Common use of Reconstruction in the Event of Damage or Destruction Covered by Insurance Clause in Contracts

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if during the Term the Leased Property is totally or partially destroyed by a risk covered by the insurance described in Article 13 and the Hotel thereby is rendered Unsuitable for its Primary Intended Use, Lessee shall, at Lessee’s option, either (1) restore the Hotel to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease, or (2) offer to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price of the Leased Property. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceeds. (b) Except as provided in Section 14.6, if during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13, but the Hotel is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Hotel to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13, Lessee shall be obligated to contribute any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if If during the Term the Leased Property is totally or partially destroyed by a risk covered by the insurance described in Article 13 and the Hotel Facility thereby is rendered Unsuitable for its Primary Intended Use, Lessee shall, at Lessee’s option, either (1) restore the Hotel to substantially the same condition Lease shall terminate as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease, or (2) offer to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price date of the Leased Property. If Lessee restores the Hotel, the insurance proceeds shall be paid out by casualty and neither Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, nor Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without have any further liability hereunder except for any liabilities which have arisen prior to or which survive such termination, and Lessor shall be entitled to retain all insurance proceedsproceeds except for any amount thereof paid with respect to Lessee's Personal Property. (b) Except as provided in Section 14.6, if If during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13, but the Hotel Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessor or, at the election of Lessor, Lessee shall restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the HotelFacility, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessor except for any amount thereof paid with respect to Lessee's Personal Property. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13, Lessee Lessor shall be obligated agree to contribute any excess amounts needed to restore the HotelFacility prior to requiring Lessee to commence such work. Such difference shall be paid made available by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restorationrestoration in accordance with the provisions of Section 14.2(b). (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.613.7 or as may be otherwise required by the Ground Lease, if during the Term Term, the Leased Property Facility is totally or partially destroyed by from a risk covered by the insurance described in Article 13 XII and the Hotel Facility thereby is rendered Unsuitable for its Primary Intended Use, Lessee shall, at Lessee’s shall have the option, either by giving notice to Lessor within 60 days following the date of such destruction, to (1i) apply all proceeds payable with respect thereto to restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction, or (2ii) offer (A) to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Minimum Repurchase Price of the Leased PropertyProperty immediately prior to such damage or destruction or (B) to substitute a new property pursuant to and in accordance with the provisions of Article XX. If Lessee restores In the Hotel, the insurance proceeds shall be paid out by event Lessor from time does not accept Lxxxxx’s offer to time so purchase or substitute for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If shall, by giving notice to Lessor does not accept Lesseewithin 30 days after receipt of Lessor’s offer so to purchase the Leased Property within ninety (90) daysnotice, Lessee may withdraw its offer to purchase or substitute for the Leased Property and, if so withdrawn, Lessee may terminate and proceed to restore the Lease with respect Facility to substantially the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceedssame condition as existed immediately before the damage or destruction. (b) Except as provided in Section 14.613.7, if during the Term Term, the Leased Property Facility is partially destroyed by from a risk covered by the insurance described in Article 13XII, but the Hotel Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction. Such damage or destruction shall not terminate this Lease; provided, however, provided that if Lessee cannot within a reasonable time obtain all necessary government governmental approvals, including building permits, licenses and licenses, conditional use permitspermits and any certificates of need, after diligent efforts to do so, in order to be able to perform all required repair and restoration work and to operate the Hotel Facility for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Leasedestruction, Lessee may either (i) offer pursuant to Article XX to substitute a new property, substantially equivalent to the Leased Property immediately before such damage or destruction, or (ii) after the fourth anniversary of the Commencement Date, offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Minimum Repurchase Price of the Leased Property, determined without regard Property immediately prior to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lesseedestruction. (c) If In the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13, Lessee shall be obligated to contribute any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restoration. (d) If event Lessor accepts LesseeLxxxxx’s offer to purchase the Leased Property under this Articleor to provide a Substitute Property, this Lease shall terminate as to the Leased Property upon payment of the purchase priceprice and execution and delivery of all appropriate documentation, or execution and delivery of all documents required in connection with a Substitute Property under Article XX, and Lessor shall remit to Lessee, or allow Lessee a credit toward the purchase price in an amount equal to, all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if If during the Term Lease Term, the Leased Property is Premises are totally or partially damaged or destroyed by from a risk covered by the types of insurance described in Article 13 12 and the Hotel Leased Premises is thereby is rendered Unsuitable for its Primary Intended Use, Lessee Landlord shall, to the extent that insurance proceeds have been made available therefor, within ninety (90) days of the occurrence (but only if the necessary insurance proceeds have been received by Landlord), commence the restoration process for the Leased Premises so damaged or destroyed to substantially the same (or better) condition as their condition immediately prior to such damage or destruction, and diligently prosecute the same to completion; provided, however, nothing in this Lease shall be construed to require Landlord to expend in connection with the repair or reconstruction of the Leased Premises an amount greater than the actual insurance proceeds made available to Landlord. Such damage or destruction shall not terminate this Lease. Only an agreement in writing between Tenant and Landlord to terminate this Lease and/or Landlord’s inability to obtain all necessary government approvals, within a reasonable time, including building permits, licenses, and/or conditional use permits after diligent efforts to do so, shall terminate this Lease. Landlord shall give Tenant written notice thereof, and this Lease shall terminate as of the later of (a) the first day of the calendar month following the date of delivery of the notice to Tenant or (b) fifteen (15) Business Days after the date of delivery of the notice to Tenant. Tenant may elect, at Lesseeany time subsequent to such damage or destruction, upon Landlord’s optionprior written consent which shall not be unreasonably withheld, either (1) to commence such restoration at Tenant’s own expense, and shall diligently prosecute the same to completion. If Tenant elects to undertake the restoration of the Leased Premises so damaged or destroyed it shall restore the Hotel Leased Premises to substantially the same (or better) condition as the condition immediately prior to such damage or destruction. Tenant shall have the right to be reimbursed from the insurance proceeds, for its external expenses (i.e., exclusive of general overhead such as salaries for its employees) related to such restoration. (b) If during the Lease Term, the Leased Premises is totally or partially destroyed from a risk covered by the types of insurance described in Article 12, but the Leased Premises is not thereby rendered Unsuitable for its Primary Intended Use, within ninety (90) days of the occurrence (if the necessary funds have been received by Landlord), Landlord shall commence the restoration process to restore the Leased Premises so damaged or destroyed to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease, or (2) offer to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price of the Leased Property. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceeds. (b) Except as provided in Section 14.6, if during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13, but the Hotel is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Hotel to substantially diligently prosecute the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leaseto completion. Such damage or destruction shall not terminate this Lease; provided. Tenant may elect, howeverat any time subsequent to such damage or destruction, that if Lessee canupon Landlord’s prior written consent which shall not within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do sobe unreasonably withheld, to perform all required repair commence such restoration at Tenant’s own expense, and shall diligently prosecute the same to completion. If Tenant elects to undertake the restoration work and of the Leased Premises so damaged or destroyed it shall restore the Leased Premises to operate the Hotel for its Primary Intended Use in substantially the same manner (or better) condition as that existing the condition immediately prior to such damage or destruction and otherwise in accordance with destruction. Tenant shall have the terms of the Lease, Lessee may offer right to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor reimbursed from the insurance it maintains as required under Article 13, Lessee shall be obligated to contribute any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application its external expenses related to the cost of repair and such restoration. