Common use of Material Casualty Clause in Contracts

Material Casualty. If the amount of the repair restoration of the Property required by a Casualty equals or exceeds three percent (3%) of the Purchase Price (a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement, in which case the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating therein, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period.

Material Casualty. If If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in the amount of the repair restoration cost of the Property required by a Casualty equals or exceeds three percent (3%) of the Purchase Price such damage at Closing (a “Material "Major Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents"), then Purchaser shall have the right may, at its option, elect to elect, terminate this Contract by providing written notice to Seller within ten twenty (1020) days after Purchaser’s receipt the date of Seller’s written 's notice to Purchaser of such Material Casualty, to (a) terminate this Agreementthe casualty, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser in accordance with Section 3.2.4Purchaser, and the Parties neither party shall have no any further rights or obligations under this Agreementhereunder, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller other than as set forth herein with respect to the Property rights and any Seller or its Affiliate-owned business(es) operating therein, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closingobligations that survive termination. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election periodnecessary, the Closing Date shall be postponed until Seller has given the date which notice to Purchaser required by this Section 17(a) and the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is five extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (5) Business Days with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the expiration Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such ten Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (10other than the Nonrefundable Deposit which will be paid to Seller) day election periodwill be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive termination.

Material Casualty. If the amount of the repair restoration of the Property required by a Casualty equals or exceeds three percent Twelve Million Eight Hundred Thousand and 00/100 Dollars (3%$12,800,000.00) of the Purchase Price (a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement, in which case the Deposit Xxxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinthe Business, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period.

Material Casualty. If the estimated amount of the cost to repair restoration of the and restore a Property required by following a Casualty equals or exceeds three twenty percent (320%) of the Purchase Price allocation for such Property, as set forth on Scheduled 3.3.5 attached hereto (a “Material Casualty”) ), and such the Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller Seller, within ten (10) days Business Days after Purchaser’s receipt of Seller’s written notice of such the Material Casualty, to to: (ai) terminate this Agreementthe Individual Purchase and Sale Agreement by providing written notice to Seller, in which case the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4case, and the Parties shall have no further rights or obligations under this such Individual Purchase and Sale Agreement, except those which as otherwise expressly survive such termination, provided therein; or (bii) proceed to Closing, without terminating this such Individual Purchase and Sale Agreement, in which case Seller shall (iA) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser sum of: (A1) the applicable insurance deductible, and (B2) and the reasonable estimated costs for the repair or restoration of the Property required by such the Material Casualty, and (iiB) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinthe Business, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed terminate this Master Purchase and Sale Agreement as it relates to Closing the Property in question pursuant to clause (bi) of the preceding sentenceabove. If the Closing is scheduled to occur within Purchaser’s ten (10) day Business Day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day Business Day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt return of such amount following the termination of this Master Purchase and Sale Agreement pursuant to this Section 14.1.1.

Material Casualty. If the amount of the repair or restoration of the Property caused by a Casualty required by a such Casualty equals or exceeds three five percent (35%) of the Purchase Price (a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement, Agreement and in which case the Deposit Xxxxxxx Money, less the Independent Consideration, shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, ; or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and or (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinHotel, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing terminate this Agreement pursuant to clause (ba) of the this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period.

Material Casualty. If the Property or any portion thereof is damaged or destroyed by fire or any other casualty prior to Closing (a “Casualty”), Seller shall give written notice of such Casualty to Purchaser promptly after the occurrence of such Casualty. If the amount of the repair repair, restoration of the Property or replacement required by a Casualty equals or exceeds three ten percent (310%) of the Purchase Price (a “Material Casualty”) and such Material the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to electright, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualtyin its sole discretion, to (ai) terminate this Agreement, in which case Escrow Agent shall refund the Deposit shall be refunded Xxxxxxx Money to Purchaser in accordance with Section 3.2.4Purchaser, and the Parties Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (bii) proceed to Closing, without terminating this Agreement, in which case Seller shall (iA) provide Purchaser with a credit the amount of the applicable insurance deductible against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductiblePrice, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinHotel, except those proceeds allocable to costs incurred by, and lost profits and costs incurred by of, Seller for the period prior to the Closing. Purchaser shall make an election under this Section 13.1(a) by giving written notice to Seller on or before ten (10) Business Days after Seller’s delivery to Purchaser of written notice of such Casualty. If Purchaser fails to provide written notice of its make an election to Seller under Section 13.1(a) within such time period, then Purchaser shall be conclusively deemed to have elected to proceed to Closing pursuant to clause (bii) of the preceding sentencethis Section 13.1(a). If the Closing is scheduled to occur within Purchaser’s ten (10) day Business Day election period, the Closing Date shall be postponed extended until the date which is five (5) Business Days after the expiration of such ten (10) day Business Day election period.

