Common use of Material Casualty or Condemnation Clause in Contracts

Material Casualty or Condemnation. Notwithstanding the foregoing provisions of Section 8.2 above, if a Casualty or Condemnation occurs with respect to the Property, to the extent that the cost of repair or restoration to substantially the same condition existing prior to such Casualty (or, in the case of a Condemnation, the value of the Property or portion thereof so condemned) would exceed an amount equal to three percent (3%) of the Purchase Price for the Property as reasonably determined by Seller, or such Condemnation permanently adversely affects access to, or parking at, the Property and results in the Property being “non-conforming” (and not “legally non-conforming”) for zoning purposes, then Seller shall give Buyer prompt notice thereof and the Buyer may, at Buyer’s option to be exercised by delivery of written notice to Seller and Escrow Holder within fifteen (15) Business Days of Seller’s notice to the Buyer of the occurrence 12411789.7 34 of such Casualty or Condemnation and Seller’s estimate of repair costs or valuation, elect to terminate this Agreement, in which event the Deposit shall promptly be returned to Buyer. If necessary, the Closing Date shall be postponed until Seller has given the written notice provided for above and the fifteen (15) Business Day response period for Buyer has expired. If Buyer does not timely elect in writing to terminate this Agreement as provided in this Section 8.3, Buyer shall be conclusively deemed to have waived any right to terminate this Agreement by reason of any such Casualty or Condemnation, Buyer shall proceed with the purchase of the Property and at Closing Buyer shall be entitled to: (1) in the event of a Casualty, Buyer shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (to the extent that such payments have not been expended in connection with the repair of any such casualty and less any actual out of pocket costs incurred by Seller to collect such insurance proceeds; such amount not to exceed the amounts determined by Seller to be reasonably necessary to (i) comply with Seller’s obligations under the Leases, applicable law, and any applicable documents or instruments of record, (ii) comply with Seller’s obligations under the terms of the existing financing, and (iii) protect the Property from further damage or the residents, community, neighbors and the Property from harm unless otherwise agreed to by Buyer, in its reasonable discretion), (x) an assignment of Seller’s rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (y) an assignment of Seller’s rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policies, but there shall be no other credit against or reduction in the Purchase Price attributable to such casualty; or (2) in the event of a Condemnation, the condemnation award (or, if not theretofore received, the right to receive such award) payable on account of the taking shall be transferred to Buyer.

Material Casualty or Condemnation. Notwithstanding the foregoing provisions of Section 8.2 8.1 above, if the Property or any portion thereof is damaged or destroyed by a Casualty casualty or Condemnation occurs with respect is condemned and (i) gives rise to the Propertya right of termination or rent abatement under any Lease, or (ii) to the extent that the cost of repair or restoration to substantially the same condition existing prior to such Casualty casualty (or, in the case of a Condemnationcondemnation, the value of the Property or portion thereof so condemned) would exceed an amount equal to three percent One Hundred Thousand No/100ths Dollars (3%) of the Purchase Price for the Property as reasonably determined by Seller, or such Condemnation permanently adversely affects access to, or parking at, the Property and results in the Property being “non-conforming” (and not “legally non-conforming”) for zoning purposes$100,000.00), then Seller LGI De shall give Buyer NetREIT prompt notice thereof and the Buyer NetREIT may, at Buyer’s NetREIT's option to be exercised by delivery of written notice to Seller and Escrow Holder LGI De within fifteen five (155) Business Days of Seller’s LGI De's notice