Common use of Risk of Loss Clause in Contracts

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one month.

Risk of Loss. The Seller shall retain the risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane Property by fire or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to until the Closing. If there is a hurricane that involves materialloss in excess of $1,000,000 occurs prior to Closing, long-lasting or permanent damage Purchaser may elect to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition either: (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx Systemi) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving upon written notice thereof to Seller, in which event the Cable Venture within thirty Xxxxxxx Money Deposit shall be immediately refunded to Purchaser and the parties released from all further obligations under this Agreement, except those obligations that expressly survive termination; or (30ii) proceed with Closing, in which event Seller shall assign to Purchaser all of Seller’s rights to insurance proceeds payable in respect of such loss, not previously expended by Seller to repair the Property, including the sole right to settle or approve the settlement of any insurance claim, and the Purchase Price shall be reduced by the amount of any deductible and by the amount of any proceeds paid to Seller that are not used for repair and restoration of the Property. Purchaser shall have ten (10) days after receipt of notice of the casualty to notify Seller as to whether Purchaser elects to proceed with Closing. During such notice from 10-day period, Seller shall cooperate and use commercially reasonable efforts to provide Purchaser with all information reasonably necessary to evaluate the Cable Ventureloss. If Seller shall notify Purchaser in writing within three (3) business days after any casualty occurs to all or any portion of the Cable Venture agrees Property. Notwithstanding anything in this Section 11.2 to so repairthe contrary, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture Seller shall be obligated permitted to effect take such repair, replacement action to mitigate and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to restore any damage to the ClosingImprovements caused by fire or other casualty as Seller reasonably deems necessary to protect its interest, then (i) or otherwise as required of Seller under any deed of trust or mortgage encumbering the Closing shall be delayed until such completion in all material respects occursReal Property, and in such event, and notwithstanding subsection (ii) at the Buyer’s or the Sellers’ option the Termination Date hereinabove, Seller shall be extended entitled to allow receive all insurance proceeds payable in connection with such mitigation and restoration after Seller’s payment of all deductibles in connection with such loss. In the Cable Venture to complete event of any such repairloss is $1,000,000 or less, replacement or restoration, but the parties shall proceed with the Closing as provided in no event shall the Termination Date be extended by more than one month(ii) hereinabove.

Risk of Loss. The risk of If any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane Property is damaged or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers destroyed prior to the Closing. If there is a hurricane that involves materialClosing Date, long-lasting or permanent and such damage to or destruction would cost less than Two Hundred Fifty Thousand Dollars ($250,000) to repair or degradation of restore and is covered by insurance (other than the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (ordeductible amount, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged propertyany), then this Agreement shall continue remain in full force and effect and Buyer shall acquire the Cable Venture Property upon the terms and conditions set forth herein. In such event, Buyer shall be obligated receive a credit against the Purchase Price equal to effect any deductible under Seller's property damage insurance policy and Seller shall assign to Buyer all of Seller's right, title and interest in and to all proceeds of insurance other than amounts expended to repair any damage or destruction and loss of rent proceeds attributable to the period prior to Closing on account of such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement damage or restoration cannot reasonably be completed in all material respects destruction. If any of the Property is damaged or destroyed prior to the Closing, then and the cost of repair would exceed Two Hundred Fifty Thousand Dollars (i) $250,000), or if such cost of repair would not exceed $250,000 but such casualty damage is uninsured (and Seller shall elect not to credit Buyer with the amount necessary to repair the same, Seller having the right but not the obligation to so credit), or condemnation proceedings are commenced against any of the Property, then, Buyer shall have the right, at its election, either to terminate this Agreement or to not terminate this Agreement and purchase the Property. Buyer shall have the sooner to occur of the Closing Date or ten (10) business days after Seller notifies Buyer in writing that an event described in the immediately preceding sentence has occurred to make such election by delivery to Seller of an election notice (the "Election Notice"). Buyer's failure to deliver the Election Notice within such period shall be delayed until deemed an election to terminate this Agreement. If this Agreement is terminated by delivery of notice of termination to Seller, then Buyer and Seller shall each be released from all obligation hereunder, except as otherwise expressly provided to the contrary herein. If Buyer continues this Agreement, Buyer shall receive a credit against the Purchase Price equal to any deductible under Seller's property damage insurance policy and Seller shall assign to Buyer all of Seller's right, title and interest in and to all insurance proceeds (other than amounts expended to repair any damage or destruction and any loss of rent proceeds attributable to the period prior to the Closing, which shall remain the property of Seller) or condemnation awards on account of such completion in all material respects occursdamage, destruction or taking, and (ii) at Buyer shall accept the Buyer’s Property as damaged or destroyed, on condemned, as the Sellers’ option case may be, and the Termination Date closing shall be extended occur on the terms and conditions contained in this Agreement. As used in this paragraph 6, the cost to allow repair or restore shall include the Cable Venture to complete such repaircost of lost rental revenue, replacement or restorationincluding additional rent and base rent, but in no event shall occurring after the Termination Date be extended by more than one monthClosing, if any.

Risk of Loss. The risk of loss, damage, or destruction to any loss of the Acquired Assets shall remain with the Seller until the Closing. In the event of any such loss, damage, or damage to destruction the Systems Seller will promptly notify the Buyers of all particulars thereof, stating the cause thereof (if known) and the assets extent to which the cost of restoration, replacement and properties repair of the Companies resulting from fireAcquired Assets lost, theft, hurricane damaged or other casualty (except reasonable wear and tear) destroyed will be borne by reimbursed under any insurance policy with respect thereto. The Seller will, at Seller's expense, repair or replace such Acquired Assets to their former condition as soon as possible after loss, damage or destruction thereof and shall use its best efforts to restore as promptly as possible transmissions as authorized in the Companies and the Sellers FCC Licenses. If Seller is unable or fails to restore or replace a lost or damaged Acquired Asset prior to the Closing. If there is a hurricane that involves material, long-lasting Buyers may elect (a) to consummate the transactions csontemplated by this Agreement on the Closing Date, in which event Seller shall assign to Buyers at Closing the Seller's rights under any insurance policy or permanent damage pay over to or Buyers all proceeds of insurance covering such aCquired Asset's damage, destruction or degradation loss plus an amount equal ot the amount of any deductible or self-insurance maintained by Seller on such Required Asset, or (b) delay the Closing Date until a date within 15 days after Seller gives written notice to Buyers of completion of the Companies’ assets restoration or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition replacement of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repairAcquired Asset, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such the cost of any repair, restoration or replacement or restoration cannot reasonably be completed in all material respects that Seller fails to make prior to the ClosingClosing Date exceeds Four Hundred Thousand Dollars ($400,000), then or if the date of Seller's written notice to Buyers does not occur within one (i1) year of the date of this Agreement, Buyers shall also have the option to terminate this Agreement. In the event the Closing shall Date is postponed pursuant to this Section 4(p), the parties will cooperate to extend the time during which this Agreement must be delayed until such completion closed as specified in all material respects occurs, and (ii) at the Buyer’s or Consent of the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthFCC.

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsProperty is condemned by any legally constituted authority for any public use or purpose, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or materially damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, destroyed prior to the condition of such property contemplated Closing Date, as determined by the Rebuild of the San Xxxx System) as soon as practicable at Seller in its sole expensediscretion, Seller shall give Buyer written notice thereof. If the Cable Venture indicates it will cost to repair does not exceed twenty percent (20%) of the Purchase Price and Seller agrees in writing to deliver any insurance proceeds plus any applicable deductible to Buyer, or if Seller agrees in writing to repair or restore the Property, prior to the Closing Date, to its condition on the date of execution of this Agreement, then Buyer shall be obligated to close this transaction in accordance with the terms hereof. If Seller does not so repairnotify Buyer, replace Buyer may elect either to terminate this Agreement, or to purchase the Property in the condition existing on the Closing Date without adjustment of the Purchase Price. If Buyer elects to terminate this Agreement, the Xxxxxxx Money Deposit shall be returned to Buyer, this Agreement shall be terminated and the parties shall have no further obligations hereunder, other than with respect to indemnity or other obligations set forth herein that survive termination. If Buyer elects to purchase the Property, Seller shall not be liable to restore the lost Property, nor shall Buyer be entitled to the proceeds of any policies of insurance carried by or damaged propertyfor the benefit of Seller. In any event, then the Seller shall not be deemed in default under this Agreement as a result of such condemnation, damage or destruction. Buyer shall be deemed to have the waived its right to terminate this Agreement by giving written notice thereof if Buyer does not notify Seller in writing of its election to the Cable Venture terminate this Agreement within thirty ten (3010) business days after receipt of Seller's written notice of material condemnation, damage or destruction. Notwithstanding the foregoing, any termination notice given by Buyer under this Section shall be rendered ineffective if the Property can be repaired (in Seller’s sole discretion), and, within five (5) calendar days after Seller's receipt of such notice from the Cable Venture. If the Cable Venture agrees written notice, Seller delivers to so Buyer Seller's written agreement to repair, replace at its sole cost and restore the lost or damaged propertyexpense, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect all such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if damage. In such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) event the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be deemed automatically extended to allow the Cable Venture third (3rd) business day following Seller's completion of such repairs. If Seller completes such repairs, Buyer shall not be entitled to complete such repairany insurance or condemnation proceeds, replacement or restoration, but in no event shall obtain any rights with respect to any claims Seller may have with regard to insurance maintained by Seller with respect to the Termination Date be extended by more than one monthProperty.

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsProperty is damaged or destroyed prior to Closing, the Cable Venture shall promptly notify the Buyer as determined by Seller in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expensediscretion, Seller shall give Buyer(s) written notice thereof. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer Buyer(s) shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture option, exercisable within thirty two (302) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees written notice, to so repair, replace and restore the lost or damaged property, then either (a) terminate this Agreement by providing written notice of such termination to Seller, or (b) consummate this Agreement in accordance with its terms. In any event, Seller shall continue not be deemed in full force and effect and the Cable Venture default under this Agreement as a result of such damage or destruction. Buyer(s) shall be obligated deemed to effect have waived its right to terminate this Agreement if Buyer(s) does not notify Seller in writing of its election to terminate this Agreement within ten (10) business days after receipt of Seller’s written notice of material damage. Notwithstanding the foregoing, any termination notice given by Xxxxx(s) under this Section shall be rendered ineffective if, within three (3) calendar days after Seller’s receipt of such repairwritten notice, replacement Seller delivers to Buyer(s) Seller’s written agreement to repair at its sole cost and restoration as soon as reasonably practicable; providedexpense all such material damage. In such event, howevernotwithstanding any other provision of this Agreement, that the Closing Date shall be deemed automatically extended to the fifth (5th) business day following Seller’s completion of such repairs. Buyer(s) shall not be entitled to any insurance proceeds or obtain any rights with respect to any Claims Seller may have with respect to any insurance maintained by Seller with respect to the Property. Buyer(s) shall have no right to terminate this Agreement (or any right to a reduction in or credit against the Purchase Price) if such repair, replacement a non-material portion of the Property is damaged or restoration cannot reasonably be completed in all material respects destroyed prior to the Closing, then (i) even if no insurance proceeds or other funds are available to repair any damages to the Closing Property, and Seller shall not be obligated to repair any such non-material damage, the parties hereto agreeing that the risk of loss related to non-material damage to the Property or any improvements thereon shall be delayed until such completion in all material respects occurs, and (iideemed to have passed to Buyer(s) at on the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthdate Buyer(s) executes this Agreement.