Material Casualty. If prior to the Closing Date, the Premises, or any portion thereof, shall be damaged or destroyed by reason of fire, storm, accident or other casualty, then Seller shall immediately give notice thereof to Buyer. If such casualty will (a) give Franchisor the option to terminate either of the Franchise Agreements, and Franchisor elects to so terminate either of the Franchise Agreements, or (b) upon execution of the Lease, give Buyer's Tenant the option to terminate the Lease and if Buyer's Tenant exercises such option or refuses to modify the form of the Lease to specifically acknowledge and accept such casualty, then in either such case this Agreement shall be null and void, whereupon the full amount of the repair restoration Deposit shall be paid by Escrow Holder to Buyer, and all parties shall thereupon be relieved of all further liability hereunder. If such casualty (a) will not give Franchisor the option to terminate either of the Property required by a Casualty equals Franchise Agreements, or exceeds three percent if it gives Franchisor the option to terminate either Franchise Agreement, if Franchisor waives such option in writing, and (3%b) upon execution of the Purchase Price Lease, will not give Buyer's Tenant the option to terminate the Lease, or if it gives Buyer's Tenant the option to terminate the Lease, if Buyer's Tenant waives such option in writing, and (c) constitutes a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents(as defined below), then Purchaser Buyer shall have the right to electoption of terminating this Agreement or proceeding with the Closing in accordance with, and subject to, the terms hereof. Buyer shall make such election by providing written notice to Seller Seller, to be given within ten (10) business days after Purchaser’s receipt of Seller’s written receiving notice of the estimated cost to repair such Material Casualtycasualty damage, and the availability or non-availability of insurance proceeds covering the loss. If Buyer elects to (a) terminate this Agreement, in which case the Escrow Holder shall return the Deposit to Buyer, the parties shall be refunded to Purchaser in accordance with Section 3.2.4share equally any cancellation fees of Escrow Holder, and the Parties neither party shall have no any further rights or obligations under hereunder to the other except pursuant to any provision hereof which expressly survives the termination of this Agreement. If Buyer elects not to terminate this Agreement, except those which expressly survive then the transaction contemplated by this Agreement shall be consummated as otherwise provided herein, with no abatement, reduction or set-off against the Purchase Price. In such terminationevent Seller will assign to Buyer at Closing the physical damage loss proceeds and business loss proceeds of any insurance policy payable to Seller, or (b) proceed to Closing, without terminating this Agreement, in which case Seller and Buyer shall (i) provide Purchaser with receive a credit against the Purchase Price in an the amount equal to the lesser of: (A) the of any applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, lost profits and business interruption proceeds) payable deductible under Seller’s 's insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinpolicy. As used in this Section 11.1, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser a Material Casualty shall be deemed to have elected occurred if the cost of repairing the damage from such casualty is estimated to proceed to Closing pursuant to clause exceed Five Hundred Thousand Dollars (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period$500,000).

Material Casualty. If If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in the amount of the repair restoration cost of the Property required by a Casualty equals or exceeds three percent (3%) of the Purchase Price such damage at Closing (a “Material "Major Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents"), then Purchaser shall have the right may, at its option, elect to elect, terminate this Contract by providing written notice to Seller within ten twenty (1020) days after Purchaser’s receipt the date of Seller’s written 's notice to Purchaser of such Material Casualty, to (a) terminate this Agreementthe casualty, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser in accordance with Section 3.2.4Purchaser, and the Parties neither party shall have no any further rights or obligations under this Agreementhereunder, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller other than as set forth herein with respect to the Property rights and any Seller or its Affiliate-owned business(es) operating therein, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closingobligations that survive termination. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election periodnecessary, the Closing Date shall be postponed until Seller has given the date which notice to Purchaser required by this Section 17(a) and the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is five extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (5) Business Days with its insurer’s Purchase and Sale Agreement 15233094_2 21 consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the expiration Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such ten Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (10other than the Nonrefundable Deposit which will be paid to Seller) day election periodwill be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive termination.

Material Casualty. If the amount of the repair restoration of the Property required by a Casualty equals or exceeds three percent Two Million and no/100 Dollars (3%) of the Purchase Price $2,000,000.00), as reasonably determined by Seller (a “Material Casualty”) ), and such Material the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days Business Days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement, in which case the Deposit Exxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductibledeductible and the amount by which the Casualty is either uninsured or underinsured, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinthe Business, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day Business Day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day Business Day election period.