to the Buyer NetREIT of the occurrence 12411789.7 34 of such Casualty casualty or Condemnation and Seller’s estimate of repair costs or valuationcondemnation, elect not to terminate convey the Property under this Agreement. If NetREIT so duly elects not to convey the Property, in which event this Agreement shall terminate, the Deposit (to the extent then made) shall promptly be returned to BuyerNetREIT (less one-half (1/2) of any escrow and title cancellation fees and charges, which the Partnership hereby agrees to pay), and neither NetREIT nor LGI De shall have any further rights or obligations under this Agreement except for NetREIT's Surviving Obligations. Any dispute as to the costs of such repair or restoration or value of a condemned portion of the Property shall be referred, within five (5) Business Days after written notice to a Party by the other Party, to a licensed architect jointly selected by NetREIT and LGI De for resolution. The determination of such architect, which shall be made within a period of ten (10) days after such submittal by the Parties, shall be final, conclusive and binding on the Parties. If necessarythe Parties shall fail to agree upon the identity of such architect within three (3) Business Days after either Party has notified the other of such Party's choice of architect, the Closing Date then either Party may at any time thereafter apply to a court of competent jurisdiction to appoint immediately such architect. The fees and expenses of such architect shall be postponed until Seller has given the written notice provided for above paid equally by NetREIT and LGI De, and the fifteen (15) Business Day response period for Buyer has expiredParties shall cooperate with such architect by providing such information as such architect may reasonably require to resolve the dispute. If Buyer NetREIT does not timely elect elect, in writing writing, not to terminate this Agreement convey the Property as provided in this Section 8.38, Buyer NetREIT shall be conclusively deemed to have waived any right to terminate this Agreement by reason of any such Casualty casualty or Condemnation, Buyer condemnation and NetREIT shall proceed with the purchase conveyance of the Property to the Partnership and at Closing Buyer the Partnership shall be entitled to: (1) in the event of a Casualty, Buyer shall receive (w) to a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (to the extent that such payments have not been expended in connection with the repair of any such casualty and less any actual out of pocket costs incurred by Seller to collect such insurance proceeds; such amount not to exceed the amounts determined by Seller to be reasonably necessary to (i) comply with Seller’s obligations under the Leases, applicable law, and any applicable documents or instruments of record, (ii) comply with Seller’s obligations under the terms of the existing financing, and (iii) protect the Property from further damage or the residents, community, neighbors and the Property from harm unless otherwise agreed to by Buyer, in its reasonable discretion), (x) an assignment of Seller’s rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (y) an assignment of Seller’s rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of any insurance proceeds or condemnation awards actually collected by LGI De prior to the deductibles with respect Closing as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums expended by LGI De prior to all the Closing for the restoration or repair of the Property and/or in collecting such insurance policiesproceeds or condemnation awards. If the insurance proceeds or condemnation awards have not been collected as of the Closing, but there then such proceeds or awards shall be no other credit against assigned to the Partnership at Closing, except to the extent needed to reimburse LGI De for sums LGI De expended prior to the Closing for the restoration or reduction in the Purchase Price attributable to such casualty; or (2) in the event of a Condemnation, the condemnation award (or, if not theretofore received, the right to receive such award) payable on account repair of the taking shall be transferred to BuyerProperty.