Risk of Loss. The risk In the event any of any loss the Property is damaged or damage destroyed prior to the Systems Closing Date, such damage or destruction is covered by insurance maintained by Seller and the assets cost to repair such damage or destruction is less than Two Hundred Thousand Dollars ($200,000) as reasonably determined by Seller and properties Buyer (after consultation with unaffiliated experts), then this Agreement shall remain in full force and effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of insurance on account of such damage or destruction and credit Buyer at Closing the amount of Seller’s deductible or self-insured retention applicable to such damage or destruction. In the event (A) any portion of the Companies resulting from fire, theft, hurricane Property is damaged or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers destroyed prior to the Closing. If there is a hurricane that involves material, long-lasting and it would cost more than Two Hundred Thousand Dollars ($200,000) more to repair such damage or permanent destruction, or such damage to or destruction is not covered by insurance maintained by Seller, or degradation of the Companies’ assets (B) if condemnation proceedings are threatened or their functionality or commenced against any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsProperty, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repairthen, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, notwithstanding anything to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repaircontrary set forth in this Section, replace and restore the lost or damaged property, then the Buyer shall have the right right, at its election, either to terminate this Agreement, or to not terminate this Agreement by giving written notice thereof and purchase the Property. If Buyer elects to purchase the Cable Venture within Property subject to such damage, destruction or condemnation, Seller shall assign to Buyer all of its right, title and interest in and to all proceeds of insurance or condemnation awards, as applicable, and Seller shall credit Buyer at Closing the amount of Seller’s deductible or self-insured retention applicable to such damage or destruction. Buyer shall have thirty (30) days after receipt Seller notifies Buyer that an event described in the prior sentence has occurred to make such election by delivery to Seller of an election notice (the “Election Notice”). Buyer’s failure to deliver the Election Notice within such notice from the Cable Venture. If the Cable Venture agrees thirty (30) day period shall be deemed an election to so repair, replace and restore the lost or damaged property, then terminate this Agreement in its entirety. In the event this Agreement is terminated pursuant to this Section, Buyer and Seller shall continue in full force each be released from all obligations hereunder, except as otherwise expressly provided herein, and effect and the Cable Venture Buyer shall be obligated entitled to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to a return of the Closing, then (i) the Deposit. The Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended extended, as necessary, to allow provide the Cable Venture to complete such repair, replacement or restoration, but in no event shall parties with the Termination Date be extended by more than one monthelection periods contemplated herein.

Risk of Loss. The risk of If any loss Parcel is damaged or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers destroyed prior to the Closing, Seller or Buyer, as the case may be, shall give written notice thereof to the other promptly after such Person learns or receives notice thereof. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality all or any other loss Material Portion (as defined hereinbelow) of a Parcel is so damaged or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged propertydestroyed, then the Buyer shall have the right to terminate its right and obligation under this Agreement by giving written notice thereof to purchase such Parcel only (and such Parcel shall then not be sold or transferred to Buyer at the Closing and the Purchase Price shall be appropriately adjusted to deduct therefrom the portion of the Purchase Price allocated to such Parcel pursuant to the Cable Venture within thirty Summary Sheet) by delivery of a written termination notice to Seller no later than ten (3010) business days after receipt of such notice from the Cable VentureBuyer first discovers or learns about the damage or destruction. If the Cable Venture agrees Buyer elects not to so repairterminate its right and obligation to purchase such Parcel under this Agreement, replace and restore the lost all proceeds from any insurance carried with respect to such damage or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture destruction shall be obligated paid or assigned, as applicable, to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Buyer at Closing, then and there shall be no credit to or adjustment of the Purchase Price allocable to such Parcel or otherwise. For purposes of this Agreement, a "MATERIAL PORTION" of a Parcel shall be deemed to have been damaged or destroyed (i) if such damage or destruction is covered by Seller's casualty insurance and the Closing shall be delayed until cost to repair and/or restore the improvements on such completion in all material respects occursParcel which are damaged or destroyed exceeds twenty percent (20%) of the then fair market value of the Parcel (as reasonably determined by the insurer providing casualty insurance for the Parcel), and or (ii) at if such damage or destruction is not covered by Seller's casualty insurance and the Buyer’s cost to repair and/or restore the improvements on such Parcel which are damaged or destroyed exceeds five percent (5%) of then fair market value of the Sellers’ option Parcel (as reasonably determined by the Termination Date shall be extended insurer providing casualty insurance for the Parcel). The provisions of this SECTION 7.2 supersede the provisions of any applicable statutory or decisional law with respect to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthsubject matter of this SECTION 7.2.

Risk of Loss. The Seller shall bear the risk of any all loss or damage to the Systems Property from all causes until Closing. Seller represents that it has, and will maintain pending Closing, a policy of fire and extended coverage insurance in at least the assets and properties full amount of the Companies resulting from firereplacement cost of all buildings and improvements located on the Property. Seller will cause the insurer to add Buyer’s name to the policy as an additional insured, theftas its interest may appear. Seller will deliver to Buyer within five (5) days after the Effective Date a certificate issued by such insurer evidencing that such policy is in effect, hurricane or other casualty that it will not be canceled without at least thirty (except reasonable wear 30) days prior notice to Buyer and tear) will be borne by the Companies and the Sellers that Buyer has been named as an additional named insured thereunder. If at any time prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation Closing any portion of the Companies’ assets Property is destroyed or their functionality damaged as a result of fire or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systemscasualty whatsoever, the Cable Venture Seller shall promptly notify the give written notice thereof to Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right right: (i) to terminate this Agreement by giving written notice thereof to Seller, whereupon Escrow Agent shall return the Cable Venture within thirty Deposit (30with any accrued interest) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repairBuyer, replace and restore the lost or damaged property, then thereafter this Agreement shall continue in full force be void and effect and the Cable Venture neither party shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicablehave any further rights or obligations hereunder; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) to proceed with this Agreement and to notify Seller that, at the Buyer’s or sole option, Seller either shall: (A) use any available insurance proceeds to restore the Sellers’ option Property prior to Closing to its condition as of the Termination Date Effective Date, and if there are any excess insurance proceeds after completion of such restoration, Seller shall promptly deposit same in escrow with Escrow Agent and such funds, together with any interest thereon, shall be extended disbursed to allow the Cable Venture to complete such repair, replacement Buyer at Closing; or (B) in lieu of restoration, but prior to Closing, clear the site of debris and deposit all remaining insurance proceeds in no escrow with Escrow Agent and such funds, together with interest thereon, shall be disbursed to Buyer at Closing. All unpaid claims and rights in connection with any such losses shall be assigned to Buyer at Closing without in any manner affecting the Purchase Price. In the event Buyer elects to proceed under clause (ii)(A) or (ii)(B) above, Seller shall either expend the Termination Date be extended by more than one monthdeductible amount provided for in such insurance coverage in making such restoration or clearing the Property, as the case may be, or give Buyer a credit therefore against the Purchase Price.

Risk of Loss. The Prior to the Closing, and notwithstanding the pendency of this Agreement, the entire risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fireby earthquake, theftflood, hurricane landslide, fire or other casualty (except reasonable wear and tear) will shall be borne and assumed by Seller, except as otherwise provided in this section. In the Companies event any of the Property is damaged or destroyed prior to the Closing Date, and such damage or destruction would cost less than One Hundred Thousand Dollars ($100,000) to repair or restore, then this Agreement shall remain in full force and effect and Buyer shall acquire the Sellers Property upon the terms and conditions set forth herein; provided, however, Buyer shall receive a credit against the Purchase Price in an amount reasonably determined by Seller and Buyer (after consultation with unaffiliated experts) to be the cost of repairing such damage or destruction. In the event (A) any of the Property is damaged or destroyed prior to the Closing. If there is a hurricane that involves material, long-lasting and the cost of repair would exceed One Hundred Thousand Dollars ($100,000), or permanent damage to or destruction or degradation (B) if condemnation proceedings are commenced against any of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsProperty, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repairthen, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, notwithstanding anything to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repaircontrary set forth in this section, replace and restore the lost or damaged property, then the Buyer shall have the right right, at its election, either to terminate this Agreement by giving written notice thereof to or purchase the Cable Venture within Property. Buyer shall have thirty (30) days after receipt Seller notifies Buyer that an event described in the prior sentence has occurred to make such election by delivery to Seller of such an election notice from (the Cable Venture“Election Notice”). If Buyer does not elect to terminate this Agreement, Seller shall assign to Buyer all of its right, title and interest in and to all condemnation proceeds and credit against the Cable Venture agrees Purchase Price an amount reasonably determined by Seller and Buyer (after consultation with unaffiliated experts) to so repair, replace and restore be the lost cost of repairing such damage or damaged property, then destruction. Buyer’s failure to deliver the Election Notice within such thirty (30) day period shall be deemed an election to purchase the Property. In the event this Agreement is terminated pursuant to this section, Buyer and Seller shall continue in full force and effect and the Cable Venture shall each be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in released from all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restorationobligations hereunder, but in no event Seller shall return the Termination Date be extended by more than one monthDeposit and all accrued interest thereon to Buyer.

Risk of Loss. 7.1 The risk of any loss or damage to the Systems and Property by fire or otherwise until the assets and properties delivery of the Companies resulting from fire, theft, hurricane Deed is assumed by Seller. In case the Property shall suffer injury by fire or other casualty (except reasonable wear casualty, this Agreement shall nevertheless remain in full force and tear) will be borne by the Companies and the Sellers prior effect, without any abatement whatsoever allowed to Purchaser with respect to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expensePurchase Price. If the Cable Venture indicates it will not so repaircost of repairing or restoring such damage exceeds fifteen percent (15%) of the Purchase Price, replace and restore the lost or damaged property, then the Buyer either party shall have the right to terminate this Agreement by giving delivering written notice thereof of such election to the Cable Venture other party within thirty fifteen (3015) days after receipt of the date such party receives notice of any of such notice from injury or fire. In case the Cable Venture. If Property shall suffer injury by fire or other casualty and the Cable Venture agrees cost of repairing or restoring such damage is equal to so repairor less than fifteen percent (15%) of the Purchase Price, replace and restore the lost or damaged property, then this Agreement shall continue nevertheless remain in full force and effect and effect, without any abatement whatsoever allowed to Purchaser with respect to the Cable Venture shall be obligated Purchase Price. In the event of such injury costing equal to effect such repair, replacement and restoration or less than fifteen percent (15%) of the Purchase Price to repair or restore or in the event that neither party elects to terminate this Agreement as soon as reasonably practicable; provided, however, that provided above if such repair, replacement the cost of repair or restoration cannot reasonably be completed in all material respects prior exceeds fifteen percent (15%) of the Purchase Price, Seller shall have the option to the Closing, then either (i) restore or repair such damage by the Closing Date hereunder (such Closing Date to be extended if necessary to accommodate such restoration or repair, which extension shall not exceed ninety (90) days), in which event Seller shall be delayed until such completion in all material respects occursentitled to receive the proceeds payable under the insurance policies, and or (ii) at refrain from repairing any such damage, in which event Purchaser shall accept title in such damaged condition, and Seller shall assign and transfer to Purchaser, without recourse or warranty, all of the Buyerright, title and interest of Seller in and to the insurance proceeds covering such damage or casualty which Seller may be entitled to receive thereunder, and the Purchase Price will be reduced by the amount of Seller’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthinsurance deductibles.

Risk of Loss. The risk of any loss or damage to any of the Systems Assets, transfer of which is contemplated hereby, shall remain with Seller until the Closing, and the assets and properties of Seller shall maintain its insurance policies covering the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies Assets and the Sellers Business through the Closing. With respect to the Assets, if prior to the Closing. If there is a hurricane that involves material, long-lasting all or permanent damage to or destruction or degradation any part of the Companies’ assets Assets are destroyed or their functionality damaged by fire or the elements or by any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systemscause, the Cable Venture Seller shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition within ten (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System10) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving days provide written notice thereof to the Cable Venture Purchaser and shall also provide Purchaser, together with such notice, copies of all insurance then in force relating to such Assets, whereupon Purchaser may, by written notice to Seller within thirty twenty (3020) days after receipt of notice of the occurrence, elect in writing not to purchase such Assets if such damage exceeds $50,000 and Seller does not agree to repair, restore and replace such Assets to Purchaser's reasonable satisfaction and in compliance with all state licensing requirements and Laws within 60 days of the notice from of the Cable Venturecasualty delivered to Purchaser. If the Cable Venture Purchaser's election to so terminate may be exercised, however, if after Seller agrees to so repair, replace restore and restore the lost or damaged propertyreplace, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated Seller fails to effect such repair, restoration and replacement within such 60 day period. Upon such election, this Agreement shall wholly cease and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement terminate. If all or any part of the Assets are so destroyed and Seller has not made the required repairs or restoration canbut this Agreement is not reasonably so terminated by Purchaser, this Agreement shall not be completed in all material respects prior to affected, but Seller, at the Closing, then (i) shall assign, transfer and set over to Purchaser all of Seller's right, title and interest in and to the Closing policies of insurance insuring against the loss and Seller's interest in sums payable thereunder and Seller shall be delayed until pay to Purchaser the amount of any deductibles under such completion in all material respects occurs, insurance policies and (ii) at any payments theretofore made on account of the Buyer’s destruction or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthdamage.