Material Casualty. If the Property or any portion thereof is damaged or destroyed by fire or any other casualty prior to Closing (a "CASUALTY"), Seller shall give written notice of such Casualty to Purchaser promptly after the occurrence of such Casualty. If the amount of the repair repair, restoration of the Property or replacement required by a Casualty equals or exceeds three percent One Million and no/100 Dollars (3%$1,000,000.00) of the Purchase Price (a “Material Casualty”"MATERIAL CASUALTY") and such Material the Casualty was not caused by Purchaser or Purchaser’s 's Inspectors, or their respective employees or agents, then Purchaser shall have the right to electright, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualtyin its sole discretion, to (ai) terminate this Agreement, in which case Escrow Agent shall refund the Deposit shall be refunded Xxxxxxx Money to Purchaser in accordance with Section 3.2.4Purchaser, and the Parties Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (bii) proceed to Closing, without terminating this Agreement, in which case Seller shall (iA) provide Purchaser with a credit the amount of the applicable insurance deductible against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductiblePrice, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s 's right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinHotel, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. Purchaser shall make an election under this Section 13.1(a) by giving written notice to Seller on or before ten (10) days after Seller's delivery to Purchaser of written notice of such Casualty. If Purchaser fails to provide written notice of its make an election to Seller under Section 13.1(a) within such time period, then Purchaser shall be conclusively deemed to have elected to proceed to Closing pursuant to clause (bB) of the preceding sentencethis Section 13.1(a). If the Closing Date is scheduled to occur within Purchaser’s 's ten (10) day election period, the Closing Date shall be postponed extended until the date which is five tenth (510th) Business Days day after the expiration of such ten (10) day election period.

Material Casualty. If the estimated amount of the cost to repair restoration of the Property required by and restore a Hotel following a Casualty equals or exceeds three percent (3%) of the Purchase Price (a “Material Casualty”) ), and such the Material Casualty was not caused by Purchaser Buyer or PurchaserBuyer’s Inspectors, or their respective employees or agents, then Purchaser Buyer shall have the right to elect, by providing written notice to Seller Seller, within ten (10) days Business Days after PurchaserBuyer’s receipt of Seller’s written notice of such the Material CasualtyCasualty and contractor’s estimate of the cost of repair, to (a) terminate this Agreement, in which case the Deposit shall be refunded Agreement by providing written notice to Purchaser in accordance with Section 3.2.4Seller, and the Parties provisions of Section 14.20 shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, apply; or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser Buyer all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to respecting the Property and any Seller or its Affiliate-owned business(es) operating thereinthe Business, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser Buyer fails to provide written notice of its election to Seller within such time period, then Purchaser Buyer shall be deemed to have elected to proceed to Closing terminate this Agreement pursuant to clause (b) of the preceding sentencethis Section 13.1.1. If the Closing is scheduled to occur before Seller delivers the notice of Material Casualty, including the contractor’s estimate to Buyer or within PurchaserBuyer’s ten (10) day Business Day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day Business Day election period. Buyer shall have the right to a refund of the Xxxxxxx Money and shall receive the prompt return of the Xxxxxxx Money following the termination of this Agreement pursuant to this Section 13.1.1.

Material Casualty. If the amount of the repair or restoration of the Theater (and the Transferred Property related thereto) required by a Casualty equals or exceeds three twenty-five percent (325%) of the Purchase Price fair market value of the Theater, as determined by mutual agreement of the Parties in their good faith, reasonable judgment (a “"Material Casualty”") and such Material the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective its employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s 's receipt of Seller’s 's written notice of such Material Casualty, (i) to (a) terminate this AgreementAgreement and the Lafayette Purchase Agreement as of the date that is thirty (30) days after Seller's receipt of such notice, in which case the Deposit Xxxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2.43.2(e), and the Parties shall have no further rights or obligations under this Agreement or the Lafayette Purchase Agreement, except those which expressly survive such termination, or (bii) proceed to Closing, without terminating this Agreement and the Lafayette Purchase Agreement, in which case Seller shall (iA) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A1) the applicable insurance deductibledeductible and/or self-insured retention, and (B2) and the reasonable estimated costs for the repair or restoration of the Theater (and the Transferred Property related thereto) required by such Material Casualty, and (iiB) transfer and assign to Purchaser all of Seller’s 's right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Theater (and the Transferred Property and any Seller or its Affiliate-owned business(es) operating thereinrelated thereto), except those proceeds allocable to lost profits and costs actually incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time ten (10) day period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (bii) of the this preceding sentence. If the Closing is scheduled to occur within five (5) Business Days after the expiration of Purchaser’s 's ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period.