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.614.2.1 If, if during the Term the Term, any Leased Property is totally or partially destroyed by from a risk covered by the insurance described in Article 13 XIII and the Hotel thereby Facility located thereon is rendered Unsuitable for its Its Primary Intended Use, Lessee shall, at Lessee’s option, Tenant shall either (1A) restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction, or (B) offer to acquire the applicable Leased Property from Lessor for a purchase price equal to the Fair Market Value Purchase Price of the Leased Property immediately prior to such damage or destruction. In the event Lessor does not accept Tenant’s aforesaid offer to purchase, Tenant may (i) withdraw its offer to purchase the Leased Property and proceed to restore the Facility to substantially the same condition as existed immediately before the damage or destruction or (ii) provided and otherwise on the conditions that, at the time of such damage or destruction, Tenant had in accordance with full force and effect the terms insurance required under Section 13.1.1 and Section 13.1.2 above, there exists no defense to, or limitation upon, the insurer’s coverage of such damage or destruction under such insurance, and Tenant pays to Lessor, on or prior to the hereinafter described termination, the amount of any deductible or other uninsured portion of the Leaseloss resulting from any such damage or destruction, or (2) offer terminate this Lease as to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price of the Leased Property. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and in which event Lessor shall be entitled to retain all the insurance proceeds. (b) Except as provided in Section 14.614.2.2 If, if during the Term the Term, any Leased Property is totally or partially destroyed by from a risk covered by the insurance described in Article 13XIII, but the Hotel Facility located thereon is not thereby rendered Unsuitable for its Primary Intended Use, Lessee Tenant shall restore the Hotel such Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel for its Primary Intended Use in substantially the same manner Lease as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) Section 14.2.3 If the cost of the repair or restoration of any Leased Property exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13XIII, Lessee Tenant shall be obligated to contribute any excess amounts needed to restore such Leased Property. Prior to commencement of construction, Tenant shall either (a) provide Lessor with an irrevocable, unconditional, freely transferable letter of credit issued by a Lending Institution, in the Hotel. Such full amount of such difference and in form and substance acceptable to Lessor (and Lessor shall be paid entitled to draw thereon if Tenant fails to proceed diligently with such construction or to pay its contractors for such construction in a timely manner or to renew or extend such letter of credit at any time the same is scheduled to expire within forty-five (45) days, and the funds from any such draw shall be held in trust and be disbursed by Lessee Lessor as provided in subsection (b) below and elsewhere in this Article XIV), or (b) pay such difference to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing accountby Lessor, together with any other insurance proceeds, for application to the cost of repair and restoration. (d) If Section 14.2.4 In the event Lessor accepts LesseeTenant’s offer to purchase the applicable Leased Property under this Articleas provided above, this Lease shall terminate as to the applicable Leased Property upon payment of the purchase priceprice and the provisions of Section 40.16 hereof shall apply. Upon receipt of the purchase price from Tenant, and Lessor shall remit to Lessee Tenant all insurance proceeds pertaining to the such Leased Property being then held in trust by Lessor or any third party designated by Lessor and shall assign to Tenant all of Lessor’s rights in and to any insurance proceeds payable on account of such damage or destruction.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.614.7, if during the Term the Leased Property is totally or partially destroyed by from a risk covered by the insurance described in Article 13 XIII and the Hotel Facility is thereby is rendered Unsuitable for its Primary Intended Use, Lessee shall, at Lessee’s shall have the option, either by giving written notice to Lessor within sixty (160) days following the date of such destruction, to (i) restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction, or (2ii) offer to acquire so long as no Default or Event of Default then exists, and so long as no such Default or Event of Default exists at the time of the closing of such purchase, purchase the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Fair Market Value Purchase Price of the Leased Property. If Lessee restores Property immediately prior to such damage or destruction, or (iii) so long as the Hoteldamage or destruction was not caused by the negligence of Lessee, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditionsits agents, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Propertyservants, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) daysemployees or contractors, Lessee may withdraw its offer to purchase the Leased Property terminate this Lease and, if so withdrawnin this event, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all the insurance proceeds, and Lessee shall pay to Lessor on demand the amount of any deductible or uninsured loss arising in connection therewith. In the event Lessee purchases the Leased Property pursuant to this Section 14.2(a), the terms set forth in Article XVIII shall apply and the sale/purchase must be closed within ninety (90) days after the date of the written notice from Lessee to Lessor of Lessee's intent to purchase, unless a different closing date is agreed upon in writing by Lessor and Lessee. (b) Except as provided in Section 14.614.7, if during the Term the Leased Property is Improvements and/or the Fixtures are totally or partially destroyed by from a risk covered by the insurance described in Article 13XIII, but the Hotel Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government governmental approvals, including building permits, licenses and licenses, conditional use permitspermits and any certificates of need, after good faith diligent efforts to do so, in order to be able to perform all required repair and restoration work and to operate the Hotel Facility for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction destruction, so long as no Default or Event of Default then exists and otherwise in accordance with so long as no such Default or Event of Default exists at the terms time of the Leaseclosing of such purchase, Lessee may offer shall have the option, by giving written notice to Lessor within sixty (60) days following the date of such damage or destruction, to purchase the Leased Property for a purchase price equal to the Rejectable Offer Fair Market Value Purchase Price of the Leased Property, determined without regard Property immediately prior to such damage or destruction if insurance proceeds are available destruction. In the event Lessee purchases the Leased Property pursuant to restore the Hotel. If Lessee makes such offer and Lessor does not accept the samethis Section 14.2(b), Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms set forth in Article XVIII shall apply and the sale/purchase must be closed within ninety (90) days after the date of the Lease. If written notice from Lessee restores the Hotelto Lessor of Lessee's intent to purchase, the insurance proceeds shall be paid out unless a different closing date is agreed upon in writing by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13XIII, Lessee shall be obligated to contribute any excess amounts amount needed to restore the HotelFacility prior to use of the insurance proceeds. Such difference amount shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, (or a Facility Lender if required) to be held in trust in an interest-bearing account, together with any other insurance proceeds, proceeds for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer In the event Lessee elects to purchase the Leased Property under as provided in this ArticleSection 14.1, and no Default or Event of Default exists at the time of the closing of such purchase, this Lease shall terminate as to the Leased Property upon payment of the purchase priceprice and transfer of title to the Leased Property to Lessee, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by LessorLessor or the Facility Lender on or prior to the closing of Lessee's purchase of the Leased Property.