the otherother by virtue of this Contract, except as otherwise expressly provided herein. If In the right event Purchaser shall not elect to terminate this Agreement Contract or in the event Purchaser fails timely to terminate this Contract pursuant to the foregoing or in the event of any damage or destruction to such improvements the cost of repair for which is not exercised within such thirty less than $300,000.00 (30) day period, such for which no termination right shall apply under this Section), but only if the Casualty is an insured risk under the applicable commercial property insurance policy then carried by Seller, Purchaser shall be deemed entitled to receive at Closing an absolute assignment from Seller of any interest Seller may have been waived. otherwise had in the proceeds of any insurance on the Property (including any rent loss insurance allocable to the period from and after the Closing Date) plus Seller shall not designate counsel, appear in, or otherwise act pay any deductible under said commercial property insurance less any costs incurred by Seller in securing such proceeds and/or adjusting the loss and/or in undertaking any required repairs and Purchaser shall proceed with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldClosing on the Property in its then “as-is” condition with no reduction in the Purchase Price.

Insurance; Risk of Loss. (a) Seller assumes shall keep, or cause to be kept, all insurance policies set forth on Schedule 3.17, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. From the date hereof until the Closing Date, Seller shall cooperate with Purchaser to seek to keep all insurance policies set forth in Schedule 3.17 in full force and effect for a period of 60 days following the Closing Date, or to obtain suitable replacements therefor, at Purchaser’s cost (including premium and reinstatement costs and assumption of retentions and deductibles), provided that such coverage can be obtained without any direct or indirect cost (Tax-related or otherwise), liability (contingent or otherwise) or exposure to Seller. Promptly following the date hereof, Seller shall designate an individual to use his or her best efforts to obtain and deliver to Purchaser copies of each of the insurance policies set forth in Schedule 3.17 at the earliest time practicable but in any event within fifteen (15) Business Days after the date hereof. Except as provided in the preceding sentence, effective as of the Closing Date, Seller will terminate or cause its Affiliates (other than the Company, the Subsidiaries and the Joint Ventures) to terminate all coverage relating to the Company, the Subsidiaries and the Joint Ventures and their respective businesses, assets and Employees under the general corporate policies of insurance, cancelable surety bonds and hold harmless agreements of Seller for the benefit of the Company, any Subsidiary or any Joint Venture; provided, however, that (i) no such termination of any occurrence policy in force as of the Closing Date shall be effected so as to prevent the Company from recovering under such policies for losses from events occurring prior to the Closing Date to the extent a member of Seller’s risk management department shall have received written notice of claims relating to such events on or before the ninetieth (90th) day following the Closing Date, it being understood that the Company shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims; (ii) no such termination of any claims made policy in force as of the Closing Date shall be effected so as to prevent the Company from recovering under such policies for losses from events occurring prior to the Closing Date to the extent a member of Seller’s risk management department shall have received written notice of claims relating to such events before the Closing Date; and (iii) Purchaser shall become solely responsible for all insurance coverage and related risk of destruction, loss, or damage loss with respect to the Property Company, the Subsidiaries and the Joint Ventures and their respective businesses and assets and Employees based on (x) events occurring on or after the Closing Date and (y) events occurring prior to the Closing Date for which notice has not been received as described by the date set forth in the foregoing clauses (i) and (ii). Seller shall notify each applicable insurance company for any claims made prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheld.

Insurance; Risk of Loss. Seller assumes all risk of destruction, lossThe Sellers shall keep, or damage cause to be kept, all current insurance policies including self insurance programs relating to the Property Business and the Acquired Companies and the Subsidiaries (including those set forth in Section 4.21 of the Disclosure Letter), or replacements therefor, in full force and effect through the close of business on the Closing Date. As of the close of business on the Closing Date, the Sellers shall terminate or cause their Affiliates to terminate all coverage, including without limitation, self-insurance programs, relating to the Business and the Acquired Companies and the Subsidiaries and their respective businesses, assets, and employees under the general corporate policies of insurance of the Sellers or its Affiliates for the benefit of all their controlled Affiliates, including the Acquired Companies and the Subsidiaries; provided, however, that (i) no such termination of any occurrence based policy in force as of the Closing Date shall be effected so as to prevent the Acquired Companies and the Subsidiaries from asserting a claim under such policies, subject to all policy deductibles, self insured retention policy limits and all other terms and conditions thereof, for losses from events occurring prior to the Closing Date to the extent that Revlon's Risk Management department shall have received written notice related to such events; (ii) no such termination of any "claims made" policy in force as of the Closing Date shall be effected so as to prevent the Acquired Companies and the Subsidiaries from asserting a claim under such policies, to the extent that such claim was filed with the applicable insurer prior to the Closing Date, subject to all policy limits and all other terms and conditions thereof, for losses from events occurring prior to the Closing Date to the extent Revlon's Risk Management department shall have received written notice related to such events. The Sellers and Buyer shall jointly notify each applicable insurance company for any claims made prior to the Closing Date. IfIn order to remove or release Sellers from standby irrevocable letter of credit obligations maintained by the Sellers for the Business as a result of applicable law requirements, prior Buyer shall at its expense establish and maintain standby irrevocable letters of credit in respect to the Business and the Affected Employees from and after the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheld.

Insurance; Risk of Loss. Seller assumes all risk of destruction, loss, or damage to the Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA EDA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA EDA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA EDA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA EDA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA EDA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller the Xxxxxxx Money shall be refunded to HEDRA EDA and thereafter neither party shall have any further obligations or liabilities to the other, except for such obligations as survive termination of this Agreement. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXXEDA’s prior written consent, which consent shall not be unreasonably withheld.