Material Casualty. If a Casualty occurs between the amount Effective Date and the Closing Date, and either (A) the cost to repair or restore all or any of the repair restoration of the Property Properties required by a Casualty occurring between the Effective Date and the Closing Date equals or exceeds three percent Six Hundred Fifty Thousand Dollars (3%$650,000.00) or (B) any such Casualty event is not covered by any of the applicable Seller’s policies of insurance for the applicable Property and such Seller elects (in its sole and absolute discretion) not to provide Buyer with a credit against the Purchase Price on account of such uninsured casualty (each of the foregoing is referred to herein as a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents), then Purchaser Buyer shall have have, in its sole and absolute discretion, the right to elect, by providing written notice to Seller Sellers within ten fifteen (1015) days after PurchaserBuyer’s receipt of Seller’s Sellers’ written notice of such Material Casualty, to (ai) terminate this Agreement, in which case (a) the Deposit (or in the event of a Material Casualty prior to the expiration of the Due Diligence Period, the Initial Deposit) shall be refunded returned to Purchaser in accordance with Section 3.2.4, Buyer and (b) the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, termination or (bii) proceed to Closing, without terminating this Agreement, in which case Seller (a) Sellers shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal assign and transfer to the lesser of: (A) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser Buyer all of Seller’s Sellers’ right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, lost profits and business interruption proceeds) payable under Seller’s from all casualty insurance policies maintained by Seller Sellers with respect to the Property and any Seller or its Affiliate-owned business(es) operating therein, except those proceeds allocable to lost profits and costs incurred such Casualty (other than amounts applied by Seller for the period Sellers prior to Closing in connection with the Closingrepair of the applicable Property) by delivering an assignment instrument to Buyer at Closing in form and substance reasonably satisfactory to Buyer, and (b) Buyer shall receive no credit from Sellers against the Purchase Price in connection with such Material Casualty other than a credit equal to any unpaid deductibles under Sellers’ insurance policies to the extent such deductibles are called upon to cover any such claim related to such Casualty. If Purchaser Buyer fails to provide written notice of its election to Seller Sellers within such time period, then Purchaser Buyer shall be deemed to have elected to proceed to Closing terminate this Agreement pursuant to clause (bi) of the preceding sentence. If the Closing is scheduled to occur within Purchaserprior to the expiration of Buyer’s ten (10) day election period, then the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day Buyer’s election period. For purposes of clarity, in no event shall any Seller be obligated to provide Buyer with any credit against the Purchase Price on account of any uninsured Casualty unless such Seller elects to do so in its sole and absolute discretion.

Material Casualty. If such Casualty caused the amount Assets and Property to be damaged or destroyed such that the cost of the repair restoration of the Property required by a Casualty equals or exceeds three percent (3%) of the Purchase Price (a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectorsreplacement is reasonably likely to exceed [***], or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this AgreementAgreement in its entirety, in which case the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case the Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) less any amounts previously paid toward the reasonable estimated costs for the repair or restoration of the Property required deductible by such Material CasualtySeller, and (ii) transfer and assign to Purchaser all of the Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, lost profits from all casualty and business interruption proceeds) payable under Seller’s other applicable insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinAssets, except those proceeds allocable to lost profits and specifically payable in connection with costs incurred by Seller for the period prior to the Closing, to the extent assignable and if such proceeds are not assignable, Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds. If Purchaser fails to provide written notice of its election to Seller within such ten (10) day time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall shall, upon Purchaser’s election, be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period. In the event that Seller proceeds to restore the affected Assets prior to Closing, such work shall be subject to Purchaser’s approval, not to be unreasonably withheld, conditioned or delayed.

Material Casualty. If the amount of the repair restoration of the Property required by a Casualty equals or exceeds three two percent (32%) of the Purchase Price (before any adjustment as required by this Agreement) as reasonably determined by Seller (a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents), then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement, in which case the Deposit Xxxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinthe Business, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing terminate this Agreement pursuant to clause (ba) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period.

Material Casualty. If the amount of the repair restoration of the Property required by a Casualty equals or exceeds three percent One Million and no/100 Dollars (3%$1,000,000.00) of the Purchase Price (a “Material Casualty”) and such Material the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement, in which case the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller (subject in all events to the terms and conditions applicable thereto under the Existing Loan Documents) shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinthe Business, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed postponed, at Purchaser’s option to be exercised in its sole and absolute discretion, until the date which is five (5) Business Days after the expiration of such ten (10) day election period.