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if during the Term the Leased Property is totally or partially destroyed by a risk covered by the insurance described in Article 13 and XIII, whether or not such damage or destruction renders the Hotel thereby is rendered Facility Unsuitable for its Primary Intended Use, Lessee shallshall be obligated, at Lessee’s optionbut only to the extent of any insurance proceeds made available to Lessee and any other sums advanced by Lessor pursuant to the next sentence, either (1) to restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. If the insurance proceeds are not adequate to restore the Facility to that condition, or (2) offer each of Lessor and Lessee shall have the right to acquire the Leased Property from terminate this Lease, without in any way affecting any other leases in effect between Lessor for a purchase price equal and Lessee, by giving Notice to the Rejectable Offer Price other and all insurance proceeds shall be retained by Lessor; provided, however, that, if such termination is by Lessee, Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Lessee’s Notice of termination, a Notice to Lessee of Lessor’s unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Leased Propertyinsurance proceeds. If this Lease is not terminated and Lessee restores the HotelFacility, the insurance proceeds proceeds, and any other sums made available by Lessor as aforesaid, shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceedsretained by Lessor. (b) Except as provided in Notwithstanding the provisions of Section 14.614.2(a) above, if during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13, but the Hotel is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Hotel to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel Facility for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, either Lessor or Lessee may offer to purchase the Leased Property for a purchase price equal terminate this Lease by providing Notice to the Rejectable Offer Price of the Leased Propertyother party, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer in any way affecting any other Leases then in effect between Lessor and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13, Lessee shall be obligated to contribute any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if during the Term the Leased Property is totally or partially destroyed by a risk covered by the insurance described in Article 13 and Section 13, whether or not such damage or destruction renders the Hotel thereby is rendered Facility Unsuitable for its Primary Intended Use, Lessee shallTenant shall be obligated, at Lessee’s optionbut only to the extent of any insurance proceeds made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, either (1) to restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. If the insurance proceeds are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other and all insurance proceeds shall be retained by Landlord; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant’s Notice of termination, a Notice to Tenant of Landlord’s unconditional, legally binding obligation to be responsible for all restoration costs in excess of the insurance proceeds. If this Lease is terminated by either party as aforesaid (and such termination is not nullified by Landlord) and if the inadequacy of insurance proceeds was the result of Landlord’s failure to maintain the proper insurance coverages as required pursuant to Section 13, Landlord shall, within one hundred eighty (180) days after such termination, either (i) pay to Tenant the Fair Market Value of the leasehold estate hereunder as of the termination date or (2ii) offer to acquire lease to Tenant one or more hotel facilities pursuant to one or more leases that would create for Tenant leasehold estates having an aggregate Fair Market Value no less than the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price Fair Market Value of the Leased Propertyleasehold estate hereunder, as of the date of termination. If Lessee this Lease is not terminated and Tenant restores the HotelFacility, the insurance proceeds proceeds, and any other sums made available by Landlord as aforesaid, shall be paid out by Lessor Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceedsretained by Landlord. (b) Except as provided in Notwithstanding the provisions of Section 14.614.2(a) above, if during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13, but the Hotel is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Hotel to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee Tenant cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel Facility for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee either Landlord or Tenant may offer to purchase the Leased Property for a purchase price equal terminate this Lease by providing Notice to the Rejectable Offer Price of the Leased Propertyother party, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13, Lessee shall be obligated to contribute any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with way affecting any other insurance proceeds, for application to the cost of repair Leases then in effect between Landlord and restorationTenant. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section SECTION 14.6, if during the Term the Leased Property is totally or partially destroyed by a risk covered by the insurance described in Article 13 and ARTICLE XIII, whether or not such damage or destruction renders the Hotel thereby is rendered Facility Unsuitable for its Primary Intended Use, ----------------------- Lease Agreement Lessee shallshall be obligated, at Lessee’s optionbut only to the extent of any insurance proceeds made available to Lessee and any other sums advanced by Lessor pursuant to the next sentence, either (1) to restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. If the insurance proceeds are not adequate to restore the Facility to that condition, or (2) offer each of Lessor and Lessee shall have the right to acquire the Leased Property from terminate this Lease, without in any way affecting any other leases in effect between Lessor for a purchase price equal and Lessee, by giving Notice to the Rejectable Offer Price other and all insurance proceeds shall be retained by Lessor; provided, however, that, if such termination is by Lessee, Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Lessee's Notice of termination, a Notice to Lessee of Lessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Leased Propertyinsurance proceeds. If this Lease is not terminated and Lessee restores the HotelFacility, the insurance proceeds proceeds, and any other sums made available by Lessor as aforesaid, shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceedsretained by Lessor. (b) Except as provided in Section 14.6Notwithstanding the provisions of SECTION 14.2(a) above, if during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13, but the Hotel is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Hotel to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel Facility for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, either Lessor or Lessee may offer to purchase the Leased Property for a purchase price equal terminate this Lease by providing Notice to the Rejectable Offer Price of the Leased Propertyother party, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer in any way affecting any other Leases then in effect between Lessor and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13, Lessee shall be obligated to contribute any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6With respect to any Facility, if during the Term the portion of the Leased Property relating thereto is totally or partially destroyed by from a risk covered by the insurance described in Article 13 XIII and such portion of the Hotel Leased Property is thereby is rendered Unsuitable for its Primary Intended UseUse (the "Impacted Facility"), Lessee shallshall elect, at Lessee’s optionby giving written notice to Lessor within sixty (60) days following the date of such destruction, either one of the following: (1i) to restore such portion of the Hotel Leased Property relating to such Impacted Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction, or (2ii) offer so long as no Event of Default then exists and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, and subject to acquire Section 36.2, to purchase such portion of the Leased Property from Lessor for a purchase price the Option Price, in which case all insurance proceeds payable pursuant to Section 14.1 shall be paid over to, or retained by, Lessee. The "Option Price" shall be equal to the Rejectable Offer greater of (1) the Fair Market Value Purchase Price of such portion of the Leased Property. If Lessee restores Property and (2) the Hotel, sum of the insurance proceeds shall be paid out Allocated Lease Base for such Impacted Facility and the actual costs of any Capital Additions funded by Lessor from time to time for with respect thereto. In the reasonable costs event Lessee purchases such portion of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property pursuant to this Section 14.2(a), the terms set forth in Article XVIII shall apply and the sale/purchase must be closed within ninety sixty (9060) daysdays after the date of the written notice from Lessee to Lessor of Lessee's intent to purchase, Lessee may withdraw its offer unless a different closing date is agreed upon in writing by Lessor and Lessee. For purposes of any appraisal conducted in accordance with this Section, such appraisal shall not take into account the damage or destruction giving rise to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceedsLessee's rights hereunder. (b) Except as provided in Section 14.6With respect to any Facility, if if, during the Term Term, the portion of the Leased Property relating thereto is totally or partially destroyed by from a risk covered by the insurance described in Article 13XIII, but such portion of the Hotel Leased Property is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such portion of the Hotel Leased Property to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel for its Primary Intended Use in substantially the same manner as that existing immediately prior Lease with respect to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price portion of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If With respect to each Facility, if the cost of the repair or restoration of the portion of the Leased Property relating thereto exceeds the amount of insurance proceeds received by Lessor from the insurance it maintains as required under Article 13XIII, Lessee shall be obligated to contribute any excess amounts amount needed to restore the Hotelportion of the Leased Property relating to such Facility prior to use of the insurance proceeds. Such difference amount shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, (or a Facility Lender if required) to be held in trust in an interest-bearing account, together with any other insurance proceeds, proceeds for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer With respect to each Facility, in the event Lessee elects to purchase the portion of the Leased Property under relating to such Facility as provided in this ArticleSection 14.2, and, so long as no Event of Default then exists and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, this Lease shall 44 terminate as with respect to such portion of the Leased Property upon payment of the purchase priceprice the Base Rent shall be reduced in accordance with Section 5.2, and Lessor shall transfer to Lessee its rights in or remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by LessorLessor or the Facility Lender on or prior to the closing of Lessee's purchase of such portion of the Leased Property.