Risk of Loss. The Seller shall bear the full risk of loss of any loss goods purchased or damage identified to the Systems contract pursuant hereto until goods are delivered to and received by Buyer. Seller specifically bears the assets and properties risk of loss of any goods delivered to a common carrier whether or not Seller is responsible to pay for transportation. CANCELLATION: Buyer may, at any time, cancel all or any part of the Companies resulting from firework covered by this order, theftand terminate this order in whole or in part, hurricane even though Seller is not then in default. Seller will, in accordance with notice of cancellation, terminate work under any orders or other casualty (except subcontracts outstanding, place no further orders or subcontracts, and take all steps necessary to protect the material or property in Seller’s possession in which Buyer has or may acquire an interest. In the event of cancellation, Buyer’s obligation, if any, shall be limited to reasonable wear compensation for materials completed or services furnished in accordance with the terms of this order and tear) not previously paid for. In no event will Buyer be borne by responsible for materials which are in excess of quantities specified in the Companies and schedules furnished nor for the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation items manufactured in advance of the Companies’ assets schedules, notwithstanding the quantities specified in any orders outstanding for the materials or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption items, nor for services which go beyond the face of normal operations this order. If, however, cancellation arises out of Seller’s breach of any material portion condition hereof, including breach of the Systemswarranty, the Cable Venture or by Seller’s delay, Seller shall promptly notify the not be entitled to any claim for compensation and Buyer in writing of that fact shall have against Seller all remedies provided by law and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expenseequity. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the INSOLVENCY: Buyer shall have the unrestricted right without liability to terminate cancel this Agreement by giving written notice thereof to Purchase Order in the Cable Venture within thirty (30) days after receipt event of such notice from the Cable Venture. If happening of any of the Cable Venture agrees to so repair, replace and restore the lost following or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then any other comparable events: (i) the Closing shall be delayed until such completion in all material respects occurs, and Seller’s insolvency; (ii) at commencement of proceedings by, for or against Seller under any law relating to bankruptcy or the relief of debtors; (iii) the appointment of a receiver or trustee for Seller; (iv) the execution by Seller of an assignment for the benefit of the creditors; and (v) the determination by Buyer, in its sole reasonable judgment, that Seller’s financial condition is such as to endanger its performance hereunder. PROPRIETARY RIGHTS: All technical information in the nature of designs, blueprints, specifications, engineering data for production or product know-how, which is supplied to Seller by Buyer to facilitate or assist in the performance of this order, shall, unless otherwise agreed, be considered Buyer’s proprietary property and kept confidential by the Seller, and Seller will use and cause its employees and agents to use extreme caution not to disclose any such information either directly or indirectly by using the Sellers’ option information in manufacturing products for others or otherwise. Additionally, Seller agrees to and does hereby assign to Buyer all patents, copyrights, trademarks and all rights thereto and agrees not to otherwise make use of any invention, improvement or discovery (whether or not patentable) conceived or reduced to practice by Seller in the Termination Date performance of this order using any of the foregoing proprietary property and such assignment shall be extended considered as additional consideration for Buyer issuing this order. Upon completion of performance, Seller shall deliver to allow Buyer any and all information relating to any such invention, improvement or discovery, and shall cause employees or others subject to Seller’s instructions to sign as appropriate all assignments and other documents necessary to convey title to Buyer and all documents necessary or convenient to enable the Cable Venture Buyer to complete such repairfile applications for patents and/or register copyrights throughout the world and to obtain title thereto. COMPLIANCE WITH APPLICABLE LAWS: Seller agrees that in the performance of this order it will comply with all applicable laws, replacement statutes, rules, regulations or restorationorders of the United States government or of any state or political subdivision thereof. Without limiting the generality of the foregoing, but Seller agrees that it will include on all invoices, and that all invoices in no event shall order to be approved for payment must include, the Termination Date be extended following statement: “Seller represents that, with respect to the production of goods covered by more than one monththis invoice, it has fully complied with all provisions of the Fair Labor Standards Act of 1938, as amended.” NON-DISCRIMINATION IN EMPLOYMENT: Seller agrees that the representations and provisions required by Section 202 of the Executive Order No. 11246 of September 24, 1965, as to non-discrimination in employment are hereby incorporated in and made a part of this order.

Risk of Loss. The risk of any loss or damage If, prior to the Systems and the assets and properties Closing Date, all or part of the Companies resulting from fireReal Property is damaged by fire or by any other cause whatsoever, theftSeller shall promptly give Buyer written notice of such damage. If the cost of repairing such damage, hurricane or other casualty in the aggregate, is not in excess of Five Hundred Thousand and No/100 Dollars (except reasonable wear and tear$500,000.00) will (as determined by Seller's independent insurer, or, if requested by Buyer, by an independent contractor licensed in Xxxxxxxxxx County, Maryland reasonably acceptable to Seller, the cost of which shall be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged propertyBuyer), then the (i) Buyer shall have the right at the Closing to terminate this Agreement by giving written notice thereof receive, to the Cable Venture within thirty (30) days after receipt extent such sums have not been expended on repair work, the amount of the deductible plus an assignment of all insurance proceeds payable as a result of such notice from the Cable Venture. If the Cable Venture agrees to so repairloss, replace and restore the lost or damaged property, then (ii) this Agreement Contract shall continue in full force and effect with no reduction in the Purchase Price and (iii) Seller shall have no obligation to repair such damage. If the Cable Venture cost of repairing damage from such casualty is greater than Five Hundred Thousand and No/100 Dollars ($500,000.00) (as determined by Seller's independent insurer), then Buyer shall be obligated to effect such repairhave the right, replacement and restoration as soon as reasonably practicable; providedfor a period of ten (10) days from the date of notice of the amount of damage caused by the casualty, howeverbut, that if such repairin any event, replacement or restoration cannot reasonably be completed in all material respects prior to the ClosingClosing Date, to terminate this Contract by giving written notice of termination to Seller within such period. Upon such termination, the Xxxxxxx Money shall be returned to Buyer and the parties hereto shall be released of any further liability hereunder except as otherwise provided herein. If Buyer fails to notify Seller within such period of Buyer's exercise of its right to terminate this Contract, then (i) Buyer shall proceed to Closing and, to the Closing extent such sums have not been expended on repair work, all insurance proceeds received by Seller as a result of such casualty loss plus the amount of the deductible shall be delayed until paid to Buyer at Closing. If such completion in all material respects occursproceeds have not yet been received by Seller, and (ii) at the Buyer’s or the Sellers’ option the Termination Date then Seller's rights to such proceeds shall be extended assigned to allow Buyer at Closing upon payment of the Cable Venture full Purchase Price to complete Seller by Buyer less the amount of Seller's deductible and Seller shall have no obligation to repair such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthdamage.

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties (a) If a part of the Companies resulting from fire, theft, hurricane Property is destroyed or damaged by fire or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves materialcasualty, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture Seller shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition Purchaser of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expensefact. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer Seller shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty Purchaser not later than ten (3010) days after receipt the giving of Seller's notice if, despite Seller's best efforts, Seller's existing mortgagee refuses to release casualty proceeds in accordance with the terms of its mortgage encumbering the Property and the part of the Property damaged or destroyed has a value, as reasonably determined by Seller, in excess of One Million and 00/100 Dollars ($1,000,000.00). Seller also shall have the right to terminate this Agreement if such casualty occurs after Seller delivers the Closing Notice but prior to the Closing Date by giving notice from to Purchaser not later than ten (10) days after the Cable Venturegiving of Seller's notice if the part of the Property damaged or destroyed has a value, as reasonably determined by Seller, in excess of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00). Purchaser shall have the right to terminate this Agreement if such casualty occurs after Seller delivers the Closing Notice but prior to the Closing Date by giving notice to Seller not later than ten (10) days after the giving of Seller's notice if the part of the Property damaged or destroyed has a value, as reasonably determined by Seller, in excess of Five Hundred Thousand and 00/00 Dollars ($500,000.00). If the Cable Venture agrees either party elects to so repairterminate this Agreement as aforesaid, replace and restore the lost or damaged property, then this Agreement shall continue in full terminate and be of no further force and effect and neither party shall have any liability to the Cable Venture other hereunder, except that Seller shall be obligated to effect such repairreturn to Purchaser the Downpayment. If neither Seller nor Purchaser elects to terminate this Agreement as aforesaid, replacement and restoration as soon as reasonably practicable; providedor if there is damage to or destruction of an "immaterial part" (i.e., however, that if such repair, replacement anything other than a material part) of the Property by fire or restoration cannot reasonably be completed in all material respects prior to the Closingother casualty, then (i) the Closing sale of the Property shall be delayed until such completion in all material respects occurs, consummated as herein provided at the Purchase Price (without abatement) and Seller shall assign to Purchaser (iiwithout recourse) at the Buyer’s Closing the rights of Seller to the proceeds, if any, under Seller's insurance policies covering the Property with respect to such damage or the Sellers’ option the Termination Date destruction, and Purchaser shall be extended entitled to allow receive and keep any moneys received from such insurance policies. Seller shall cause the Cable Venture Property to complete such repairbe insured until the Closing with insurance at not less than the limits at which the Property currently is insured, replacement as evidenced by insurance certificates or restoration, but in no event shall the Termination Date be extended by more than one monthbinders previously delivered to Purchaser.

Risk of Loss. The Seller shall bear all risk of loss resulting from or related to damage of or to any Property or any part thereof which may occur prior to XXX. Seller shall also bear all risk of loss resulting from or damage related to a taking or condemnation of any Property or any part thereof with respect to which written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded or all or any part of any Property is conveyed in lieu of condemnation prior to XXX (any such damage, taking or condemnation event a “Risk of Loss Event”). In the Systems event of any Risk of Loss Event prior to XXX, Buyer may, at Buyer’s sole option, by written notice to Seller and Escrow Agent, remove such Property from this Agreement (each, a “Rejected Property”) and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will aggregate Purchase Price shall be borne reduced by the Companies and Purchase Price corresponding to such Rejected Property, the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsXxxxxxx Money Deposit corresponding to such Rejected Property (i.e., the Cable Venture $20,000.00) plus all interest earned thereon shall promptly notify the Buyer in writing of that fact be returned immediately to Buyer, and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect with respect to all remaining Properties. In the alternative, Buyer may attempt to negotiate an appropriate downward adjustment of the Purchase Price for the affected Property. If Seller and Buyer cannot agree upon such a downward adjustment within a reasonable period (not to exceed ten (10) days from the Cable Venture date Buyer receives notice of the loss), Buyer may remove such Rejected Property from this Agreement as provided above. In the event of any Risk of Loss Event which does not result in a termination of this Agreement, Seller shall at XXX and as a condition precedent thereto, pay Buyer or credit Buyer against the Purchase Price for the affected Property the amount of any insurance or condemnation proceeds, or assign to Buyer, as of XXX and in a form acceptable to Buyer, all rights or claims for relief to the same, and credit to Buyer an amount equal to the deductible (if any) under the insurance policy. In the event of any Risk of Loss Event with respect to all Properties prior to XXX and Buyer elects to remove all Properties from this Agreement as provided above, then this Agreement shall automatically terminate, whereupon the Xxxxxxx Money Deposit shall be obligated paid immediately to effect such repairBuyer and, replacement and restoration except as soon as reasonably practicable; providedotherwise provided in this Agreement, however, that if such repair, replacement neither of the Parties shall have any further liability or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthobligation hereunder.