Material Casualty. If the amount of the repair restoration of the Property required any Hotel is affected by a Casualty before the Closing (the “Damaged Hotel”), the amount required to repair or restore the Property for the Damaged Hotel equals or exceeds three twenty percent (320%) of the allocation of the Purchase Price for the Damaged Hotel set forth in the Allocation Schedule (a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) 10 days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement, in which case the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4Agreement for all Hotels, and the Parties shall have no further rights or obligations under this Agreement, except those which that expressly survive such termination, or (b) proceed to Closing, without terminating this AgreementClosing for all Hotels (including the Damaged Hotel), in which case Seller shall (i) provide Purchaser with a credit against the Allocated Purchase Price for the Damaged Hotel in an amount equal to the lesser of: of (Ai) the applicable insurance deductible, and (Bii) and the reasonable estimated costs for the repair or restoration of the Property relating to the Damaged Hotel required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and rights to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinthe Business for the Damaged Hotel, except those proceeds allocable to lost profits and costs incurred by Seller for the Damaged Hotel for the period prior to before the Closing. If Purchaser fails to does not provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until the date which that is five (5) Business Days after the earlier of (A) Purchaser’s delivery of its election notice to Seller to proceed to Closing or (B) if Purchaser does not provide an election notice, the expiration of such ten (10) day election period.

Material Casualty. If In the amount event that prior to the Close of Escrow any Building of the repair restoration of the Property required by a Casualty equals or exceeds three percent (3%) of the Purchase Price (a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s InspectorsReal Property, or their respective employees any material portion thereof, is destroyed or agentsmaterially damaged, then Purchaser Buyer shall have the right to electright, exercisable by providing giving written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualtydamage or destruction, either (i) to terminate this Agreement in which event the Deposit and all interest accrued thereon shall be promptly returned to Buyer, any other money or documents in Escrow shall be returned to the party depositing the same, and the provisions of Section 4.4 shall apply, or (aii) terminate to accept the Property in its then condition and to proceed with the consummation of the transaction contemplated by this Agreement, with an abatement or reduction in which case the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an the amount equal to of the lesser of: (A) deductible for the applicable insurance deductiblecoverage, if and to the extent such deductible is not Buyer’s responsibility (in its capacity as tenant) under the Intuit Lease, and (B) the reasonable estimated costs for the repair or restoration Buyer shall be entitled to an assignment of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and rights to all any insurance proceeds (includingpayable by reason of such damage or destruction, but not limited to, casualty, lost profits and business interruption proceeds) payable under Seller’s other than rental abatement/rent loss insurance policies maintained by Seller with respect attributable to the Property and any Seller or its Affiliate-owned business(es) operating therein, except those proceeds allocable to lost profits and costs incurred by Seller for the period of time prior to the ClosingClosing which shall be retained by or paid to Seller. If Purchaser Buyer fails to provide deliver written notice of its election to Seller of Buyer’s election within such the time periodperiod specified in this Section 13.1, then Purchaser Buyer shall be deemed to have elected alternative (ii) above. If Buyer elects (or is deemed to have elected pursuant to the immediately preceding sentence) to proceed to Closing pursuant to under clause (bii) above, Seller shall not compromise, settle or adjust any claims to such insurance proceeds without Buyer’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. For purposes of this Section 13, damage to any Building of the Property shall be deemed to involve a material portion thereof if the estimated cost of restoration or repair, as estimated by Seller in its reasonable discretion, of such damage shall exceed [***] percent ([***]%) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election periodPurchase Price.

Material Casualty. If the estimated amount of required to fully repair or restore the repair restoration of Hotel damaged by such Casualty (the Property required “Affected Hotel”) to its condition immediately prior to such Casualty, as reasonably agreed to by a Casualty the Parties, equals or exceeds three ten percent (310%) of the Hotel Purchase Price for the Affected Hotel (such event, a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents), then Purchaser shall have the right to elect, by providing written notice to Seller the Sellers within ten (10) days Business Days after Purchaser’s receipt of Seller’s the Sellers’ written notice of such Material CasualtyCasualty and the Parties’ agreement on the estimated cost to repair or restore, to (ai) terminate cause the Affected Hotel to be excluded from this Agreement, in which case the Deposit Aggregate Purchase Price shall be refunded to Purchaser in accordance with Section 3.2.4, reduced by the Hotel Purchase Price for the Affected Hotel and this Agreement and the Parties shall have no further rights or obligations under this AgreementHotel Purchase and Sale Agreements, except those which expressly survive such terminationfor the Hotel Purchase and Sale Agreement for the Affected Hotel, shall remain in full force and effect as to all of the other Hotels and the parties shall equitably adjust the provisions in this Agreement in good faith based on the exclusion of the Affected Hotel, or (bii) proceed to Closing, without terminating this Agreement, in which case Seller the Sellers shall (iA) provide Purchaser with a credit against the Aggregate Purchase Price in an amount equal to the lesser of: (A1) the applicable insurance deductibledeductible plus any uninsured amount of the repair or restoration cost, and (B2) the reasonable estimated costs for the repair or restoration of the Property Affected Hotel required by such Material CasualtyCasualty as reasonably agreed to by the Parties, and (iiB) transfer and assign to Purchaser all of Seller’s the Sellers’ right, title and interest in and to all insurance claims and proceeds (including, but not limited to, casualty, lost profits and business interruption proceeds) payable under Seller’s from all casualty insurance policies maintained by Seller the Sellers with respect to the Property and any Seller or its Affiliate-owned business(es) operating therein, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the ClosingAffected Hotel. If Purchaser fails to provide written notice of its election to Seller the Sellers within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (bii) of the this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day Business Day election period, at Purchaser’s election, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day Business Day election period. If the Parties are unable to agree on the estimated costs to repair or restore as provided herein within ten (10) Business Days after Purchaser’s receipt of the Seller Parties’ written notice of such Casualty, the determination of the estimated costs to repair or restore shall be made by a nationally recognized engineering firm reasonably acceptable to the Parties as promptly as possible thereafter.