Material Casualty or Condemnation. Notwithstanding the foregoing provisions of Section 8.2 8.1 above, if the Property or any portion thereof is damaged or destroyed by a Casualty casualty or Condemnation occurs with respect is condemned and (i) gives rise to the Propertya right of termination or rent abatement under any Lease, or (ii) to the extent that the cost of repair or restoration to substantially the same condition existing prior to such Casualty casualty (or, in the case of a Condemnationcondemnation, the value of the Property or portion thereof so condemned) would exceed an amount equal to three percent One Hundred Thousand No/100ths Dollars (3%) of the Purchase Price for the Property as reasonably determined by Seller, or such Condemnation permanently adversely affects access to, or parking at, the Property and results in the Property being “non-conforming” (and not “legally non-conforming”) for zoning purposes$100,000.00), then Seller LGI De shall give Buyer NetREIT prompt notice thereof and the Buyer NetREIT may, at Buyer’s NetREIT's option to be exercised by delivery of written notice to Seller and Escrow Holder LGI De within fifteen five (155) Business Days of Seller’s LGI De's notice to the Buyer NetREIT of the occurrence 12411789.7 34 of such Casualty casualty or Condemnation and Seller’s estimate of repair costs or valuationcondemnation, elect not to terminate convey the Property under this Agreement. If NetREIT so duly elects not to convey the Property, in which event this Agreement shall terminate, the Deposit (to the extent then made) shall promptly be returned to BuyerNetREIT (less one-half (1/2) of any escrow and title cancellation fees and charges, which the Partnership hereby agrees to pay), and neither NetREIT nor LGI De shall have any further rights or obligations under this Agreement except for NetREIT's Surviving Obligations. Any dispute as to the costs of such repair or restoration or value of a condemned portion of the Property shall be referred, within five (5) Business Days after written notice to a Party by the other Party, to a licensed architect jointly selected by NetREIT and LGI De for resolution. The determination of such architect, which shall be made within a period of ten (10) days after such submittal by the Parties, shall be final, conclusive and binding on the Parties. If necessarythe Parties shall fail to agree upon the identity of such architect within three (3) Business Days after either Party has notified the other of such Party's choice of architect, the Closing Date then either Party may at any time thereafter apply to a court of competent jurisdiction to appoint immediately such architect. The fees and expenses of such architect shall be postponed until Seller has given the written notice provided for above paid equally by NetREIT and LGI De, and the fifteen (15) Business Day response period for Buyer has expiredParties shall cooperate with such architect by providing such information as such architect may reasonably require to resolve the dispute. If Buyer NetREIT does not timely elect elect, in writing writing, not to terminate this Agreement convey the Property as provided in this Section 8.3Xxxxxxx 0, Buyer shall be XxxXXXX xxxxx xx conclusively deemed to have waived any right to terminate this Agreement by reason of any such Casualty casualty or Condemnation, Buyer condemnation and NetREIT shall proceed with the purchase conveyance of the Property to the Partnership and at Closing Buyer the Partnership shall be entitled to: (1) in the event of a Casualty, Buyer shall receive (w) to a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (to the extent that such payments have not been expended in connection with the repair of any such casualty and less any actual out of pocket costs incurred by Seller to collect such insurance proceeds; such amount not to exceed the amounts determined by Seller to be reasonably necessary to (i) comply with Seller’s obligations under the Leases, applicable law, and any applicable documents or instruments of record, (ii) comply with Seller’s obligations under the terms of the existing financing, and (iii) protect the Property from further damage or the residents, community, neighbors and the Property from harm unless otherwise agreed to by Buyer, in its reasonable discretion), (x) an assignment of Seller’s rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (y) an assignment of Seller’s rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of any insurance proceeds or condemnation awards actually collected by LGI De prior to the deductibles with respect Closing as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums expended by LGI De prior to all the Closing for the restoration or repair of the Property and/or in collecting such insurance policiesproceeds or condemnation awards. If the insurance proceeds or condemnation awards have not been collected as of the Closing, but there then such proceeds or awards shall be no other credit against assigned to the Partnership at Closing, except to the extent needed to reimburse LGI De for sums LGI De expended prior to the Closing for the restoration or reduction in the Purchase Price attributable to such casualty; or (2) in the event of a Condemnation, the condemnation award (or, if not theretofore received, the right to receive such award) payable on account repair of the taking shall be transferred to BuyerProperty. 9.