Risk of Loss. The Seller shall bear all risk of any loss resulting from or damage related to "Material Damage" (as defined below) of or to the Systems and the assets and properties Property or any part thereof which may occur prior to Closing (a "Casualty"). Seller shall also bear all risk of loss resulting from or related to a taking or condemnation of the Companies resulting from fireProperty or any part thereof if, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to Closing, written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded, or all or any part of the ClosingProperty is conveyed in lieu of condemnation (any such taking or condemnation event being a "Condemnation"). If there is a hurricane that involves materialCasualty or Condemnation occurs, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition Seller will immediately give written notice of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable event to Buyer. Buyer may, at its Buyer's sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement option by giving written notice thereof to the Cable Venture Seller and Escrow Agent within thirty (30) days after receipt of receiving such notice from Seller, terminate this Agreement, in which event Buyer shall promptly return all hard copies and delete all electronic copies of Seller's Diligence Materials, the Cable VentureDeposit will immediately be paid by Escrow Agent to Buyer, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations. If the Cable Venture agrees to so repairnecessary, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall will be extended to allow Buyer such thirty-day period. If any Casualty or Condemnation occurs which does not result in a termination of this Agreement, Seller will, at Closing and as a condition precedent thereto, pay Buyer the Cable Venture amount of any insurance or condemnation proceeds received by Buyer attributable to complete such repairevent, replacement or restorationassign to Buyer, but as of the Closing Date and in no event a form acceptable to Buyer, all rights or claims to the same. For purposes Purchase and Sale Agreement Xxxxxx Marketplace, Lawton, Oklahoma Exhibit 10.11 hereof, "Material Damage" shall be deemed to be any damage or destruction that (a) gives any Tenant the Termination Date be extended by right to terminate its Lease or xxxxx rent under the Lease either temporarily or permanently, unless Seller provides a written waiver of any such right from any such Tenant; (b) will not result in the payment to Buyer of net proceeds from the applicable Seller or Tenant insurance policies sufficient to fully restore the Property to the condition that existed prior to such Casualty; or (c) causes more than one month$500,000 of damage to the Property.

Risk of Loss. The Seller shall bear all risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers related to damage of or to a Property or any part thereof which may occur prior to the Closing (a “Casualty”). Seller shall also bear all risk of loss resulting from or related to a taking or condemnation of a Property or any part thereof if, prior to Closing, written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded, or all or any part of a Property is conveyed in lieu of condemnation (any such taking or condemnation event being a “Condemnation”). If there is a hurricane that involves materialCasualty or Condemnation occurs with respect to any Property, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition Seller will immediately give written notice of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable event to Buyer. Buyer may, at its Buyer’s sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement option by giving written notice thereof to the Cable Venture Seller and Escrow Agent within thirty (30) days after receipt of receiving such notice from Seller, terminate this Agreement as to each affected Property and each such terminated Property will be treated as a “Removed Property” as provided in Section 5(c) above (with proportionate reductions in the Cable VenturePurchase Price and Deposit). If necessary, the Cable Venture agrees Closing Date will be extended to so repairallow Buyer such thirty-day period. If any Casualty or Condemnation occurs which does not result in a termination of this Agreement as to the affected Property, replace Seller will, at Closing and restore as a condition precedent thereto, pay Buyer or credit Buyer against the lost Purchase Price the amount of any insurance or damaged propertycondemnation proceeds attributable to such event, or assign to Buyer, as of the Closing Date and in a form acceptable to Buyer, all rights or claims to the same, and (if a Casualty) credit to Buyer an amount equal to any deductible or other loss amounts which are not covered under Seller’s insurance policy(ies) applicable to the affected Property. If all Properties become “Removed Properties” as provided above, then this Agreement shall continue in full force and effect and will automatically terminate, whereupon the Cable Venture shall Deposit will immediately be obligated paid by Escrow Agent to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occursBuyer, and (ii) at neither of the Buyer’s Parties will have any further liability or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one month.obligation under this Agreement except for any Surviving Obligations. Master Purchase and Sale Agreement Walgreens—4 Pack

Risk of Loss. The Subject to the provisions of this Paragraph 7.9, the risk of loss as to all of the Properties shall be upon Sellers until Closing. In the event of any material (as defined below) loss or damage to, material threatened or actual condemnation or other eminent domain proceeding affecting any of or a material transfer in lieu of condemnation approved by Buyer pursuant to the Systems and the assets and properties Paragraph 7.1 of any of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects Properties prior to the Closing, then Buyer may terminate this Agreement as to the affected Property within ten (10) days after the later of the Effective Date or the date Buyer is notified in writing by Sellers of such casualty event or condemnation. Upon such termination, the Purchase Price for the Assets shall be reduced by the amount of the Purchase Price allocated for the Property that has incurred the casualty damage. If Buyer does not so terminate this Agreement as to the affected Property, Buyer shall be deemed to have waived the material loss or damage, condemnation or transfer in lieu of condemnation and shall proceed to close, as provided hereinbelow. If Buyer waives any material loss or damage to, condemnation or transfer in lieu of condemnation of any Property and proceeds to consummate the Purchase and Sale Transaction, or in the event of immaterial loss, damage or condemnation as to any Property and Sellers have not repaired, replaced or otherwise restored the damaged aspects of the affected Property prior to the applicable Closing, the parties shall close on the applicable Closing Date, and, at Sellers' election, either: (i) there shall be a reduction of the Purchase Price in an amount equal to the proceeds payable to Sellers as a result of such material loss or damage, condemnation or transfer in lieu of condemnation; or (ii) Sellers shall pay to Buyer at the Closing shall be delayed until the amount of (i) any insurance or condemnation proceeds payable as a result of such completion material loss or damage, condemnation or transfer in lieu of condemnation and assign to Buyer in a manner reasonably acceptable to Buyer as of the Closing all material respects occursrights or claims to proceeds payable thereafter, and (ii) at the Buyer’s insurance deductible. A material loss, damage, taking or transfer in lieu of condemnation is any loss, damage, taking or transfer in lieu of condemnation to any one Property the Sellers’ option cost of which to replace or repair exceeds $750,000 or a taking of any portion of any Property that impairs the Termination Date shall be extended continued use or operation of such portion of that Property substantially as used or operated prior to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthtaking.

Risk of Loss. The risk Risk of any loss or damage to the Systems and the assets and properties of the Companies resulting Premises from fire, theft, hurricane or other casualty (except reasonable wear and tear) will shall be borne by Seller until the Companies closing and Seller shall be entitled to all insurance proceeds from any such loss. Until the Sellers prior to closing, the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation Seller shall keep the Premises fully insured against fire and other hazards covered by extended coverage insurance in an amount not less than the full replacement cost of the Companies’ assets or their functionality improvements located on the Premises. If, after the date of execution of this Agreement, the Premises or any other loss such part thereof is substantially damaged or damage that is sufficiently substantial so destroyed as to preclude and prevent resumption a result of normal operations of any material portion of the Systemssuch casualty, the Cable Venture Seller shall promptly immediately notify the Buyer in writing of that fact such, and whether Buyer shall be entitled to elect in a writing delivered to Seller within twenty (20) days after the Cable Venture intends receipt of Seller's notification to repaireither (i) terminate this Agreement, replace or (ii) proceed with the closing with Buyer receiving a credit against the Purchase Price for the amount of the insurance proceeds to be paid to Seller plus the amount of any deductible provided for in Seller's insurance policy. If the Agreement is terminated pursuant to the provisions of this paragraph, the Deposit shall be returned to Buyer and restore both parties shall be relieved of any further liability or obligation under this Agreement. Failure by Buyer to make an election within the lost time periods provided herein shall be deemed an election to close the transaction subject to the credits set forth herein. In the event any insubstantial damages occur to the Premises or any part thereof after Buyer's execution of this Agreement, Seller shall cause the Premises to be fully repaired to its condition immediately prior to such occurrence prior to closing. In the event Seller cannot complete the repairs prior to the scheduled closing date, Buyer may extend the closing for a period not to exceed forty-five (45) days. Any reference in this Agreement to "substantially damaged " shall mean damage for which the cost of repairing the Premises or personal property to its former present condition equals or exceeds Two Hundred Thousand and No/100ths Dollars (or$200,000.00); therefore, if any reference to "insubstantial damages " refers to those damages which shall cost less than Two Hundred Thousand and No/100ths Dollars ($200,000.00) to repair the aggregate of all such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild damage. The determination of the San Xxxx System, to the condition cost of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture repairing any damage shall be obligated made by Seller based upon a written estimate from a reputable contractor reasonably acceptable to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one month.

Risk of Loss. The risk of any loss or damage to If, after the Systems Effective Date and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation twenty (20%) percent of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion total area of the SystemsProperty or more is damaged, the Cable Venture shall promptly notify the Buyer in writing Seller agrees to send written notice (“Notice of Damage”) of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expensePurchaser. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer Purchaser shall have the right option: (a) to assume such risk without any reduction in the Purchase Price and without any liability on the part of the Seller (such waiver of liability by Purchaser being deemed to survive the Closing or the termination of this Agreement), whereupon the parties hereto shall proceed in accordance with the terms and conditions of this Agreement and Purchaser shall be entitled to all insurance awards resulting therefrom in an amount not to exceed the Purchase Price (any such insurance award in excess of the Purchase Price being the sole property of Seller); or (b) to terminate this Agreement by giving delivering written notice thereof of termination to Seller within ten (10) calendar days of the date of the Notice of Damage or be forever barred from terminating this Agreement under this Section. If this Agreement were terminated as provided for in the preceding sentence, Seller shall repay the Xxxxxxx Money to Purchaser. Thereafter, neither Purchaser nor Seller shall have any further rights or obligations under this Agreement or liability to the Cable Venture within thirty (30) days other, except those obligations which survive the termination of this Agreement. Each party shall bear its own costs incurred hereunder. If, after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace Effective Date and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then less than twenty (i20%) percent of the total area of the Property is damaged, Purchaser shall assume such risk, whereupon the parties hereto shall proceed in accordance with the terms and conditions of this Agreement without any reduction in the Purchase Price and without any liability on the part of the Seller (such waiver of liability by Purchaser being deemed to survive the Closing or the termination of this Agreement) and Purchaser shall be delayed entitled to all insurance awards resulting therefrom in an amount not to exceed the Purchase Price (any such insurance award in excess of the Purchase Price being the sole property of Seller). Seller agrees to keep the Property insured at current levels until such completion in all material respects occurs, and (ii) at the Buyer’s Closing or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthearlier termination of this Agreement.

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsProperty is condemned by any legally constituted authority for any public use or purpose, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or materially damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, destroyed prior to the condition of such property contemplated Closing Date, as determined by the Rebuild of the San Xxxx System) as soon as practicable at Seller in its sole expensediscretion, Seller shall give Buyer written notice thereof. If the Cable Venture indicates it will cost to repair does not exceed twenty percent (20%) of the Purchase Price and Seller agrees in writing to deliver any insurance proceeds plus any applicable deductible to Buyer, or if Seller agrees in writing to repair or restore the Property, prior to the Closing Date, to its condition on the date of execution of this Agreement, then Buyer shall be obligated to close this transaction in accordance with the terms hereof. If Seller does not so repairnotify Buyer, replace Buyer may elect either to terminate this Agreement, or to purchase the Property in the condition existing on the Closing Date without adjustment of the Purchase Price. If Buyer elects to terminate this Agreement, the Xxxxxxx Money Deposit shall be returned to Buyer, this Agreement shall be terminated and the parties shall have no further obligations hereunder, other than with respect to indemnity or other obligations set forth herein that survive termination. If Buyer elects to purchase the Property, Seller shall not be liable to restore the lost Property, nor shall Buyer be entitled to the proceeds of any policies of insurance carried by or damaged propertyfor the benefit of Seller. In any event, then the Seller shall not be deemed in default under this Agreement as a result of such condemnation, damage or destruction. Buyer shall be deemed to have the waived its right to terminate this Agreement by giving written notice thereof if Buyer does not notify Seller in writing of its election to the Cable Venture terminate this Agreement within thirty ten (3010) business days after receipt of Seller's written notice of material condemnation, damage or destruction. Notwithstanding the foregoing, any termination notice given by Buyer under this Section shall be rendered ineffective if the Property can be repaired (in Seller’s sole discretion), and, within five (5) calendar days after Seller's receipt of such notice from the Cable Venture. If the Cable Venture agrees written notice, Seller delivers to so Buyer Seller's written agreement to repair, replace at its sole cost and restore the lost or damaged propertyexpense, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect all such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if damage. In such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) event the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be deemed automatically extended to allow the Cable Venture third (3rd) business day following Seller's completion of such repairs. If Seller completes such repairs, Buyer shall not be entitled to complete such repairany insurance or condemnation proceeds, replacement or restoration, but in no event shall obtain any rights with respect to any claims Seller may have with regard to insurance maintained by Seller with respect to the Termination Date be extended by more than one month.Property. SAMPLE