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if during the Term the Leased Property is totally or partially destroyed by a risk covered by the insurance described in Article 13 and 13, whether or not such damage or destruction renders the Hotel thereby is rendered Facility Unsuitable for its Primary Intended Use, Lessee shallshall be obligated, at Lessee’s optionbut only to the extent of any insurance proceeds made available to Lessee and any other sums advanced by Lessor pursuant to the next sentence, either (1) to restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. If the insurance proceeds are not adequate to restore the Facility to that condition, each of Lessor and Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Lessor and Lessee, by giving Notice to the other and all insurance proceeds shall be retained by Lessor; provided, however that, if such termination is by Lessee, Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Lessee’s Notice of termination, a Notice to Lessee of Lessor’s unconditional, legally binding obligation to be responsible for all restoration costs in excess of the insurance proceeds. If this Lease is terminated by either party as aforesaid (and such termination is not nullified by Lessor) and if the inadequacy of insurance proceeds was the result of Lessor’s failure to maintain the proper insurance coverages as required pursuant to Article 13, Lessor shall, within one hundred eighty (180) days after such termination, either (i) pay to Lessee the Fair Market Value of the leasehold estate hereunder as of the termination date or (2ii) offer to acquire lease to Lessee one or more hotel facilities pursuant to one or more leases that would create for Lessee leasehold estates having an aggregate Fair Market Value no less than the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price Fair Market Value of the Leased Propertyleasehold estate hereunder, as of the date of termination. If this Lease is not terminated and Lessee restores the HotelFacility, the insurance proceeds proceeds, and any other sums made available by Lessor as aforesaid, shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceedsretained by Lessor. (b) Except as provided in Notwithstanding the provisions of Section 14.614.2(a) above, if during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13, but the Hotel is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Hotel to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel Facility for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, either Lessor or Lessee may offer to purchase the Leased Property for a purchase price equal terminate this Lease by providing Notice to the Rejectable Offer Price of the Leased Propertyother party, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer in any way affecting any other Leases then in effect between Lessor and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13, Lessee shall be obligated to contribute any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if If during the Term the Leased Property is totally or partially destroyed by a risk covered by the insurance described in Article 13 ARTICLE XIII and the Hotel Facility thereby is rendered Unsuitable or Uneconomic for its Primary Intended Use, this Lease shall terminate as of the date of the casualty and neither Lessor nor Lessee shallshall have any further liability hereunder except for any liabilities which have arisen prior to or which survive such termination; provided, at however, that the Lease shall not terminate pursuant to this SECTION 14.2(a) while the Submanagement Agreement is in effect unless the Facility suffers a Total Casualty (as that term is defined in the Submanagement Agreement) and pursuant thereto the Primary Management Agreement and Submanagement Agreement are terminated. Upon termination of the Lease pursuant to this SECTION 14.2(a), Lessor shall be entitled to retain all insurance proceeds except for any amount thereof paid with respect to Lessee’s option's Personal Property and Lessor shall pay to Lessee a Termination Fee determined in accordance with SECTION 33.1(c) as of the date immediately prior to the destruction; provided that there shall be credited against such Termination Fee an amount equal to any business interruption proceeds received by Lessee. The Termination Fee shall be paid on the later of the date the Lease is terminated or the date the Termination Fee is determined pursuant to SECTION 33.1(c). The provisions of this SECTION 14.2(a) shall survive the expiration or earlier termination of this Lease. (b) If during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in ARTICLE XIII, either (1) but the Facility is not thereby rendered Unsuitable or Uneconomic for its Primary Intended Use or, so long as the Submanagement Agreement is in effect, the Facility does not suffer a Total Casualty. Lessor shall with all reasonable dispatch, following payment of the insurance proceeds, restore the Hotel Leased Property to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease, and this Lease shall not terminate as a result of such damage or destruction. Not withstanding anything of the contrary contained in this Section 14.2, if the Facility suffers a minor Casualty (2) offer to acquire as defined in the Submanagement Agreement), then Submanager shall process the applicable claim and restore the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price pursuant Section 6.03.A of the Leased Property. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceeds. (b) Except as provided in Section 14.6, if during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13, but the Hotel is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Hotel to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to LesseeSubmanagement Agreement. (c) If the Facility is to be restored in accordance with the provisions of SECTION 14.2(b) and if the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13ARTICLE XIII, Lessee Lessor shall be obligated to contribute pay any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restorationLeased Property. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6With respect to any Facility, if during the Term the portion of the Leased Property relating thereto is totally or partially destroyed by from a risk covered by the insurance described in Article 13 XIII and such portion of the Hotel Leased Property is thereby is rendered Unsuitable for its Primary Intended UseUse (the “Impacted Facility”), Lessee shallshall elect, at Lessee’s optionby giving written notice to Lessor within sixty (60) days following the date of such destruction, either one of the following: (1i) to restore such portion of the Hotel Leased Property relating to such Impacted Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction, or (2ii) offer so long as no Event of Default then exists and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, and subject to acquire Section 36.2, to purchase such portion of the Leased Property from Lessor for a purchase price the Option Price, in which case all insurance proceeds payable pursuant to Section 14.1 shall be paid over to, or retained by, Lessee. The “Option Price” shall be equal to the Rejectable Offer greater of (1) the Fair Market Value Purchase Price of such portion of the Leased Property. If Lessee restores Property and (2) the Hotel, sum of the insurance proceeds shall be paid out Allocated Development Costs for such Impacted Facility and the actual costs of any Capital Additions funded by Lessor from time to time for with respect thereto. In the reasonable costs event Lessee purchases such portion of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property pursuant to this Section 14.2(a), the terms set forth in Article XVIII shall apply and the sale/purchase must be closed within ninety sixty (9060) daysdays after the date of the written notice from Lessee to Lessor of Lessee’s intent to purchase, Lessee may withdraw its offer unless a different closing date is agreed upon in writing by Lessor and Lessee. For purposes of any appraisal conducted in accordance with this Section, such appraisal shall not take into account the damage or destruction giving rise to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceedsLessee’s rights hereunder. (b) Except as provided in Section 14.6With respect to any Facility, if if, during the Term Term, the portion of the Leased Property relating thereto is totally or partially destroyed by from a risk covered by the insurance described in Article 13XIII, but such portion of the Hotel Leased Property is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such portion of the Hotel Leased Property to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel for its Primary Intended Use in substantially the same manner as that existing immediately prior Lease with respect to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price portion of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If With respect to each Facility, if the cost of the repair or restoration of the portion of the Leased Property relating thereto exceeds the amount of insurance proceeds received by Lessor from the insurance it maintains as required under Article 13XIII, Lessee shall be obligated to contribute any excess amounts amount needed to restore the Hotelportion of the Leased Property relating to such Facility prior to use of the insurance proceeds. Such difference amount shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, (or a Facility Lender if required) to be held in trust in an interest-bearing account, together with any other insurance proceeds, proceeds for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer With respect to each Facility, in the event Lessee elects to purchase the portion of the Leased Property under relating to such Facility as provided in this ArticleSection 14.2, and, so long as no Event of Default then exists and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, this Lease shall terminate as with respect to such portion of the Leased Property upon payment of the purchase priceprice the Base Rent shall be reduced in accordance with Section 5.2, and Lessor shall transfer to Lessee its rights in or remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by LessorLessor or the Facility Lender on or prior to the closing of Lessee’s purchase of such portion of the Leased Property.