Material Casualty or Condemnation. Notwithstanding the foregoing provisions of Section 8.2 8.1 above, if the Property or any portion thereof is damaged or destroyed by a Casualty casualty or Condemnation occurs with respect is condemned and (i) gives rise to the Propertya right of termination or rent abatement under any Lease, or (ii) to the extent that the cost of repair or restoration to substantially the same condition existing prior to such Casualty casualty (or, in the case of a Condemnationcondemnation, the value of the Property or portion thereof so condemned) would exceed an amount equal to three percent One Hundred Thousand No/100ths Dollars (3%) of the Purchase Price for the Property as reasonably determined by Seller, or such Condemnation permanently adversely affects access to, or parking at, the Property and results in the Property being “non-conforming” (and not “legally non-conforming”) for zoning purposes$100,000.00), then Seller shall give Buyer prompt notice thereof and the Buyer may, at Buyer’s 's option to be exercised by delivery of written notice to Seller and Escrow Holder within fifteen five (155) Business Days of Seller’s 's notice to the Buyer of the occurrence 12411789.7 34 of such Casualty casualty or Condemnation and Seller’s estimate of repair costs or valuationcondemnation, elect not to terminate purchase the Property under this Agreement. If Buyer so duly elects not to purchase the Property, in which event this Agreement shall terminate, the Deposit (to the extent then made) shall promptly be returned to Buyer (less one-half (1/2) of any escrow and title cancellation fees and charges, which Buyer hereby agrees to pay), and neither Buyer nor Seller shall have any further rights or obligations under this Agreement except for Buyer's Surviving Obligations. Any dispute as to the costs of such repair or restoration or value of a condemned portion of the Property shall be referred, within five (5) Business Days after written notice to a party by the other party, to a licensed architect jointly selected by Buyer and Seller for resolution. The determination of such architect, which shall be made within a period of ten (10) days after such submittal by the parties, shall be final, conclusive and binding on the parties. If necessarythe parties shall fail to agree upon the identity of such architect within three (3) Business Days after either party has notified the other of such party's choice of architect, the Closing Date then either party may at any time thereafter apply to a court of competent jurisdiction to appoint immediately such architect. The fees and expenses of such architect shall be postponed until Seller has given the written notice provided for above paid equally by Buyer and Seller, and the fifteen (15) Business Day response period for Buyer has expiredparties shall cooperate with such architect by providing such information as such architect may reasonably require to resolve the dispute. If Buyer does not timely elect elect, in writing writing, not to terminate this Agreement purchase the Property as provided in this Section 8.38, Buyer shall be conclusively deemed to have waived any right to terminate this Agreement by reason of any such Casualty casualty or Condemnation, condemnation and Buyer shall proceed with the purchase of the Property and at Closing Buyer shall be entitled to: (1) in the event of a Casualty, Buyer shall receive (w) to a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (to the extent that such payments have not been expended in connection with the repair of any such casualty and less any actual out of pocket costs incurred by Seller to collect such insurance proceeds; such amount not to exceed the amounts determined by Seller to be reasonably necessary to (i) comply with Seller’s obligations under the Leases, applicable law, and any applicable documents or instruments of record, (ii) comply with Seller’s obligations under the terms of the existing financing, and (iii) protect the Property from further damage or the residents, community, neighbors and the Property from harm unless otherwise agreed to by Buyer, in its reasonable discretion), (x) an assignment of Seller’s rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (y) an assignment of Seller’s rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of any insurance proceeds or condemnation awards actually collected by Seller prior to the deductibles with respect Closing as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums expended by Seller prior to all the Closing for the restoration or repair of the Property and/or in collecting such insurance policiesproceeds or condemnation awards. If the insurance proceeds or condemnation awards have not been collected as of the Closing, but there then such proceeds or awards shall be no other credit against assigned to Buyer at Closing, except to the extent needed to reimburse Seller for sums Seller expended prior to the Closing for the restoration or reduction in the Purchase Price attributable to such casualty; or (2) in the event of a Condemnation, the condemnation award (or, if not theretofore received, the right to receive such award) payable on account repair of the taking shall be transferred to BuyerProperty.