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers If prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation Closing any Material Portion of the Companies’ assets Premises (as hereinafter defined) shall be taken by condemnation or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost eminent domain or damaged property to its former condition (oror destroyed by fire or other casualty, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer either party shall have the right to terminate cancel this Agreement by giving written notice thereof to the Cable Venture other party within thirty (30) 15 days after receipt following notice of such notice from the Cable Venturetaking or fire or other casualty. If either party shall give that notice, Seller shall direct the Cable Venture agrees Escrow Agent to so repairrefund to Purchaser the Deposit, replace and restore the lost or damaged property, then whereupon this Agreement shall continue in full force and effect be deemed cancelled and the Cable Venture parties hereto shall be obligated released of all obligations and liabilities hereunder, except those that are expressly stated to effect such repairsurvive the cancellation or termination of this Agreement; and neither party shall have any rights of action against the other, replacement in law or in equity, for damages or specific performance. If an immaterial portion of the Premises shall be taken by condemnation or eminent domain or damaged or destroyed by fire or other casualty, or if a Material Portion of the Premises is taken or damaged by fire or other casualty and restoration as soon as reasonably practicable; providedneither party cancels this Agreement, howeverPurchaser shall purchase the Premises in accordance with this Agreement and the purchase price shall not be reduced (except that at the Closing Purchaser shall receive a credit against the purchase price in the amount of Seller's insurance "deductible" or "co-insurance payment"), that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior but Seller's rights to the Closing, then (i) the Closing any award resulting from such taking, or (ii) any insurance proceeds resulting from such fire or other casualty (less any sums expended by Seller for repair and restoration), shall be delayed until such completion in all material respects occursassigned by Seller to Buyer at the Closing. A "Material Portion of the Premises" (a) shall be deemed to have been taken by condemnation or eminent domain, if the portion taken equals or exceeds 20 percent of the Premises, and (iib) at the Buyer’s or the Sellers’ option the Termination Date shall be extended deemed to allow have been damaged or destroyed by fire or other casualty, if the Cable Venture cost of repair and restoration shall be estimated by a contractor selected by Seller to complete such repairexceed $50,000. Seller and Purchaser waive the provision of any law of the State of New Jersey applicable to the subject matter of this Section, replacement and agree that their respective rights in the event of a taking or restoration, but in no event damage or destruction shall the Termination Date be extended governed by more than one monththis section.

Risk of Loss. The Seller shall bear all risk of loss resulting from or related to damage of or to any Property or any part thereof which may occur prior to XXX. Seller shall also bear all risk of loss resulting from or damage related to a taking or condemnation of any Property or any part thereof with respect to which written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded or all or any part of any Property is conveyed in lieu of condemnation prior to XXX (any such damage, taking or condemnation event a “Risk of Loss Event”). In the Systems event of any Risk of Loss Event prior to XXX, Buyer may, at Buyer’s sole option, by written notice to Seller and Escrow Agent, remove such Property from this Agreement as set forth in Section 6(b) above (each, a “Rejected Property”) and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will Purchase Price shall be borne reduced by the Companies amount corresponding to such Rejected Property as set forth in Exhibit A attached hereto, and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect with respect to all remaining Properties. In the alternative, Buyer may attempt to negotiate an appropriate downward adjustment of the Purchase Price. If Seller and Buyer cannot agree upon such a downward adjustment within a reasonable period (not to exceed ten (10) days from the Cable Venture date Buyer receives notice of the loss) Buyer may remove such Rejected Property from this Agreement as provided above. In the event of any Risk of Loss Event which does not result in a termination of this Agreement, Seller shall at XXX and as a condition precedent thereto, pay Buyer or credit Buyer against the Purchase Price the amount of any insurance or condemnation proceeds, or assign to Buyer, as of XXX and in a form acceptable to Buyer, all rights or claims for relief to the same, and credit to Buyer an amount equal to the deductible (if any) under the insurance policy. In the event of any Risk of Loss Event with respect to all Properties prior to XXX and Buyer elects to remove all Properties from this Agreement as provided above, then this Agreement shall automatically terminate, whereupon the Xxxxxxx Money Deposit shall be obligated paid immediately to effect such repairBuyer and, replacement and restoration except as soon as reasonably practicable; providedotherwise provided in this Agreement, however, that if such repair, replacement neither of the Parties shall have any further liability or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthobligation hereunder.

Risk of Loss. The Seller shall bear all risk of loss resulting from or related to damage of or to any Property or any part thereof which may occur prior to XXX. Seller shall also bear all risk of loss resulting from or damage related to a taking or condemnation of any Property or any part thereof with respect to which written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded or all or any part of any Property is conveyed in lieu of condemnation prior to XXX (any such damage, taking or condemnation event a “Risk of Loss Event”). In the Systems event of any Risk of Loss Event prior to XXX, Buyer may, at Buyer’s sole option, by written notice to Seller and Escrow Agent, remove such Property from this Agreement as set forth in Section 6(b) above (each, a “Rejected Property”) and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will Purchase Price shall be borne reduced by the Companies amount corresponding to such Rejected Property as set forth in Exhibit A attached hereto, and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect with respect to all remaining Properties. In the alternative, Buyer may attempt to negotiate an appropriate downward adjustment of the Purchase Price. If Seller and Buyer cannot agree upon such a downward adjustment within a reasonable period (not to exceed ten (10) days from the Cable Venture date Buyer receives notice of the loss) Buyer may remove such Rejected Property from this Agreement as provided above. In the event of any Risk of Loss Event which does not result in a termination of this Agreement, Seller shall at XXX and as a condition precedent thereto, pay Buyer or credit Buyer against the Purchase Price the amount of any insurance or condemnation proceeds, or assign to Buyer, as of XXX and in a form reasonably acceptable to Buyer, all rights or claims for relief to the same, and credit to Buyer an amount equal to the deductible (if any) under the insurance policy. In the event of any Risk of Loss Event with respect to all Properties prior to XXX and Buyer elects to remove all Properties from this Agreement as provided above, then this Agreement shall automatically terminate, whereupon the Xxxxxxx Money Deposit shall be obligated paid immediately to effect such repairBuyer and, replacement and restoration except as soon as reasonably practicable; providedotherwise provided in this Agreement, however, that if such repair, replacement neither of the Parties shall have any further liability or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthobligation hereunder.

Risk of Loss. The Except as provided in any indemnity provisions of this Agreement, Seller shall bear all risk of any loss with respect to the Property up to the earlier of the dates upon which either possession or title is transferred to Purchaser in accordance with this Agreement. Notwithstanding the foregoing, in the event of damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane Property by fire or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves materialClosing Date, long-lasting or permanent damage to or destruction or degradation repair of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, which would cost less than an amount equal to the condition of such property contemplated Exxxxxx Money (as determined by Seller in good faith) Purchaser shall not have the Rebuild of the San Xxxx System) as soon as practicable at right to terminate its sole expense. If the Cable Venture indicates it will not so repairobligations under this Agreement by reason thereof, replace and restore the lost or damaged property, then the Buyer but Seller shall have the right to terminate elect to either repair and restore the Property or to assign and transfer to Purchaser on the Closing Date all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty, and provide a credit to Purchaser for any deductible amount. Seller shall promptly notify Purchaser in writing of any such fire or other casualty and Seller’s determination of the cost to repair the damage caused thereby. In the event of damage to the Property by fire or other casualty prior to the Closing Date, repair of which would cost in excess of an amount equal to the Exxxxxx Money (as determined by Seller in good faith), then this Agreement may be terminated at the option of either party, which option shall be exercised, if at all, by giving such party’s written notice thereof to the Cable Venture other party within thirty five (305) days Business Days after receipt Purchaser receives written notice of such notice from fire or other casualty and Seller’s determination of the Cable Ventureamount of such damages, and upon the exercise of such option by either party this Agreement shall become null and void, the Exxxxxx Money shall be returned to Purchaser, and, subject to the provisions of Section 25 of this Agreement, neither party shall have any further liability or obligations hereunder. If the Cable Venture agrees neither party does not so select to so repair, replace and restore the lost or damaged propertyterminate, then this Agreement shall continue in full force not be terminated, and effect Seller shall assign and the Cable Venture shall be obligated transfer to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) Purchaser on the Closing shall be delayed until Date all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such completion in all material respects occurs, fire or casualty and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended provide a credit to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthPurchaser for any deductible amount.

Risk of Loss. The Title and risk of any loss or damage to the Systems and Product will transfer from Seller to Buyer as Product passes the assets and properties inlet flange of the Companies resulting from fireBuyer’s railcars or barges, theft, hurricane or other casualty as applicable. Buyout Option: If Buyer (except reasonable wear and teari) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable provides Seller at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty least (30) days after receipt days’ advance written notice of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, termination and (ii) pays seller an early termination fee of ***. Buyer may terminate the Purchase Confirmation at any time. If Seller (i) provides Buyer at least (30) days’ advance written notice of such termination and (ii) pays Buyer an early termination fee of ***, Seller may terminate this Purchase Confirmation at any time; provided, (a) Seller shall continue to supply any quantity of Product to Buyer on or past the Buyeractual termination date for which Buyer has made firm forward sales commitments for supply of Product from Seller’s Facility on or before receipt of Seller’s termination notice as per the Sellers’ option terms and conditions of this Purchase Confirmation and (b) if, after Seller terminates the Termination Date Purchase Confirmation as set forth in this section, Seller desires to sell Product prior to June 30, 2006 (excluding any sales of Product set forth in subsections (i) and (ii) under the section titled “Exclusive Rights”), Seller shall be extended have the obligation to allow offer Product to Buyer on the Cable Venture same terms and conditions as set for the in this Purchase Confirmation (including quantity) until June 30, 2006” Prior Agreement: By execution of this Purchase Confirmation, the parties acknowledge that the Purchase Confirmation between Buyer and Seller dated June 27, 2005, as amended August 3rd, September 6th, October 9th, November 9th, December 5th, 2005, and January 6th, February 21st, and March 23rd, 2006, (“Prior Confirmation”) is hereby terminated, and Seller waives any right to complete such repairthe early termination fee under the Prior Confirmation as a result thereof. ***INDICATES CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST. Terms and Conditions: All the terms and conditions of the General Terms and Conditions of Purchase are hereby incorporated into and made a part of this Purchase Confirmation as essential terms and conditions. PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST. Cherokee Nitrogen Company Xxxx Nitrogen Company, replacement or restorationas Seller as Buyer _____________________________ _________________________ Xxxx Xxxxxxx, but in no event shall the Termination Date be extended by more than one month.President Xxxx X. Xxxxxxxx, Vice President Attachment:

Risk of Loss. The risk Except as provided in the Lease, Seller shall maintain the Improvements to be constructed on the Real Property pursuant to the Lease until the date of Closing. Notwithstanding the foregoing, in the event of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty to the Property exceeding the sum of Five Hundred Thousand and No/100 Dollars (except reasonable wear $500,000.00) in repair costs occurring after the Turnover Date and tear) will be borne by the Companies and the Sellers prior to Closing, if the damage cannot be restored within 120 days from the date of casualty, Seller shall immediately give notice of the same to Buyer, and Buyer shall be entitled to cancel this Agreement, or close hereunder without any reduction in the Purchase Price, except that Seller shall assign without recourse or warranty to Buyer any insurance proceeds payable to Seller with respect to such damage or casualty and shall pay to Buyer the amount of any deductible or other self-insured amount. In the event of any damage or other casualty to the Property in the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) or less in repair costs occurring after the Turnover Date and prior to Closing, if the damage cannot be restored within 120 days from the date of casualty, Seller shall immediately give notice of the same to Buyer, and Buyer shall be entitled to close hereunder without any reduction in the Purchase Price, except that Seller shall assign without recourse or warranty to Buyer any insurance proceeds payable to Seller with respect to such damage or casualty. In the event Buyer cancels this Agreement due to such damage or casualty, the Xxxxxxx Money and any other deposit(s) made by Buyer together with any interest earned thereon shall be refunded to Buyer. If there is a hurricane that involves materialBuyer does not so terminate this Agreement, long-lasting Seller shall assign or permanent damage pay over, without recourse or warranty, to Buyer any insurance proceeds payable to or destruction collected by Seller with respect to such damage or degradation of casualty, together with the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations amount of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost deductible or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthother self-insured amount.