Material Casualty. If If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in the amount of the repair restoration cost of the Property required by a Casualty equals or exceeds three percent (3%) of the Purchase Price such damage at Closing (a “Material "Major Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents"), then Purchaser shall have the right may, at its option, elect to elect, terminate this Contract by providing written notice to Seller within ten twenty (1020) days after Purchaser’s receipt the date of Seller’s written 's notice to Purchaser of such Material Casualty, to (a) terminate this Agreementthe casualty, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser in accordance with Section 3.2.4Purchaser, and the Parties neither party shall have no any further rights or obligations under this Agreementhereunder, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller other than as set forth herein with respect to the Property rights and any Seller or its Affiliate-owned business(es) operating therein, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closingobligations that survive termination. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election periodnecessary, the Closing Date shall be postponed until Seller has given the date which notice to Purchaser required by this Section 17(a) and the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is five extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (5) Business Days with its insurer’s Purchase and Sale Agreement15233094_2 21 consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the expiration Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such ten Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (10other than the Nonrefundable Deposit which will be paid to Seller) day election periodwill be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive termination.

Material Casualty. If the Assets or any portion thereof is damaged or destroyed by fire or any other casualty prior to Closing (a “Casualty”), Owner shall give written notice of such Casualty to Lender and Buyer promptly after the occurrence of such Casualty. If the amount of the repair repair, restoration of the Property or replacement required by a Casualty equals or exceeds three percent Two Million Dollars United States Dollars (3%US$2,000,000) of the Purchase Price (a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents), then Purchaser Buyer shall have the right to electright, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualtyin its sole discretion, to (ai) terminate this AgreementAgreement in which event MFG shall pay the balance of the Deposit then held by MFG to Buyer and, in which case the event of a termination of this Agreement occurring after the Additional Deposit Funding Date, HMF shall also release to MFG the original stamped Agreement duly marked “cancelled” together with the Original Transfer Tax Receipt so as to allow MFG to invoke the Unwind Procedure and upon recovery of the Stamp Duty and Tax Refund, the Stamp Duty and Tax Refund shall be refunded paid to Purchaser in accordance with Section 3.2.4Buyer, less the Lender’s Deposit Refund Amount, if any, which MFG shall pay to Lender, and the Parties Lender, Owner and Buyer shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (bii) proceed to Closing, without terminating this Agreement, in which case Seller Owner shall (iA) provide Purchaser with a credit the amount of the applicable insurance deductible against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductiblePrice, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser Buyer all of SellerOwner’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller Owner with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinAssets affected by such Casualty, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing; provided, however, that until such time as Buyer receives written confirmation from the applicable insurer, reasonably satisfactory to Buyer, acknowledging the assignment of such claim and agreeing to acknowledge Buyer as the insured under such policies for purposes of such claim, Owner shall continue to use commercially reasonable efforts, but at no material cost to Owner, to pursue the insurance proceeds thereunder on behalf of Buyer. If Purchaser fails Buyer shall make an election under this Section 10.1 by giving written notice to provide Owner on or before twenty (20) days after Owner’s delivery to Buyer of written notice of its such Casualty. If Buyer fails to make an election to Seller under this Section 10.1 within such twenty (20) day time period, then Purchaser Buyer shall be conclusively deemed to have elected to proceed to Closing pursuant to clause (bB) of the preceding sentencethis Section 10.1. If the Closing Date is scheduled to occur within PurchaserBuyer’s ten twenty (1020) day election period, the Closing Date shall be postponed extended until the date which is five tenth (510th) Business Days day after the expiration of such ten twenty (1020) day election period.