Material Casualty or Condemnation. Notwithstanding the foregoing provisions of Section 8.2 above, if a Casualty or Condemnation occurs with respect to the Property, to the extent that the cost of repair or restoration to substantially the same condition existing prior to such Casualty (or, in the case of a Condemnation, the value of the Property or portion thereof so condemned) would exceed an amount equal to three percent (3%) of the Purchase Price for the Property as reasonably determined by Seller, or such Condemnation permanently adversely affects access to, or parking at, the Property and results in the Property being “non-conforming” (and not “legally non-conforming”) for zoning purposes, then Seller shall give Buyer prompt notice thereof and the Buyer may, at Buyer’s 's option to be exercised by delivery of written notice to Seller and Escrow Holder within fifteen (15) Business Days of Seller’s 's notice to the Buyer of the occurrence 12411789.7 34 of such Casualty or Condemnation and Seller’s estimate of repair costs or valuation, elect to terminate this Agreement, in which event the Deposit shall promptly be returned to Buyer. If necessary, the Closing Date shall be postponed until Seller has given the written notice provided for above and the fifteen (15) Business Day response period for Buyer has expired. If Buyer does not timely elect in writing to terminate this Agreement as provided in this Section 8.3, Buyer shall be conclusively deemed to have waived any right to terminate this Agreement by reason of any such Casualty or Condemnation, Buyer shall proceed with the purchase of the Property and at Closing Buyer shall be entitled to: (1) in the event of a Casualty, Buyer shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (to the extent that such payments have not been expended in connection with the repair of any such casualty and less any actual out of pocket costs incurred by Seller to collect such insurance proceeds; such amount not to exceed the amounts determined by Seller to be reasonably necessary to (i) comply with Seller’s obligations under the Leases, applicable law, and any applicable documents or instruments of record, (ii) comply with Seller’s obligations under the terms of the existing financing, and (iii) protect the Property from further damage or the residents, community, neighbors and the Property from harm unless otherwise agreed to by Buyer, in its reasonable discretion), (x) an assignment of Seller’s 's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (y) an assignment of Seller’s 's rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policies, but there shall be no other credit against or reduction in the Purchase Price attributable to such casualty; or (2) in the event of a Condemnation, the condemnation award (or, if not theretofore received, the right to receive such award) payable on account of the taking shall be transferred to Buyer.. Any delay of the Closing under the Parallel Agreement pursuant to Section 8.3 thereof shall automatically delay the Closing under this

Material Casualty or Condemnation. Notwithstanding the foregoing provisions of Section 8.2 above, if a Casualty or Condemnation occurs with respect to the Property, to the extent that the cost of repair or restoration to substantially the same condition existing prior to such Casualty (or, in the case of a Condemnation, the value of the Property or portion thereof so condemned) would exceed an amount equal to three percent (3%) of the Purchase Price Price] for the Property as reasonably determined by Seller, or such Condemnation permanently adversely affects access to, or parking at, the Property and results in the Property being “non-conforming” (and not “legally non-conforming”) for zoning purposes, then Seller shall give Buyer prompt notice thereof and the Buyer may, at Buyer’s 's option to be exercised by delivery of written notice to Seller and Escrow Holder within fifteen (15) Business Days of Seller’s 's notice to the Buyer of the occurrence 12411789.7 34 of such Casualty or Condemnation and Seller’s estimate of repair costs or valuation, elect to terminate this Agreement, in which event the Deposit shall promptly be returned to Buyer. If necessary, the Closing Date shall be postponed until Seller has given the written notice provided for above and the fifteen (15) Business Day response period for Buyer has expired. If Buyer does not timely elect in writing to terminate this Agreement as provided in this Section 8.3, Buyer shall be conclusively deemed to have waived any right to terminate this Agreement by reason of any such Casualty or Condemnation, Buyer shall proceed with the purchase of the Property and at Closing Buyer shall be entitled to: (1) in the event of a Casualty, Buyer shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (to the extent that such payments have not been expended in connection with the repair of any such casualty and less any actual out of pocket costs incurred by Seller to collect such insurance proceeds; such amount not to exceed the amounts determined by Seller to be reasonably necessary to (i) comply with Seller’s obligations under the Leases, applicable law, and any applicable documents or instruments of record, (ii) comply with Seller’s obligations under the terms of the existing financing, and (iii) protect the Property from further damage or the residents, community, neighbors and the Property from harm unless otherwise agreed to by Buyer, in its reasonable discretion), (x) an assignment of Seller’s 's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (y) an assignment of Seller’s 's rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policies, but there shall be no other credit against or reduction in the Purchase Price attributable to such casualty; or (2) in the event of a Condemnation, the condemnation award (or, if not theretofore received, the right to receive such award) payable on account of the taking shall be transferred to Buyer. Any delay of the Closing under the Parallel Agreement pursuant to Section 8.3 thereof shall automatically delay the Closing under this Section 8.3 on a day-for-day basis, in each case, subject to the Outside Closing Date. Any termination of the Parallel Agreement pursuant to Section 8.3 thereof shall automatically be deemed a termination of this Agreement pursuant to this Section 8.3.