Risk of Loss. The risk a) In the event that after the delivery by Buyer of any loss or damage to the Systems and the assets and properties an effective Buyer’s Purchase Notice there shall occur a taking of all of the Companies resulting from fireEmpire Project Parcels, theft, hurricane or other casualty (except reasonable wear and tear) will then the Purchase Option shall be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation deemed terminated as of the Companies’ assets date that any of the Ground Leases terminates, the Purchase Option Deposit (together with any interest earned thereon) shall be returned to Buyer and neither party shall have any further liability or their functionality obligation under this Agreement, except for such liabilities or obligations as are specifically stated to survive termination of this Agreement. In the event after the delivery by Buyer of an effective Buyer’s Purchase Notice there shall occur a taking of less than all of the Empire Project Parcels (other than of an immaterial portion of the Empire Project Parcels), then Buyer shall have ten (10) business days from the date of delivery to Buyer by Seller of notice of such partial taking, time being of the essence, to notify Seller in writing whether it elects to irrevocably terminate the Purchase Option, in which event the Purchase Option Deposit (together with any other loss interest earned thereon) shall be returned to Buyer and neither party shall have any further liability or damage obligation hereunder, except for such liabilities or obligations as are specifically stated to survive termination of this Agreement. In the event that Buyer does not so elect to terminate the Purchase Option, fails to deliver notice of such election within the time period provided in the immediately preceding sentence or if such partial taking is sufficiently substantial so as to preclude and prevent resumption not of normal operations of any a material portion of the SystemsEmpire Project Parcels, then Buyer shall nevertheless remain obligated to purchase the Cable Venture shall promptly notify Empire Project Parcels without reduction of the Purchase Price on all the terms and conditions of this Agreement, except that Seller shall, at the Closing, pay to Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (orall awards, if any, collected by Seller on account of such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild partial taking (net of the San Xxxx Systemcost of collection) and shall assign to Buyer all of Seller’s right, title and interest, if any, in and to any and all unpaid condemnation awards to which Seller may be entitled by reason thereof pursuant to an instrument in form and substance reasonably acceptable to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates parties (it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, being agreed that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) Seller shall not settle any condemnation award without the Closing shall prior written consent of Buyer and all such rights are and will be delayed until such completion in all material respects occurs, sold and (ii) assigned to Buyer at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthClosing).

Risk of Loss. The Until Closing, Seller alone shall bear the risk of loss should there be damage to any of the Improvements by fire or other casualty. If prior to the Closing any of the Improvements shall be damaged by fire or other casualty, Seller shall take all action necessary to preserve and protect the Improvements from further loss or damage and, within ten (10) business days after such loss, deliver to Purchaser a detailed written description of the damages incurred and an estimate of the cost of restoration (“Casualty Loss Information”). If the Improvements are materially damaged (as hereinafter defined), Purchaser may, within fifteen (15) days after delivery of the Casualty Loss Information, either: (a) terminate this Agreement by delivering written notice of same to Seller or (b) waive its rights of termination and proceed to close this transaction in accordance with the terms hereof. At Purchaser’s election, the Closing shall be tolled as necessary to allow for such ten (10) business days and fifteen (15) day periods to occur prior to Closing. If Purchaser waives its right of termination, all casualty insurance proceeds payable as a result of the loss and Purchaser’s pro rata share of any rental or business loss proceeds shall be assigned to Purchaser at Closing and Purchaser shall be credited the amount of the applicable deductible and any uninsured loss. In case of such loss and Purchaser’s waiver of its right to terminate, Purchaser may notify all appropriate insurance companies of its interest in the insurance proceeds. “Material damage” is defined as damage to the Systems and Improvements of such nature that the assets and properties cost of restoring the Companies resulting from fire, theft, hurricane same to its condition prior to the fire or other casualty (except reasonable wear in full compliance with all applicable building and tear) zoning laws, ordinances, and regulations will be borne exceed $250,000.00, whether or not such damage is covered by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expenseinsurance. If the Cable Venture indicates it will not so repairparties fail to XXX- Xxxxxxxxx Xxxx Xxxxx agree on the amount of the cost of such restoration, replace the amount thereof shall be determined by the majority vote of an engineer designated by Purchaser, an engineer designated by Seller and restore an engineer designated by the lost engineers selected by the parties. All engineers shall be registered professional engineers pursuant to the laws of Texas. In the event of damage to the Property of $250,000.00 or damaged propertyless, then Purchaser shall close in accordance with the Buyer terms hereof and without any reduction in the Purchase Price. At Closing (i) Seller shall have assign its rights to the right insurance proceeds to Purchaser and (ii) Purchaser shall receive a credit against the Purchase Price in the amount of Seller’s deductible under such insurance policies and any uninsured loss. In the event Purchaser elects to terminate this Agreement by giving written notice thereof under this Section 9.I, Title Company shall return to Purchaser the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees Xxxxxxx Money and neither party to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement thereafter have any further rights or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthobligations hereunder.

Risk of Loss. The risk From the date hereof until the Closing Date, in the event that there is any damage to or loss of any loss or damage to the Systems and of the assets and properties of the Companies resulting from a Group Company in excess of One Hundred Thousand Dollars ($100,000) (whether by fire, theft, hurricane vandalism or other casualty (except reasonable wear and tear) will cause or casualty), the Purchase Price shall be borne reduced by the Companies amount necessary to repair the damage (“Damage Repair Amount”), which reduction shall be offset by any amounts paid by Seller’s insurance company and the Sellers prior assigned to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude Buyer and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the received by Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild Closing Date; provided, however, in the event of the San Xxxx System) as soon as practicable a casualty constituting a Group Companies Material Adverse Effect, Buyer, at its sole expense. If the Cable Venture indicates it will not so repairoption, replace and restore the lost or damaged property, then the Buyer shall have the right may elect to terminate this Agreement by giving written notice thereof in its entirety. If Seller and Buyer are unable to agree as to the Cable Venture Damage Repair Amount, then such amount shall be determined by an MAI appraiser to be mutually selected and paid equally by Seller and Buyer. If Seller and Buyer are unable to mutually select an appraiser, then one MAI appraiser shall be selected and paid by Buyer and one MAI appraiser shall be selected and paid by Seller. If a party does not select an appraiser as provided in the preceding sentence within ten (10) days after the other party has given notice of the name of its appraiser, such party shall lose its right to appoint an appraiser. If the two appraisers are selected by the parties as provided above, they shall meet promptly to determine the reduction in Purchase Price. If they are unable to agree within fifteen (15) days after the second appraiser has been selected, they shall jointly select a third MAI appraiser. The reduction in Purchase Price shall be set by agreement of any two of the three appraisals. If the two appraisers are unable to agree on a third appraiser within thirty (30) days after receipt the second appraiser has been selected, either party, by giving written notice to the other, may apply to the American Arbitration Association for the purpose of such notice determining the reduction in Purchase Price. Seller and Buyer shall each bear one-half (1/2) of the cost of selecting the third appraiser and of paying the third appraiser’s fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. If any two appraisers are unable to determine the reduction in Purchase Price within fifteen (15) days after the third appraiser has been selected, then the two appraisals that are closest shall be added together and their total divided by two; the resulting quotient shall be the reduction in Purchase Price (the third appraisal farthest from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture remaining two shall be obligated to effect such repairignored). In determining the reduction in Purchase Price, replacement and restoration as soon as reasonably practicable; providedeach appraiser shall take into consideration, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occursunderstand, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended correctly employ those recognized techniques that are necessary to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthproduce a credible appraisal.

Risk of Loss. The risk From the date hereof until the Closing Date, in the event that there is any damage to or loss of any loss or damage to the Systems and of the assets and properties of the Companies resulting from a Group Company in excess of One Hundred Thousand Dollars ($100,000) (whether by fire, theft, hurricane vandalism or other casualty (except reasonable wear and tear) will cause or casualty), the Purchase Price shall be borne reduced by the Companies amount necessary to repair the damage (“Damage Repair Amount”), which reduction shall be offset by any amounts paid by any Group Company’s insurance company and the Sellers prior assigned to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude Buyer and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the received by Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild Closing Date; provided, however, in the event of the San Xxxx System) as soon as practicable a casualty constituting a Group Companies Material Adverse Effect, Buyer, at its sole expense. If the Cable Venture indicates it will not so repairoption, replace and restore the lost or damaged property, then the Buyer shall have the right may elect to terminate this Agreement by giving written notice thereof in its entirety. If Sellers and Buyer are unable to agree as to the Cable Venture Damage Repair Amount, then such amount shall be determined by an MAI appraiser to be mutually selected and paid equally by Sellers and Buyer. If Sellers and Buyer are unable to mutually select an appraiser, then one MAI appraiser shall be selected and paid by Buyer and one MAI appraiser shall be selected and paid by Sellers. If a party does not select an appraiser as provided in the preceding sentence within ten (10) days after the other party has given notice of the name of its appraiser, such party shall lose its right to appoint an appraiser. If the two appraisers are selected by the parties as provided above, they shall meet promptly to determine the reduction in Purchase Price. If they are unable to agree within fifteen (15) days after the second appraiser has been selected, they shall jointly select a third MAI appraiser. The reduction in Purchase Price shall be set by agreement of any two of the three appraisals. If the two appraisers are unable to agree on a third appraiser within thirty (30) days after receipt the second appraiser has been selected, either party, by giving written notice to the other, may apply to the American Arbitration Association for the purpose of such notice determining the reduction in Purchase Price. Sellers and Buyer shall each bear one-half (1/2) of the cost of selecting the third appraiser and of paying the third appraiser’s fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for any Party. If any two appraisers are unable to determine the reduction in Purchase Price within fifteen (15) days after the third appraiser has been selected, then the two appraisals that are closest shall be added together and their total divided by two; the resulting quotient shall be the reduction in Purchase Price (the third appraisal farthest from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture remaining two shall be obligated to effect such repairignored). In determining the reduction in Purchase Price, replacement and restoration as soon as reasonably practicable; providedeach appraiser shall take into consideration, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occursunderstand, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended correctly employ those recognized techniques that are necessary to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthproduce a credible appraisal.

Risk of Loss. The Except as provided in any indemnity provisions of this Agreement, Seller shall bear all risk of any loss with respect to the Property up to the earlier of the dates upon which either possession or title is transferred to Purchaser in accordance with this Agreement. Notwithstanding the foregoing, in the event of damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane Property by fire or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the ClosingClosing Date, repair of which would cost less than the Exxxxxx Money (as determined by Seller in good faith) Purchaser shall not have the right to terminate its obligations under this Agreement by reason thereof, but Seller shall have the right to elect to either repair and restore the Property before Closing or to assign and transfer to Purchaser on the Closing Date all of Seller's right, title, and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty and credit the Purchase Price for the amount of all applicable deductibles. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture Seller shall promptly notify the Buyer Purchaser in writing of that fact any such fire or other casualty and whether Seller's determination of the Cable Venture intends cost to repairrepair the damage caused thereby. In the event of damage to the Property by fire or other casualty prior to the Closing Date, replace and restore repair of which would cost in excess of the lost or damaged property to its former condition Exxxxxx Money (oras determined by Seller in good faith), then this Agreement may be terminated at the option of Purchaser, which option shall be exercised, if at all, by Purchaser's written notice thereof to Seller within five (5) business days after Purchaser receives written notice of such lost fire or damaged property had not yet been replaced or upgraded in connection with the Rebuild other casualty and Seller's determination of the San Xxxx System, to the condition amount of such property contemplated damages, and upon the exercise of such option by the Rebuild of the San Xxxx System) Purchaser this Agreement shall become null and void, neither party shall have any further liability or obligations hereunder, except as soon as practicable at its sole expenseotherwise expressly set forth herein. If the Cable Venture indicates it will Purchaser does not so repair, replace and restore the lost or damaged propertyelect to terminate, then the Buyer Purchaser shall not have the right to terminate this Agreement by giving written notice thereof and Seller shall assign and transfer to Purchaser on the Cable Venture within thirty (30) days after receipt Closing Date all of Seller's right, title, and interest in and to all insurance proceeds paid or payable to Seller on account of such notice from fire or casualty and credit the Cable Venture. If Purchase Price for the Cable Venture agrees amount of all applicable deductibles, and Seller shall have no obligation to so repair, replace and repair or restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthProperty.