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if If during the Term the Leased Property is totally or partially damaged or destroyed by a risk covered by the insurance described in Article 13 XIII and the Hotel Facility thereby is rendered Unsuitable for its Primary Intended Use or following such casualty the Facility is uneconomic for its Primary Intended Use, Lessee Lessor shall, at Lessee’s Lessor's option, either (1) restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease, or (2) offer terminate this Lease by Notice to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price of the Leased Property. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property given within ninety (90) daysdays of the date of such damage or destruction. If Lessor determines to terminate this Lease, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to will terminate as of the Leased Property date specified in Lessor's notice not later than sixty (60) after such notice without further liability hereunder (other than liability stated to survive the expiration or termination hereof) and Lessor shall be entitled to retain all insurance proceeds. (b) Except as provided in Section 14.6, if during the Term the Leased Property is partially damaged or destroyed by a risk covered by the insurance described in Article 13XIII, but the Hotel Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee provided the Facility is not unecomonic for its Primary Intended Use, Lessor shall restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of this Lease to the Leaseextent it can reasonably do so with the net insurance proceeds actually received in respect to such damage or destruction. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee Lessor cannot within a reasonable time time, obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, in order to be able to perform all required repair and restoration work and to operate the Hotel Facility for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the this Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and terminate on the date which is thirty (30) days after Lessor shall have notified the Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the passage in such Lessor's reasonable costs determination of such restoration upon satisfaction reasonable period of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lesseetime. (c) If Lessor elects to repair or restore the Leased Property, and the cost of the repair or restoration exceeds the net amount of proceeds received by Lessor from the insurance it maintains as required under Article 13XIII, Lessee Lessor shall be obligated to contribute any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restorationLeased Property. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6With respect to any Facility, if during the Term the portion of the Leased Property relating thereto is totally or partially destroyed by from a risk covered by the insurance described in Article 13 XIII and such portion of the Hotel Leased Property is thereby is rendered Unsuitable for its Primary Intended UseUse (the "Impacted Facility"), Lessee shallshall elect, at Lessee’s optionby giving written notice to Lessor within sixty (60) days following the date of such destruction, either one of the following: (1i) to restore such portion of the Hotel Leased Property relating to such Impacted Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction, or (2ii) offer so long as no Event of Default then exists and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, and subject to acquire Section 36.2, to purchase such portion of the Leased Property from Lessor for a purchase price the Option Price, in which case all insurance proceeds payable pursuant to Section 14.1 shall be paid over to, or retained by, Lessee. The "Option Price" shall be equal to the Rejectable Offer greater of (1) the Fair Market Value Purchase Price of such portion of the Leased Property. If Lessee restores Property and (2) the Hotel, sum of the insurance proceeds shall be paid out Allocated Lease Base for such Impacted Facility and the actual costs of any Capital Additions funded by Lessor from time to time for with respect thereto. In the reasonable costs event Lessee purchases such portion of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property pursuant to this Section 14.2(a), the terms set forth in Article XVIII shall apply and the sale/purchase must be closed within ninety sixty (9060) daysdays after the date of the written notice from Lessee to Lessor of Lessee's intent to purchase, Lessee may withdraw its offer unless a different closing date is agreed upon in writing by Lessor and Lessee. For purposes of any appraisal conducted in accordance with this Section, such appraisal shall not take into account the damage or destruction giving rise to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceedsLessee's rights hereunder. (b) Except as provided in Section 14.6With respect to any Facility, if if, during the Term Term, the portion of the Leased Property relating thereto is totally or partially destroyed by from a risk covered by the insurance described in Article 13XIII, but such portion of the Hotel Leased Property is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such portion of the Hotel Leased Property to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel for its Primary Intended Use in substantially the same manner as that existing immediately prior Lease with respect to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price portion of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If With respect to each Facility, if the cost of the repair or restoration of the portion of the Leased Property relating thereto exceeds the amount of insurance proceeds received by Lessor from the insurance it maintains as required under Article 13XIII, Lessee shall be obligated to contribute any excess amounts amount needed to restore the Hotelportion of the Leased Property relating to such Facility prior to use of the insurance proceeds. Such difference amount shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, (or a Facility Lender if required) to be held in trust in an interest-bearing account, together with any other insurance proceeds, proceeds for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer With respect to each Facility, in the event Lessee elects to purchase the portion of the Leased Property under relating to such Facility as provided in this ArticleSection 14.2, and, so long as no Event of Default then exists and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, this Lease shall terminate as with respect to such portion of the Leased Property upon payment of the purchase priceprice the Base Rent shall be reduced in accordance with Section 5.2, and Lessor shall transfer to Lessee its rights in or remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by LessorLessor or the Facility Lender on or prior to the closing of Lessee's purchase of such portion of the Leased Property.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.614.5, if during the Term the Leased Property is totally or partially destroyed by a risk covered by the insurance described in Article 13 XIII and the Hotel Facility thereby is rendered Unsuitable for its Primary Intended Use, Lessee shall, at Lessee’s option, either (1) restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease, or (2) offer to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price of the Leased Property. If Lessee restores the HotelFacility, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) 90 days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceeds. (b) Except as provided in Section 14.614.5, if during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13XIII, but the Hotel Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel Facility for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee may make a written offer to Lessor to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, Property determined without regard to such damage or destruction if insurance proceeds are available to restore the Hoteldestruction. If Lessee makes such offer and Lessor does not accept the samesame within 30 days after Lessee delivers its offer to Lessor, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel Facility to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the HotelFacility, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13XIII, Lessee shall be obligated to contribute any excess amounts needed to restore the HotelFacility prior to commencing work thereon. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefortherefore, to be held in trust in an interest-bearing accounttrust, together with any other insurance proceeds, for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if If during the Term the Leased Property is totally or partially destroyed by a risk covered by the insurance described in Article 13 and the Hotel Facility thereby is rendered Unsuitable for its Primary Intended Use, Lessee shall, at Lessee’s option, either (1) restore the Hotel to substantially the same condition Lease shall terminate as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease, or (2) offer to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price date of the Leased Property. If Lessee restores the Hotel, the insurance proceeds shall be paid out by casualty and neither Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, nor Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without have any further liability hereunder except for any liabilities which have arisen prior to or which survive such termination, and Lessor shall be entitled to retain all insurance proceedsproceeds except for any amount thereof paid with respect to Lessee's Personal Property. (b) Except as provided in Section 14.6, if If during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13, but the Hotel Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessor or, at the election of Lessor, Lessee shall restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the HotelFacility, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessor except for any amount thereof paid with respect to Lessee's Personal Property. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13, Lessee Lessor shall be obligated agree to contribute any excess amounts needed to restore the HotelFacility prior to requiring 50 57 Lessee to commence such work. Such difference shall be paid made available by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restorationrestoration in accordance with the provisions of Section 14.2(b). (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.615.7, if during the Term a portion of the Leased Property is totally or partially substantially destroyed by a risk covered by the insurance described in Article 13 and XIV so that the Hotel Facility thereby is rendered Unsuitable unsuitable for its Primary Intended UseUse (taking into account all relevant factors, Lessee shallincluding but not limited to the number of useable beds, the amount of square footage reasonably available for use by Tenant and the type and amount of Gross Revenues lost) (the "IMPACTED FACILITY"), Tenant shall at Lessee’s option, its option either (1i) restore the Hotel Impacted Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease, or (2ii) offer to acquire the Leased Property from Lessor Landlord for a purchase price equal to the Rejectable Offer greater of the Minimum Repurchase Price or the Fair Market Value Purchase Price of the Leased PropertyProperty immediately prior to such damage or destruction, or (iii) terminate the Lease with respect to the Property effective upon Landlord's receipt of the insurance proceeds and any "Shortfall" (as hereinafter defined) and in such event Landlord shall be entitled to retain or collect for its own benefit the insurance proceeds, provided that, in the event the amount of the insurance proceeds received by Landlord are less than the amounts which would be payable in the aggregate under the insurance policies specified in Section 14.1(a) such termination shall not be effective until Tenant pays Landlord the amount of such shortfall ("SHORTFALL") in cash. If Lessee Tenant restores the HotelImpacted Facility, the insurance proceeds shall be paid out by Lessor Landlord to Tenant or its designee from time to time as reasonably requested by Tenant to pay for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lesseeretained by Tenant. If Lessee Tenant acquires the Leased Property, Lessee shall receive the all applicable insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor proceeds shall be entitled to retain all insurance proceedsthe property of Tenant. (b) Except as provided in Section 14.615.7, if during the Term Term, the Leased Property is Improvements or Fixtures are partially destroyed by due to a risk covered by the insurance described in Article 13, XIV but the Hotel Impacted Facility is not thereby rendered Unsuitable unsuitable for its Primary Intended Use, Lessee shall restore the Hotel to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee.the (c) If Tenant elects to repair or restore any damage or destruction to the Property and the cost of the any such repair or restoration exceeds the amount of proceeds received by Lessor Landlord from the insurance it maintains as required under Article 13XIV, Lessee Tenant shall be obligated to contribute any and all excess amounts needed necessary to repair or restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restorationFacility. (d) If Lessor Landlord accepts Lessee’s Tenant's offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, price therefor and Lessor Landlord shall thereupon remit to Lessee Tenant all insurance proceeds pertaining to the Leased Property being held less Landlord's reasonable expenses, including attorneys' fees, and assign Landlord's rights in trust by Lessorany uncollected insurance proceeds to Tenant.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if If during the Term the Leased Property is totally or partially destroyed by a risk covered by the insurance described in Article 13 XIII and the Hotel thereby is rendered Unsuitable for its Primary Intended Use, Lessee shallLessor, at Lessee’s option, its sole option shall either (1i) restore the Hotel within a nine (9) month period from date of damage to substantially the same quality and condition as existed immediately before prior to the damage and so that it is no longer Unsuitable for its Primary Intended Use and such destruction shall not terminate this Lease and all obligations of Lessee hereunder shall remain unabated during such restoration period or destruction and otherwise in accordance with the terms (ii) terminate this Lease as of the Lease, or (2) offer to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price date of the Leased Property. If Lessee restores the Hotel, the insurance proceeds shall be paid out by casualty and neither Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, nor Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without have any further liability hereunder hereunder, except for any liabilities which have arisen prior to or which survive such termination, and Lessor shall be entitled to retain all insurance proceedsproceeds except for any amount thereof paid with respect to Lessee's Personal Property. Lessor shall give Lessee notice of its decision within thirty (30) days of the event of destruction. Regardless of whether Lessor terminates this Lease pursuant to the provisions of this Section 14.2, the Base Rent under the Master Lease Agreement shall be reduced as provided in the Master Lease Agreement. If Lessor terminates this Lease pursuant to the provisions of this Section 14.2, the Percentage Rent thresholds under the Master Lease Agreement shall be adjusted as provided in the Master Lease Agreement. (b) Except as provided in Section 14.6, if If during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13XIII, but the Hotel is not thereby rendered Unsuitable for its Primary Intended Use, Lessee Lessor shall, or Lessee, at the request of and at the expense of Lessor, shall restore the Hotel to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the this terms of the Lease. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, Lease either Lessor or Lessee may offer to purchase the Leased Property for a purchase price equal terminate this Lease upon notice to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotelother. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessorrestoration. Except for any amounts thereof paid with respect to Lessee's Personal Property which shall be paid to Lessee, and any excess proceeds remaining after such restoration shall be paid to Lesseethe party undertaking the restoration. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains maintained as required under Article 13XIII, Lessee Lessor shall be obligated to contribute any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Articlerepair, this Lease shall terminate as to the Leased Property upon payment of the purchase pricereplacement, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held restoration in trust by Lessoraccord with Article XIV.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if If during the Term Lease Term, the Leased Property is Premises are totally or partially damaged or destroyed by from a risk covered by the types of insurance described in Article 13 12 and the Hotel thereby Leased Premises is rendered Unsuitable for its Primary Intended Use, Lessee shall, at Lessee’s option, either (1) restore the Hotel to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease, or (2) offer to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price of the Leased Property. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceeds. (b) Except as provided in Section 14.6, if during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13, but the Hotel is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore Tenant shall, within ninety (90) days of the Hotel occurrence, either (i) commence the restoration of the Leased Premises so damaged or destroyed to substantially the same (or better) condition as existed their condition immediately before prior to such damage or destruction, and diligently prosecute the same to completion, or (ii) elect to terminate this Lease. Such election to terminate shall be effective as of the later of (a) the first day of the calendar month following Tenant's delivery to Landlord of its written election to terminate or (b) fifteen (15) Business Days after the date of delivery of the notice to Landlord. If Tenant elects to restore the damage or destruction, the net proceeds of any insurance paid and received in respect of such damage or destruction shall be available to Tenant for such purpose as provided in this Article 13, and otherwise in accordance with the terms of the Lease. Such such damage or destruction shall not terminate this Lease; provided, however, that if Lessee Tenant cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and licenses, and/or conditional use permits after diligent efforts to do so, Tenant shall give Landlord written notice thereof; and this Lease shall terminate as of the later of (a) the first day of the calendar month following the date of delivery of the notice to Landlord or (b) fifteen (15) Business Days after the date of delivery of the notice to Landlord. (b) If during the Lease Term, the Leased Premises is totally or partially destroyed from a risk covered by the types of insurance described in Article 12, but the Leased Premises is not thereby rendered Unsuitable for its Primary Intended Use, within ninety (90) days of the occurrence, Tenant shall commence to restore the Leased Premises so damaged or destroyed to substantially the same condition as existed immediately before the damage or destruction and diligently prosecute the same to completion. The net proceeds of any insurance paid and received in respect of such damage or destruction shall be available to Tenant for such purpose as provided in this Article 13. Such damage or destruction shall not terminate this Lease; provided, however, if Tenant cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses, conditional use permits and any certificates of need, after diligent efforts to do so, in order to be able to perform all required repair and restoration work and to operate the Hotel Leased Premises in question for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction Use, Tenant shall give Landlord written notice thereof; and otherwise in accordance with the terms of the Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition terminate as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores later of (a) the Hotel, first day of the insurance proceeds shall be paid out by Lessor from time calendar month following the date of delivery of the notice to time for Landlord or (b) fifteen (15) Business Days after the reasonable costs date of such restoration upon satisfaction delivery of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid the notice to LesseeLandlord. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required Tenant terminates this Lease under Article 13, Lessee shall be obligated to contribute any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this ArticleSection 13.2, this Lease shall terminate as to the Leased Property upon payment of the purchase pricedescribed above, and Lessor Landlord shall remit be entitled to Lessee all insurance proceeds, including earnings thereon, exclusive, however, of any proceeds pertaining to the Leased Property being held of insurance covering Tenant's equipment used in trust by Lessorits business or other business related personal property and exclusive of proceeds from business interruption insurance.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.614.7, with respect to any Property, if during the Term the Leased such Property is totally or partially destroyed by from a risk covered by the insurance described in Article 13 XIII and the Hotel such Property is thereby is rendered Unsuitable for its Primary Intended UseUse (the “Casualty Impacted Property”), Lessee shallshall elect, at Lessee’s optionby giving written notice to Lessor within sixty (60) days following the date of such destruction, either one of the following: (1i) to restore the Hotel such Casualty Impacted Property to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction, or (2ii) offer so long as no Major Event of Default then exists, to acquire the Leased purchase such Casualty Impacted Property from Lessor for a purchase price equal the applicable Option Price, in which case all insurance proceeds payable pursuant to Section 14.1 with respect to the Rejectable Offer Price of the Leased Property. If Lessee restores the Hotel, the insurance proceeds Casualty Impacted Property shall be paid out by Lessor from time to time for over to, or retained by, Lessee and, the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration total Base Rent payable hereunder shall be paid reduced in accordance with Section 5.2, or (iii) so long as the damage or destruction was not caused by the gross negligence of Lessee, its agents, servants, employees or contractors, to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the this Lease with respect to the Leased Casualty Impacted Property without further liability and, in this event, the total Base Rent payable hereunder and shall be reduced in accordance with Section 5.2, Lessor shall be entitled to retain all the insurance proceeds, and Lessee shall pay to Lessor on demand, the amount of any deductible or uninsured loss arising in connection therewith. In the event Lessee purchases such Casualty Impacted Property pursuant to this Section 14.2(a), the terms set forth in Article XVIII shall apply and the sale/purchase must be closed within ninety (90) days after the date of the written notice from Lessee to Lessor of Lessee’s intent to purchase, unless a different closing date is agreed upon in writing by Lessor and Lessee. For purposes of any appraisal conducted in accordance with this Section, such appraisal shall not take into account the damage or destruction giving rise to Lessee’s rights hereunder. The “Option Price” for each Property shall be shall be an amount equal to the greater of (A) the Fair Market Value Purchase Price of such Property and (B) the Lease Base for such Property, as increased by an amount equal to the annual rate of increase in the CPI on each Adjustment Date. (b) Except as provided in Section 14.614.7, if with respect to any Property, if, during the Term the Leased Term, such Property is totally or partially destroyed by from a risk covered by the insurance described in Article 13XIII, but the Hotel such Property is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Hotel such Property to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction. Such damage or destruction shall not terminate this LeaseLease with respect to such Property; provided, however, if Lessor determines in its reasonable discretion that if Lessee cannot within a reasonable time obtain all necessary government governmental approvals, including building permits, licenses and licenses, conditional use permitspermits and any certificates of need, after good-faith, diligent efforts to do so, in order to be able to perform all required repair and restoration work and to operate the Hotel such Property for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms destruction, so long as no Major Event of the LeaseDefault then exists, Lessee may offer shall have the option, by giving written notice to Lessor within sixty (60) days following the date of such damage or destruction, to purchase the Leased such Property for a purchase price equal to the Rejectable Offer applicable Option Price (less the amount of any insurance proceeds held by Lessor). In the event Lessee purchases such Property pursuant to this Section 14.2(b), the terms set forth in Article XVIII shall apply and the sale/purchase must be closed within ninety (90) days after the date of the Leased Propertywritten notice from Lessee to Lessor of Lessee’s intent to purchase, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, unless a different closing date is agreed upon in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out writing by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If With respect to each Property, if the cost of the repair or restoration of such Property exceeds the amount of insurance proceeds received by Lessor from the insurance it maintains as required under Article 13Lessor, Lessee shall be obligated to contribute any excess amounts amount needed to restore such Property prior to use of the Hotelinsurance proceeds. Such difference amount shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, (or a Facility Lender if required) to be held in trust in an interest-bearing account, together with any other insurance proceeds, proceeds for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer With respect to each Property, in the event Lessee elects to purchase the Leased such Property under pursuant to this ArticleSection 14.2, this Lease shall terminate as with respect to the Leased such Property upon payment of the purchase priceprice and transfer of title to such Property to Lessee, the Base Rent shall be reduced in accordance with Section 5.2, and Lessor shall transfer to Lessee its rights in or remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by LessorLessor or the Facility Lender on or prior to the closing of Lessee’s purchase of such Property.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if during the Term the Leased Property is totally or partially destroyed by a risk covered by the insurance described in Article 13 and the Hotel Facility thereby is rendered Unsuitable for its Primary Intended Use, Lessee shall, at Lessee’s 's option, either (1) restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease, or (2) offer to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price of the Leased Property. If Lessee restores the HotelFacility, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s 's offer so to purchase the Leased Property within ninety (90) 90 days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all insurance proceeds. (b) Except as provided in Section 14.6, if during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13, but the Hotel Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel Facility for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee may make a written offer to Lessor to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, Property determined without regard to such damage or destruction if insurance proceeds are available to restore the Hoteldestruction. If Lessee makes such offer and Lessor does not accept the samesame within 30 days after Lessee delivers its offer to Lessor, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel Facility to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13, Lessee shall be obligated to contribute any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.the

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if If during the Term the Leased Property is totally or partially damaged or destroyed by a risk covered by the insurance described in Article 13 XIII and the Hotel Facility thereby is rendered Unsuitable for its Primary Intended Use or following such casualty the Facility is Uneconomic for its Primary Intended Use, Lessee Lessor shall, at Lessee’s Lessor's option, either (1) restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Lease, or (2) offer terminate this Lease by Notice to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price of the Leased Property. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property given within ninety (90) daysdays of the date of such damage or destruction. If Lessor determines to terminate this Lease, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to will terminate as of the Leased Property date specified in Lessor's notice not later than sixty (60) days after such notice without further liability hereunder (other than liability stated to survive the expiration or termination hereof) and Lessor shall be entitled to retain all insurance proceeds. (b) Except as provided in Section 14.6, if during the Term the Leased Property is partially damaged or destroyed by a risk covered by the insurance described in Article 13XIII, but the Hotel Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee provided the Facility is not unecomonic for its Primary Intended Use, Lessor shall restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of this Lease to the Leaseextent it can reasonably do so with the net insurance proceeds actually received in respect to such damage or destruction. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee Lessor cannot within a reasonable time time, obtain all necessary government approvals, including building permits, permits licenses and conditional use permits, after diligent efforts to do so, in order to be able to perform all required repair and restoration work and to operate the Hotel Facility for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the this Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and terminate on the date which is thirty (30) days after Lessor shall have notified the Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the passage in such Lessor's reasonable costs determination of such restoration upon satisfaction reasonable period of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lesseetime. (c) If Lessor elects to repair or restore the Leased Property, and the cost of the repair or restoration exceeds the net amount of proceeds received by Lessor from the insurance it maintains as required under Article 13XIII, Lessee Lessor shall be obligated to contribute any excess amounts needed to restore the Hotel. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing account, together with any other insurance proceeds, for application to the cost of repair and restorationLeased Property. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this Article, this Lease shall terminate as to the Leased Property upon payment of the purchase price, and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.614.2.1 If, if during the Term the Term, any Leased Property is totally or partially destroyed by from a risk covered by the insurance described in Article 13 ARTICLE XIII and the Hotel thereby Facility located thereon is rendered Unsuitable for its Its Primary Intended Use, Lessee shall, at Lessee’s option, Tenant shall either (1A) restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction, or (B) offer to acquire the applicable Leased Property from Lessor for a purchase price equal to the Fair Market Value Purchase Price of the Leased Property immediately prior to such damage or destruction. In the event Lessor does not accept Tenant’s aforesaid offer to purchase, Tenant may (i) withdraw its offer to purchase the Leased Property and proceed to restore the Facility to substantially the same condition as existed immediately before the damage or destruction or (ii) provided and otherwise on the conditions that, at the time of such damage or destruction, Tenant had in accordance with full force and effect the terms insurance required under Section 13.1.1 and Section 13.1.2 above, there exists no defense to, or limitation upon, the insurer’s coverage of such damage or destruction under such insurance, and Tenant pays to Lessor, on or prior to the hereinafter described termination, the amount of any deductible or other uninsured portion of the Leaseloss resulting from any such damage or destruction, or (2) offer terminate this Lease as to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price of the Leased Property. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased Property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase the Leased Property within ninety (90) days, Lessee may withdraw its offer to purchase the Leased Property and, if so withdrawn, Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and in which event Lessor shall be entitled to retain all the insurance proceeds. (b) Except as provided in Section 14.614.2.2 If, if during the Term the Term, any Leased Property is totally or partially destroyed by from a risk covered by the insurance described in Article 13ARTICLE XIII, but the Hotel Facility located thereon is not thereby rendered Unsuitable for its Primary Intended Use, Lessee Tenant shall restore the Hotel such Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction. Such damage or destruction shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and conditional use permits, after diligent efforts to do so, to perform all required repair and restoration work and to operate the Hotel for its Primary Intended Use in substantially the same manner Lease as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Lease, Lessee may offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes such offer and Lessor does not accept the same, Lessee shall withdraw such offer, in which event this Lease shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel to substantially the same condition as existed immediately before such damage or destruction and otherwise in accordance with the terms of the Lease. If Lessee restores the Hotel, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessor, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) Section 14.2.3 If the cost of the repair or restoration of any Leased Property exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13ARTICLE XIII, Lessee Tenant shall be obligated to contribute any excess amounts needed to restore such Leased Property. Prior to commencement of construction, Tenant shall either (a) provide Lessor with an irrevocable, unconditional, freely transferable letter of credit issued by a Lending Institution, in the Hotel. Such full amount of such difference and in form and substance acceptable to Lessor (and Lessor shall be paid entitled to draw thereon if Tenant fails to proceed diligently with such construction or to pay its contractors for such construction in a timely manner or to renew or extend such letter of credit at any time the same is scheduled to expire within forty-five (45) days, and the funds from any such draw shall be held in trust and be disbursed by Lessee Lessor as provided in subsection (b) below and elsewhere in this ARTICLE XIV), or (b) pay such difference to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing accountby Lessor, together with any other insurance proceeds, for application to the cost of repair and restoration. (d) If Section 14.2.4 In the event Lessor accepts LesseeTenant’s offer to purchase the applicable Leased Property under this Articleas provided above, this Lease shall terminate as to the applicable Leased Property upon payment of the purchase priceprice and the provisions of Section 40.16 hereof shall apply. Upon receipt of the purchase price from Tenant, and Lessor shall remit to Lessee Tenant all insurance proceeds pertaining to the such Leased Property being then held in trust by Lessor or any third party designated by Lessor and shall assign to Tenant all of Lessor’s rights in and to any insurance proceeds payable on account of such damage or destruction.

Reconstruction in the Event of Damage or Destruction Covered by Insurance. (a) Except as provided in Section 14.6, if during the Term the Leased Property is totally or partially destroyed by a risk covered by the insurance described in Article 13 XIII and the Hotel Facility thereby is rendered Unsuitable for its Primary Intended UseUses, Lessee shall, shall at Lessee’s option, option either (1A) restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction, or (2B) offer (i) to acquire the Leased Property from Lessor for a purchase price equal to the Rejectable Offer Price of the Leased PropertyProperty or (ii) to substitute a new property pursuant to and in accordance with the provisions of Article XXII. If Lessee restores the HotelFacility, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditionsrestoration, and any excess proceeds remaining after such restoration shall be paid to Lessee. If Lessee acquires the Leased PropertyProperty or substitutes a new property, Lessee shall receive the insurance proceeds. If Lessor does not accept Lessee’s offer so to purchase or substitute for the Leased Property within ninety one hundred eighty (90180) days, Lessee may either withdraw its offer to purchase or substitute for the Leased Property andand proceed to restore the Facility to substantially the same condition as existed immediately before the damage or destruction, if so withdrawn, or Lessee may terminate the Lease with respect to the Leased Property without further liability hereunder and Lessor shall be entitled to retain all the insurance proceeds. (b) Except as provided in Section 14.6, if during the Term the Leased Property is partially destroyed by a risk covered by the insurance described in Article 13, XIII but the Hotel Facility is not thereby rendered Unsuitable for its Primary Intended UseUses, Lessee shall restore the Hotel Facility to substantially the same condition as existed immediately before the damage or destruction and otherwise in accordance with the terms of the Leasedestruction. Such damage or destruction shall not terminate this LeaseMaster Lease Document; provided, however, that if Lessee cannot within a reasonable time obtain all necessary government approvals, including building permits, licenses and licenses, conditional use permitspermits and any certificates of need, after diligent efforts to do so, in order to be able to perform all required repair and restoration work and to operate the Hotel Facility for its Primary Intended Use in substantially the same manner as that existing immediately prior to such damage or destruction and otherwise in accordance with the terms of the Leasedestruction, Lessee may either (i) offer, pursuant to Article XXII, to substitute a new property, substantially equivalent to the Leased Property immediately before such damage or destruction, or (ii) offer to purchase the Leased Property for a purchase price equal to the Rejectable Offer Price of the Leased Property, determined without regard to such damage or destruction if insurance proceeds are available to restore the Hotel. If Lessee makes either such offer and Lessor does not accept the same, Lessee shall may either (A) withdraw such offer, in which event this Master Lease Document shall remain in full force and effect and Lessee shall immediately proceed to restore the Hotel Facility as soon as reasonably practicable to substantially the same condition as existed immediately before such damage or destruction and otherwise destruction, or (B) terminate this Master Lease Document without further liability hereunder, in accordance with which event Lessor shall be entitled to retain the terms of the Leaseinsurance proceeds. If Lessee restores the HotelFacility, the insurance proceeds shall be paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions specified by Lessorrestoration, and any excess proceeds remaining after such restoration shall be paid to Lessee. (c) If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance it maintains as required under Article 13XIII, Lessee shall be obligated to contribute any excess amounts needed to restore the HotelFacility. Such difference shall be paid by Lessee to Lessor promptly after Lessee receives Lessor’s written invoice therefor, to be held in trust in an interest-bearing accounttrust, together with any other insurance proceeds, for application to the cost of repair and restoration. (d) If Lessor accepts Lessee’s offer to purchase the Leased Property under this ArticleProperty, or to substitute a new property in place of the Leased Property, as provided above, this Master Lease Document shall terminate as to the Leased Property upon payment of the purchase price, price and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property being held in trust by Lessor.