Material Casualty or Condemnation. Notwithstanding (a) Within 30 days after the foregoing provisions occurrence of Section 8.2 above, if a any Material Casualty or Condemnation, the Borrower shall deliver to the Collateral Agent a certificate (the “Work Certificate”) of the Borrower, approved in writing by an independent engineer retained by the Collateral Agent (at the expense of the Borrower), (i) describing in reasonable detail the work to be done and property to be purchased in connection with the proposed repair or restoration of the Xxxxx Springs Refinery, including timing schedules (the “Proposed Work Plan”), (ii) stating in reasonable detail the amounts required to complete each stage of the Proposed Work Plan and the sources from which any amounts in excess of the insurance proceeds or Condemnation occurs Proceeds received with respect to the Property, to the extent that the cost of repair or restoration to substantially the same condition existing prior to such Casualty (or, in the case of a Condemnation, the value of the Property or portion thereof so condemned) would exceed an amount equal to three percent (3%) of the Purchase Price for the Property as reasonably determined by Seller, or such Condemnation permanently adversely affects access to, or parking at, the Property and results in the Property being “non-conforming” (and not “legally non-conforming”) for zoning purposes, then Seller shall give Buyer prompt notice thereof and the Buyer may, at Buyer’s option to be exercised by delivery of written notice to Seller and Escrow Holder within fifteen (15) Business Days of Seller’s notice to the Buyer of the occurrence 12411789.7 34 of such Casualty or Condemnation are to be funded (the “Proposed Work Budget”) and Seller’s estimate of repair costs or valuation(iii) setting forth in reasonable detail (including financial projections) the manner in which Holdings and the Subsidiaries will continue to meet their obligations (including all financial covenants) under the Loan Documents, elect to terminate this the Permitted ABL Facility, the Crack Spread Hedging Agreement, the Earnout Agreement and the ExxonMobil Pipeline Supply Contracts (the “Proposed Obligations Service Plan”). (b) The Collateral Agent shall communicate to the Borrower not later than 30 days after receipt of the Work Certificate its satisfaction or dissatisfaction with the Proposed Work Plan, the Proposed Work Budget and the Proposed Obligations Service Plan. Any Proposed Work Plan, Proposed Work Budget or Proposed Obligations Service Plan may be rejected if, in which event the Deposit shall promptly reasonable judgment of the Collateral Agent, (i) such Proposed Work Plan, Proposed Work Budget or Proposed Obligations Service Plan (A) could not reasonably be returned expected to Buyerbe carried out or complied with, (B) would impair the value or transferability of the Collateral or the ability of the Lenders or their designees to operate the Xxxxx Springs Refinery upon exercise of remedies hereunder, (C) would not, in the reasonable judgment of the Collateral Agent, adequately assure the ability of Holdings and the Subsidiaries, during the repair or restoration of the Xxxxx Springs Refinery and thereafter, to perform their material obligations under the Loan Documents, the Permitted ABL Facility, the Crack Spread Hedging Agreement, the Earnout Agreement and the ExxonMobil Pipeline Supply Contracts, (ii) if such Proposed Work Plan or Proposed Work Budget would result in a reduction of the capacity of the Xxxxx Springs Refinery to a level below the level in effect prior to the applicable Casualty or Condemnation or (iii) if the Proposed Obligations Service Plan shows a deficit. If necessarya Proposed Work Plan, Proposed Work Budget and Proposed Obligations Service Plan have not been accepted by the Closing Date shall be postponed until Seller has given Collateral Agent within 90 days after the written notice provided for above and occurrence of the fifteen (15) Business Day response period for Buyer has expired. If Buyer does not timely elect in writing to terminate this Agreement as provided in this Section 8.3, Buyer shall be conclusively deemed to have waived any right to terminate this Agreement by reason of any such applicable Material Casualty or Condemnation, Buyer shall proceed with the purchase of