Risk of Loss. The Between the date hereof and the Closing Date, the risk of ownership and loss of the Premises shall belong solely to Seller, except as hereinafter provided. If, prior to the Closing Date, all or a substantial portion of the Premises is condemned or threatened to be condemned or taken by or threatened to be taken by eminent domain, or damaged by fire or by any loss other cause of any nature, Seller shall notify Purchaser of such taking or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), Purchaser shall have the option, to be exercised within twenty (20) business days following receipt of such notice, either (a) to require Seller to convey the Premises on the Closing Date to Purchaser in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement, and to assign to Purchaser all of Seller's right, title and interest in and to any claims Seller may have under the insurance policies, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Systems Premises and the assets and properties of the Companies resulting from fire, theft, hurricane to pay Purchaser all payments theretofore made under such insurance policies or other casualty by such condemning authorities or (except reasonable wear and tearb) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to Seller, whereupon this Agreement shall be terminated and Seller shall return, or cause to be returned to Purchaser, the Deposit and thereafter neither party shall have any further rights or obligations to the Cable Venture within thirty (30) days after receipt other, except pursuant to the provisions of Paragraph 16 hereof. Seller shall maintain hazard insurance of the type and amount customarily maintained for buildings similar to the Premises and if Seller fails to maintain such insurance and Purchaser should become entitled to an assignment of insurance proceeds as provided above, Seller shall pay to Purchaser a sum equal to the amount of such notice from proceeds that would have been paid had Seller maintained the Cable Venturerequired insurance. If In the Cable Venture agrees event that Purchaser shall fail to so repairmake the election provided in the preceding sentence within the prescribed time period, replace Purchaser shall be conclusively deemed to have elected the option set forth in clause (a) of the preceding sentence. For purposes of this Paragraph, a substantial portion of the Premises shall mean, in the event of condemnation or taking by eminent domain, a taking which (i) will result in a condemnation award in excess of $100,000 (ii) materially reduces parking or staging areas or changes or limits access to the Premises such that use of parking or staging areas are materially impaired, (iii) has an effect which prohibits or restricts the use of the existing improvements or interferes with the use of the Premises as an office or warehouse or for light industrial or light manufacturing use, and, in the event of damage by fire or any other cause, where the cost to repair and restore the lost same to its condition immediately preceding such fire or other casualty would exceed $100,000. If, prior to the Closing Date, an unsubstantial portion of the Premises is condemned, taken by eminent domain, or damaged propertyby fire or by any other cause of any nature, then this Agreement shall continue in full force and effect and without abatement of the Cable Venture shall be obligated to effect such repairPurchase Price or credit or allowance of any kind or any claim or right of action against Seller and, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to at the Closing, then (i) Seller shall assign to Purchaser any and all right, title and interest of Seller in and to any insurance policies, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Closing shall be delayed until such completion in all material respects occursPremises. Seller represents that there are no pending or, and (ii) at to its knowledge, contemplated condemnation or eminent domain proceedings affecting the Buyer’s Premises or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthany part thereof.

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsProperty is condemned by any legally constituted authority for any public use or purpose, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or materially damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, destroyed prior to the condition of such property contemplated Closing Date, as determined by the Rebuild of the San Xxxx System) as soon as practicable at Seller in its sole expensediscretion, Seller shall give Buyer written notice thereof. If the Cable Venture indicates it will cost to repair does not exceed twenty percent (20%) of the Purchase Price and Seller agrees in writing to deliver any insurance proceeds plus any applicable deductible to Buyer, or if Seller agrees in writing to repair or restore the Property, prior to Closing, to its condition on the date of execution of this Agreement, then Buyer shall be obligated to close this transaction in accordance with the terms hereof. If Seller does not so repair, replace and notify Buyer of its agreement to deliver any insurance proceeds or to repair or restore the lost Property, Buyer may elect either to terminate this Agreement, or damaged propertyto purchase the Property in the condition existing on the Closing Date without adjustment of the Purchase Price. If Buyer elects to terminate this Agreement, then the Xxxxxxx Money Deposit shall be returned to Buyer, this Agreement shall be terminated and the parties shall have no further obligations hereunder, other than with respect to any indemnity obligations set forth herein that survive termination. If Buyer elects to purchase the Property, Seller shall not be liable to restore the Property, nor shall Buyer be entitled to the proceeds of any policies of insurance carried by or for the benefit of Seller. In any event, Seller shall not be deemed in default under this Agreement as a result of such condemnation, damage or destruction. Buyer shall be deemed to have the waived its right to terminate this Agreement by giving written notice thereof if Buyer does not notify Seller in writing of its election to the Cable Venture terminate this Agreement within thirty ten (3010) business days after receipt of such Seller's written notice from of material condemnation, damage or destruction. Notwithstanding the Cable Venture. If the Cable Venture agrees to so repairforegoing, replace and restore the lost or damaged property, then any termination notice given by Buyer under this Agreement shall continue in full force and effect and the Cable Venture Section shall be obligated rendered ineffective if the Property can be repaired (in Seller’s sole discretion) and, within five (5) calendar days after Seller's receipt of such written notice, Seller delivers to effect Buyer Seller's written agreement to repair all such repair, replacement damage at its sole cost and restoration as soon as reasonably practicable; provided, however, that if expense. In such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) event the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be deemed automatically extended to allow the Cable Venture third (3rd) business day following Seller's completion of such repairs. If Seller elects to complete such repairrepair the Property, replacement Buyer shall not be entitled to any insurance or restoration, but in no event shall condemnation proceeds or obtain any rights with respect to any claims Seller may have with regard to insurance maintained by Seller with respect to the Termination Date be extended by more than one monthProperty.

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsProperty is condemned by any legally constituted authority for any public use or purpose, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost damaged or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, destroyed prior to the condition of such property contemplated Closing Date, as determined by the Rebuild of the San Xxxx System) as soon as practicable at Seller in its sole expensediscretion, Seller shall give Buyer written notice thereof. If the Cable Venture indicates it will cost to repair does not so repairexceed ten percent (10%) of the Purchase Price and Seller agrees in writing prior to the Closing Date to deliver any assignable insurance proceeds plus any applicable deductible to Buyer upon Seller's receipt of such insurance proceeds, replace and or if Seller agrees in writing prior to the Closing Date to repair or restore the lost or damaged propertyProperty to substantially its condition on the date of execution of this Agreement, then the Buyer shall be obligated to close this transaction in accordance with the terms hereof. If the cost to repair exceeds twenty-ten (10%) of the Purchase Price or Seller does not agree in writing prior to the Closing Date to either (i) deliver any assignable insurance proceeds plus any applicable deductible to Buyer upon receipt of such insurance proceeds, or (ii) repair or restore the Property, Buyer may elect either to terminate this Agreement, or to purchase the Property in the condition existing on the Closing Date without adjustment of the Purchase Price. If Buyer elects to terminate this Agreement in accordance with the immediately preceding sentence, the Xxxxxxx Money Deposit shall be returned to Buyer. If Buyer elects to purchase the Property despite the fact that the cost to repair the Property exceeds ten percent (10%) of the Purchase Price or Seller does not agree in writing prior to the Closing Date to either (i) deliver any assignable insurance proceeds plus any applicable deductible to Buyer upon receipt of such insurance proceeds, or (ii) repair or restore the Property, Seller shall not be liable to restore the Property, nor shall Buyer be entitled to the proceeds of any policies of insurance carried by or for the benefit of Seller. In any event, Seller shall not be deemed to be in default under this Agreement as a result of such condemnation, damage or destruction. Buyer shall be deemed to have the waived its right to terminate this Agreement by giving written notice thereof if Buyer does not notify Seller in writing of its election to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then terminate this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one month.within ten

Risk of Loss. The Seller shall bear all risk of loss, damage or taking (by condemnation or sale in lieu of condemnation) of all or any part of the Property which may occur prior to Close of Escrow. In the event of any loss, damage or taking prior to Close of Escrow, Buyer may, at Buyer's sole option, by written notice to Seller and Escrow Agent, cancel this Agreement whereupon the Earnest Money plus all interesx xxxxued thereon shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement, none of the Parties shall have any further liability or obligation under this Agreement. In the alternative Buyer may attempt to negotiate an appropriate downward adjustment of the Purchase Price. If Seller and Buyer cannot agree upon such a downward adjustment within a reasonable period (not to exceed 10 days from the date Buyer receives notice of the loss and the Closing Date shall be extended to the extent necessary if the Closing Date is scheduled prior to the expiration of such 10 day period) Buyer may cancel this Agreement as provided above. If Buyer waives any such loss or damage to the Systems Property and the assets closes Escrow, Seller shall at Close of Escrow and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior as a condition precedent to the Closing, pay Buyer or credit Buyer against the Additional Funds the amount of any insurance or condemnation proceeds, in an amount which shall not exceed the Purchase Price, or assign to Buyer, as of Close of Escrow and in a form acceptable to Buyer, all rights or claims for relief to the same. If there is Buyer does not cancel this Agreement in the case of a hurricane that involves materialcondemnation, long-lasting Seller shall not do or permanent damage forebear to or destruction or degradation do any acts in any condemnation action which will materially and adversely affect the outcome of such action without consulting with, and obtaining the written consent of, Buyer prior to Close of Escrow. For purposes of this Agreement, the Property shall be deemed the subject of a condemnation action as of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption date of normal operations issuance of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded a summons in connection with the Rebuild filing of the San Xxxx System, to the condition of such property contemplated a complaint in eminent domain (or similar filing) by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost any condemning authority or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthstatutorily authorized non-governmental condemnor.

Risk of Loss. The risk of any loss (a) Neither Seller nor Purchaser shall have the right to terminate this Agreement if the Property is destroyed or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane damaged by fire or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closingcasualty. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets Property by fire or their functionality other casualty, there shall be no abatement of the Purchase Price, Seller shall assign to Purchaser (without recourse) at the Closing the rights of Seller to the proceeds, if any, under Seller's insurance policies covering the Property with respect to such damage or destruction, and Purchaser shall be entitled to receive and keep any monies received from such insurance policies. Purchaser shall have the right to participate with Seller in the settlement of all insurance claims, and Seller shall not agree to any adjustment of claims without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. If Purchaser reasonably rejects or otherwise reasonably withholds its consent to any such adjustment acceptable to Seller, then Purchaser may contest the claim and if Purchaser so seeks to contest any such claim in court or by other loss proceeding, Purchaser shall be responsible for the payment of all reasonable attorneys fees and other expenses incurred by Seller in commencing and prosecuting any action under the applicable insurance policies. Notwithstanding anything to the contrary contained in the preceding portions of this Section 11(a), if there is damage to or damage destruction of the Property by a casualty that is sufficiently substantial so as not covered by Seller's insurance and the reasonably estimated cost to preclude and prevent resumption of normal operations of any material portion of repair the Systemsdamage or destruction caused thereby exceeds $100,000, the Cable Venture Seller shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition Purchaser of such property contemplated by casualty promptly following the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repairoccurrence thereof, replace and restore the lost or damaged property, then the Buyer Purchaser shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty other not later than ten (3010) days after receipt the giving of such notice from the Cable VentureSeller's notice. If the Cable Venture agrees Purchaser elects to so repairterminate this Agreement as aforesaid, replace and restore the lost or damaged property, then this Agreement shall continue in full terminate and be of no further force and effect and neither party shall have any liability to the Cable Venture other hereunder, except that Seller shall be obligated to effect such repairinstruct Escrow Agent to return to Purchaser the Downpayment and interest earned thereon; PROVIDED, replacement and restoration as soon as reasonably practicable; providedHOWEVER, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior Seller shall have the right to require Purchaser to consummate the transactions contemplated hereby (subject to the Closingother provisions of this Agreement) by giving notice to Purchaser not later than ten (10) days after the giving of Purchaser's notice to terminate, then (i) the Closing provided that Purchaser shall be delayed until entitled to an abatement of the Purchase Price in the amount reasonably estimated to repair the damage or destruction caused by such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthuninsured casualty.