Material Casualty. If the amount of the repair or restoration of the Property required Hotel damaged by a such Casualty equals or exceeds three five percent (35%) of the Purchase Price (a “Material Casualty”) and such Material the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement, in which case the Deposit Xxxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2.4, III.B.4 and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Property Hotel required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinHotel, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing terminate this Agreement pursuant to clause (ba) of the this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period.

Material Casualty. If In the amount event any single Community is damaged in any material respect, or destroyed by fire or any other casualty prior to the Closing Date, Sellers shall promptly provide Buyer with written notice of such casualty and Sellers’ estimate (based on the repair restoration of the Property required by a Casualty equals or exceeds three percent (3%information available to Sellers at such time) of the Purchase Price cost to repair the same. If the estimated cost to repair such Community exceeds twenty million dollars ($20,000,000.00) (a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors), or their respective employees or agents, then Purchaser Buyer shall have the right, which right to elect, by providing written notice to Seller shall be exercised within ten five (105) days Business Days after Purchaser’s receipt of Seller’s written Buyer receives notice of such Material Casualty, to either (a) terminate this AgreementAgreement upon written notice to Seller and Escrow Holder, in which case event this Agreement shall terminate, the Deposit (less the Independent Consideration) shall be refunded to Purchaser in accordance with Section 3.2.4Buyer, and the Parties neither party shall have no any further rights or obligations under this Agreement, Agreement except for those which obligations that expressly survive such terminationthe termination hereof, or (b) proceed to Closing, without terminating this AgreementClosing as scheduled, in which case Seller this Agreement shall not terminate and (i) provide Purchaser with a credit the applicable Seller shall cause all collected insurance proceeds to be paid over to Buyer (or credited against the Purchase Price in with an amount equal to the lesser of: additional credit for any deductible, self-insured or uninsured amounts) at Closing, (Aii) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and Seller shall assign to Purchaser Buyer all of Seller’s right, title and interest in and to all insurance claims and proceeds (including, but not limited to, casualty, lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by such Seller may have with respect to all policies of insurance relating to the Property and any Seller or its Affiliate-owned business(es) operating therein, at Closing (except for those proceeds allocable to lost profits and costs incurred by Seller for the period Sellers prior to Closing), and (iii) the Closingapplicable Seller shall pay over to Buyer all insurance proceeds collected after Closing by such Seller promptly upon receipt thereof. If Purchaser fails Buyer shall fail to provide written timely deliver the termination notice of its election to Seller within such time periodin accordance with subparagraph (a) above, then Purchaser Buyer shall be deemed to have elected to proceed to with Closing pursuant to clause in accordance with subparagraph (b) of above. In the preceding sentence. If event any single Community is damaged in any material respect, or destroyed by fire or any other casualty prior to the Closing is scheduled Date, and such damage does not constitute a Material Casualty, then the Parties shall proceed to occur within Purchaser’s ten Closing in accordance with subparagraph (10b) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election periodabove.

Material Casualty. If the amount of the repair restoration of the Property required by a Casualty equals or exceeds three percent Three Million Five Hundred Thousand and 00/100 Dollars (3%$3,500,000.00) of the Purchase Price (a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement, in which case the Deposit Xxxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinthe Business, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period.

Material Casualty. If the amount of the repair or restoration of the Property required Hotel damaged by a such Casualty equals or exceeds three five percent (35%) of the Purchase Price (a “Material Casualty”) and such Material the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days Business Days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement, in which case the Deposit Xxxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2.4, 3.2.4 and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Property Hotel required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinHotel, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day Business Day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day Business Day election period.

Material Casualty. If the amount of the repair restoration of the Property required by a Casualty equals or exceeds three percent One Million Dollars (3%$1,000,000) of the Purchase Price (a “Material Casualty”) and such Material the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right in its sole discretion to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement, in which case the Deposit Exxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2.43.2(d), and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinthe Business, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period.

Material Casualty. If If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in the amount of the repair restoration cost of the Property required by a Casualty equals or exceeds three percent (3%) of the Purchase Price such damage at Closing (a “Material "Major Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents"), then Purchaser shall have the right may, at its option, elect to elect, terminate this Contract by providing written notice to Seller within ten twenty (1020) days after Purchaser’s receipt the date of Seller’s written 's notice to Purchaser of such Material Casualty, to (a) terminate this Agreementthe casualty, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser in accordance with Section 3.2.4Purchaser, and the Parties neither party shall have no any further rights or obligations under this Agreementhereunder, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller other than as set forth herein with respect to the Property rights and any Seller or its Affiliate-owned business(es) operating therein, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closingobligations that survive termination. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election periodnecessary, the Closing Date shall be postponed until Seller has given the date which notice to Purchaser required by this Section 17(a) and the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is five extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (5) Business Days with its insurer’s Purchase and Sale Agreement15233083_2 21 consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the expiration Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such ten Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (10other than the Nonrefundable Deposit which will be paid to Seller) day election periodwill be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive termination.