the Property and at Closing Buyer a Terminal Casualty or Condemnation Event shall be entitled to: (1) in the event deemed to have occurred for all purposes of a Casualty, Buyer shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (to the extent that such payments have not been expended in connection with the repair of any such casualty this Agreement and less any actual out of pocket costs incurred by Seller to collect such insurance proceeds; such amount not to exceed the amounts determined by Seller to be reasonably necessary to (i) comply with Seller’s obligations under the Leases, applicable law, and any applicable documents or instruments of record, (ii) comply with Seller’s obligations under the terms of the existing financing, and (iii) protect the Property from further damage or the residents, community, neighbors and the Property from harm unless otherwise agreed to by Buyer, in its reasonable discretion), (x) an assignment of Seller’s rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (y) an assignment of Seller’s rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policies, but there shall be no other credit against or reduction in the Purchase Price attributable to such casualty; or (2) in the event of a Condemnation, the condemnation award (or, if not theretofore received, the right to receive such award) payable on account of the taking shall be transferred to BuyerLoan Documents.

Material Casualty or Condemnation. Notwithstanding the foregoing provisions of Section 8.2 above, if a Casualty or Condemnation occurs with respect to the Property, to the extent that the cost of repair or restoration to substantially the same condition existing prior to such Casualty (or, in the case of a Condemnation, the value of the Property or portion thereof so condemned) would exceed an amount equal to three percent (3%) of the Purchase Price for the Property as reasonably determined by Seller, or such Condemnation permanently adversely affects access to, or parking at, the Property and results in the Property being “non-conforming” (and not “legally non-conforming”) for zoning purposes, then Seller shall give Buyer prompt notice thereof and the Buyer may, at Buyer’s option to be exercised by delivery of written notice to Seller and Escrow Holder within fifteen (15) Business Days of Seller’s notice to the Buyer of the occurrence 12411789.7 34 of such Casualty or Condemnation and Seller’s estimate of repair costs or valuation, elect to terminate this Agreement, in which event the Deposit shall promptly be returned to Buyer. If necessary, the Closing Date shall be postponed until Seller has given the written notice provided for above and the fifteen (15) Business Day response period for Buyer has expired. If Buyer does not timely elect in writing to terminate this Agreement as provided in this Section 8.3, Buyer shall be conclusively deemed to have waived any right to terminate this Agreement by reason of any such Casualty or Condemnation, Buyer shall proceed with the purchase of the Property and at Closing Buyer shall be entitled to: (1) in the event of a Casualty, Buyer shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (to the extent that such payments have not been expended in connection with the repair of any such casualty and less any actual out of pocket costs incurred by Seller to collect such insurance proceeds; such amount not to exceed the amounts determined by Seller to be reasonably necessary to (i) comply with Seller’s obligations under the Leases, applicable law, and any applicable documents or instruments of record, (ii) comply with Seller’s obligations under the terms of the existing financing, and (iii) protect the Property from further damage or the residents, community, neighbors and the Property from harm unless otherwise agreed to by Buyer, in its reasonable discretion), (x) an assignment of Seller’s rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (y) an assignment of Seller’s rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policies, but there shall be no other credit against or reduction in the Purchase Price attributable to such casualty; or (2) in the event of a Condemnation, the condemnation award (or, if not theretofore received, the right to receive such award) payable on account of the taking shall be transferred to Buyer.. 11476794.5 34