Material Casualty. If Notwithstanding anything in this Article X to the amount contrary, if (i) the cost of restoration and repair exceeds forty percent (40%) or more of the repair restoration replacement value of the Property required by Improvements, (ii) the time period to complete the restoration and repair work with reasonable diligence is longer than one hundred and twenty (120) days, or (iii) a Casualty equals or exceeds three percent casualty occurs in the last twelve (3%12) months of the Purchase Price Term (a “Material Casualty”), each as determined by Tenant in its commercially reasonable judgment, then Tenant may, not later than sixty (60) and days after such Material Casualty was not caused has occurred, (A) offer in writing (which offer may be rejected by Purchaser or Purchaser’s InspectorsLandlord pursuant to Section 10.5(a) hereof) to cause a Substitution pursuant to Article XX hereof (a “Casualty Substitution Offer”), or their respective employees or agents(B) notify Landlord in writing of its election to terminate this Lease pursuant to Section 10.5(c) hereof (the “Tenant’s Casualty Termination Notice”). (a) If Landlord and Lender shall not elect to accept Tenant’s Casualty Substitution Offer, then Purchaser Landlord shall have the right give notice thereof to elect, by providing written notice to Seller Tenant within ten one hundred twenty (10120) days after Purchaser’s receipt of Seller’s written notice of the Casualty Substitution Offer. In such Material Casualtyevent, to this Lease shall terminate on the next Base Rent payment date (athe “Casualty Substitution Termination Date”) terminate this Agreement, in which case the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties Tenant shall have no further rights obligation to commence or obligations under this Agreementcomplete the restoration of the Improvements, except those which expressly survive such termination, or (b) proceed subject to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: Landlord's receipt of (A) the applicable insurance deductibleCasualty Termination Payment (as hereinafter defined), and (B) the reasonable estimated costs for the repair or restoration all of the Property required by such insurance proceeds payable in connection with the Material Casualty, and (C) the amount of any Deductible, Retention or amounts representing any Tenant obligation to self insure hereunder. This Lease shall remain in full force and effect prior to the Casualty Substitution Termination Date. Any notice from Landlord not to accept a Casualty Substitution Offer shall be void and of no effect unless accompanied by the written notice of Lender to the effect that Lender also elects not to accept such Casualty Substitution Offer. (b) If Landlord and Lender accept the Casualty Substitution Offer, the Substitution shall be made (i) pursuant to Article XX hereof, and (ii) transfer within two hundred seventy (270) days after the Material Casualty. This Lease shall remain in full force and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller effect with respect to the Property Premises unless and any Seller or its Affiliate-owned business(es) operating thereinuntil the Substitution is completed. Upon the Substitution, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior Tenant shall be entitled to the Closingentire amount of insurance proceeds payable in connection with such Material Casualty. (c) Any Tenant’s Casualty Termination Notice shall (i) specify the Base Rent payment date on which this Lease shall terminate (the “Casualty Termination Date”), and (ii) acknowledge that such termination is conditioned upon Tenant’s payment to Landlord of the Casualty Termination Payment on or before the Casualty Termination Date. If Purchaser fails to provide written notice of its election to Seller within In such time periodevent, then Purchaser on the Casualty Termination Date (A) Landlord shall be deemed to have elected to proceed to Closing pursuant to clause (b) in receipt of the preceding sentence. If Casualty Termination Payment, (B) this Lease and the Closing is scheduled to occur within Purchaser’s ten Term hereof shall terminate, (10C) day election period, the Closing Date Tenant shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period.have no obligation

Material Casualty. If (a) the amount of the repair restoration of the Property required by a Casualty equals or exceeds three five percent (35%) of the Purchase Price Price, or (b) the damage (i) materially limits the ingress or egress to the Hotel for a period of more than thirty (30) days, or (ii) would render the lobby, reception area, front desk, parking area or other portions of the Property that are material to the operation of the Business unavailable for use for a period longer than forty-five (45) days following Closing (each a “Material Casualty”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement, in which case the Deposit Exxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, from all casualty and lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to the Property and any Seller or its Affiliate-owned business(es) operating thereinthe Business, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing terminate this Agreement pursuant to clause (ba) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period.