Risk of Loss. The Prior to Closing, the risk of loss shall remain with Seller. If, prior to Closing, the REO Property or any loss part thereof shall be condemned, destroyed or damage damaged by fire or other casualty, Seller shall promptly notify Purchaser. If the REO Property or any part thereof shall be condemned such that damages are in excess of an amount equal to the Systems and the assets and properties ten percent (10%) of the Companies resulting from fire, theft, hurricane Purchase Price or if the REO Property or any part thereof shall be destroyed or damaged by fire or other casualty (except reasonable wear and tear) will the repair of which would cost in excess of $500,000, then, at the option of Purchaser, which option shall be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (orexercisable, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx Systemat all, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture Seller within thirty three (303) days Business Days after receipt Purchaser receives written notice of such notice from the Cable Venturefire, earthquake or other casualty or condemnation, this Contract may be terminated. If Purchaser elects to terminate this Contract, the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture Xxxxxxx Money shall be obligated returned to effect such repairPurchaser, replacement in which event this Contract shall, without further action of the parties, become null and restoration as soon as reasonably practicable; providedvoid, howeverand neither party shall have any rights or obligations under this Contract, except those which expressly survive termination. In the event that Purchaser does not exercise the option to terminate the Contract set forth above, or if such repair, replacement the condemnation or restoration cannot reasonably be completed in all material respects prior to casualty is below the Closingthresholds described above or if the casualty involves an uninsured loss, then (i) Purchaser’s obligations hereunder to purchase the REO Property for the full Purchase Price shall apply without regard to the occurrence or effect of any damage to the REO Property or destruction of any improvements on the REO Property or condemnation of any portion of the REO Property, (ii) Purchaser shall have no right to terminate this Contract or reduce the Purchase Price in the event of any damage to the REO Property or destruction of any improvements on the REO Property or condemnation of any portion of the REO Property, (iii) Purchaser hereby waives any right Purchaser may have at law or in equity to terminate this Contract or seek reduction of the Purchase Price on account of any damage to the REO Property or destruction of any improvements on the REO Property or condemnation of any portion of the REO Property, and (iv) the Closing shall be delayed until such completion in all material respects occurstake place on the Closing Date, and (ii) at provided, however that Seller hereby agrees that upon the Buyer’s or the Sellers’ option the Termination Date Closing, there shall be extended a credit against the Purchase Price due hereunder equal to allow the Cable Venture amount of any insurance proceeds or condemnation awards collected by Seller, if any, as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the REO Property or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to complete Purchaser, except to the extent needed to reimburse Seller for sums expended prior to the Closing to repair or restore the REO Property or to collect any such repair, replacement proceeds or restoration, but in no event shall the Termination Date be extended by more than one monthawards.

Risk of Loss. The risk a) In the event that after the delivery by Buyer of any loss or damage to the Systems and the assets and properties an effective Buyer’s Purchase Notice there shall occur a taking of all of the Companies resulting from fireEmpire Project Parcels, theft, hurricane or other casualty (except reasonable wear and tear) will then the Purchase Option shall be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation deemed terminated as of the Companies’ assets date that any of the Ground Leases terminates, the Purchase Option Deposit (together with any interest earned thereon) shall be returned to Buyer and neither party shall have any further liability or their functionality obligation under this Agreement, except for such liabilities or obligations as are specifically stated to survive termination of this Agreement. In the event after the delivery by Buyer of an effective Buyer’s Purchase Notice there shall occur a taking of less than all of the Empire Project Parcels (other than of an immaterial portion of the Empire Project Parcels), then Buyer shall have ten (10) business days from the date of delivery to Buyer by Seller of notice of such partial taking, time being of the essence, to notify Seller in writing whether it elects to irrevocably terminate the Purchase Option, in which event the Purchase Option Deposit (together with any other loss interest earned thereon) shall be returned to Buyer and neither party shall have any further liability or damage obligation hereunder, except for such liabilities or obligations as are specifically stated to survive termination of this Agreement. In the event that Buyer does not so elect to terminate the Purchase Option, fails to deliver notice of such election within the time period provided in the immediately preceding sentence or if such partial taking is sufficiently substantial so as to preclude and prevent resumption not of normal operations of any a material portion of the SystemsEmpire Project Parcels, then Buyer shall nevertheless remain obligated to purchase the Cable Venture shall promptly notify Empire Project Parcels without reduction of the Purchase Price on all the terms and conditions of this Agreement, except that Seller shall, at the Closing, pay to Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (orall awards, if any, collected by Seller on account of such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild partial taking (net of the San Xxxx Systemcost of collection) and shall assign to Buyer all of Seller’s right, title and interest, if any, in and to any and all unpaid condemnation awards to which Seller may be CONFIDENTIAL TREATMENT REQUEST BY EMPIRE RESORTS, INC. IRS EMPLOYER IDENTIFICATION NUMBER 00-0000000 CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “***” entitled by reason thereof pursuant to an instrument in form and substance reasonably acceptable to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates parties (it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, being agreed that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) Seller shall not settle any condemnation award without the Closing shall prior written consent of Buyer and all such rights are and will be delayed until such completion in all material respects occurs, sold and (ii) assigned to Buyer at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthClosing).

Risk of Loss. The Seller shall bear all risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers related to damage of or to a Property or any part thereof which may occur prior to the Closing (a “Casualty”). Seller shall also bear all risk of loss resulting from or related to a taking or condemnation of a Property or any part thereof if, prior to Closing, written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded, or all or any part of a Property is conveyed in lieu of condemnation (any such taking or condemnation event being a “Condemnation”). If there is a hurricane that involves materialCasualty or Condemnation occurs with respect to any Property, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition Seller will immediately give written notice of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable event to Buyer. Buyer may, at its Buyer’s sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement option by giving written notice thereof to the Cable Venture Seller and Escrow Agent within thirty (30) days after receipt of receiving such notice from Seller, terminate this Agreement as to each affected Property and each such terminated Property will be treated as a “Removed Property” as provided in Section 5(c) above (with proportionate reductions in the Cable VenturePurchase Price and Deposit). If necessary, the Cable Venture agrees Closing Date will be extended to so repairallow Buyer such thirty-day period. If any Casualty or Condemnation occurs which does not result in a termination of this Agreement as to the affected Property, replace Seller will, at Closing and restore as a condition precedent thereto, pay Buyer or credit Buyer against the lost Purchase Price the amount of any insurance or damaged propertycondemnation proceeds attributable to such event, or assign to Buyer, as of the Closing Date and in a form acceptable to Buyer, all rights or claims to the same, and (if a Casualty) credit to Buyer an amount equal to any deductible or other loss amounts which are not covered under Seller’s insurance policy(ies) applicable to the affected Property. If all Properties become “Removed Properties” as provided above, then this Agreement shall continue in full force and effect and will automatically terminate, whereupon the Cable Venture shall Deposit will immediately be obligated paid by Escrow Agent to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occursBuyer, and (ii) at neither of the Buyer’s Parties will have any further liability or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthobligation under this Agreement except for any Surviving Obligations.

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers If prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality Improvements, or any other loss part thereof, are materially damaged or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of destroyed, Buyer has the Systemsright, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement exercisable by giving written notice thereof to the Cable Venture Sellers within thirty (30) days after receipt receiving written notice of such notice from damage or destruction (and if necessary the Cable VentureClosing Date shall be extended to give the parties time to make the election), either (A) to terminate this Agreement, in which case all of the Deposits (the Initial Deposit, the Additional Deposit and interest accrued thereon) shall be returned to Buyer, and any other money or documents in escrow shall be returned to the party depositing the same, and neither party shall have any further rights or obligations under this Agreement other than the Surviving Obligations, or (B) to accept the Property in its then condition and to proceed with the Closing without any abatement or reduction in the Purchase Price and receive an assignment at the Closing of all of the affected Seller’s right to any insurance proceeds payable by reason of such damage or destruction (after deducting therefrom all of such Seller’s Casualty Costs), and Buyer shall receive a credit at Closing for any deductible amounts under such insurance policies. A failure by Buyer to notify Sellers in writing within such thirty (30) day period will be deemed an election to proceed under clause (B) above. If the Cable Venture agrees Buyer elects (or is deemed to so repair, replace and restore the lost or damaged propertyelect) to proceed under clause (B) above, then thereafter, the Seller of the affected Real Property shall not compromise, settle or adjust any claims to such insurance proceeds without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. For the purpose of this Agreement shall continue in full force and effect Section 17, damage to the Real Property is deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage exceeds Five Percent (5%) of the portion of the Purchase Price allocable to such Real Property and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects Property associated therewith. If prior to the Closing, any non-material portion of the Property is damaged, Buyer shall accept the Property in its then condition (iwithout any abatement or reduction in the Purchase Price) and proceed with the Closing, in which case Buyer is entitled to an assignment at the Closing of all the affected Seller’s rights to any insurance proceeds arising from such damage to the Property (less all of such Seller’s Casualty Costs), and Buyer shall be delayed until receive a credit for any deductible amounts under such completion in all insurance policies. If any such non-material respects damage occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one month.the

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane by fire or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior or cause to the Closing. If there is a hurricane that involves material, long-lasting assets of any Station or permanent damage to or destruction or degradation Station Works shall be upon Seller until the date of the Companies’ Closing at which Seller's interest in the Subsidiary that owns such assets or their functionality or are transferred to Buyer. In the event of any other such loss or damage that is sufficiently substantial so as would cause the condition set forth in Section 6.2(a) not to preclude and prevent resumption of normal operations of any material portion be satisfied because of the Systemsoccurrence of such loss or damage (a "Material Casualty Loss"), the Cable Venture Seller shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repairrestore, replace and restore or repair the lost or damaged property assets to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicabletheir previous condition; provided, however, that if any such repairMaterial Casualty Loss shall not have been restored, replaced or repaired as of the date of the Closing scheduled for the transfer of the Stock of the Subsidiary that owns such assets, Seller shall have the right to delay the date of such Closing for a period of up to ninety (90) business days from the date such Closing would otherwise occur (or a longer period if Buyer shall consent in writing) to make such restorations, replacements or repairs as are necessary; provided, further, that if such delay shall be the sole cause of such Closing occurring after the Outside Closing Date and, as a result, Buyer shall be obligated to make payment to Seller pursuant to Section 1.4(d), then Buyer shall have the right to withhold from such payment an amount equal to the portion of such payment (as set forth on Exhibit B) attributable to the Subsidiary that owns, as applicable, Station Works or the Station at which such loss or damage occurred, and Seller shall not be obligated to transfer the Stock of the Subsidiary that owns such Station or Station Works. Seller shall provide Buyer with written notice of the completion of the restoration, replacement or restoration cannot reasonably be completed in all material respects repair of such loss or damage, and on the tenth (10th) business day following such notice Seller shall transfer the Stock of such Subsidiary to Buyer, and Buyer shall pay to Seller any such withheld amount. In the event of any such loss or damage prior to the Closinga Closing that does not constitute a Material Casualty Loss, then Seller shall, at its option, either (ia) the Closing restore, replace or repair such loss or damage, in which case Seller shall be delayed until such completion in entitled to receive all material respects occurs, and (ii) at the Buyer’s insurance proceeds to which Seller or the Sellers’ option Subsidiaries would be entitled as a result of such loss or damage, or (b) assign such insurance proceeds to Buyer, whereupon Seller shall have no further liability to Buyer for such loss or damage (pursuant to the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement indemnification provisions of this Agreement or restoration, but in no event shall the Termination Date be extended by more than one monthotherwise).

Risk of Loss. The Except as otherwise specifically set forth herein, risk of loss, damage or destruction of the Property and improvements resulting from any insured casualty under a standard "Special Perils Form" insurance policy for the improvements located on the Property or from any waste caused by Seller or Seller's employees, agents or servants, and all Property expenses and insurance, shall be borne by Seller until the Closing Date. Purchaser takes responsibility for, and the Property is subject to any deterioration of the physical condition of the Property and improvements resulting from ordinary wear and tear from and after the Feasibility Period Expiration Date and any loss or damage to the Systems and Property caused by Purchaser. In the assets and properties event of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent any damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material a portion of the SystemsProperty, Seller may either elect to repair the Cable Venture shall damage or terminate this Contract, and will promptly notify Purchaser of the Buyer type and extent of such damage and Seller's election whether to repair the damage or terminate the Contract. Notwithstanding Seller's election to terminate the Contract, Purchaser shall have the right to purchase the Property in writing its damaged and "AS-IS" condition without reduction in the Purchase Price by providing written notice to Seller within ten (10) days after receipt of that fact Seller's notice. If Seller elects to repair the damage and whether if the Cable Venture intends repair of the damage will reasonably take longer than ninety (90) days to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer Purchaser shall have the right to terminate this Agreement Contract by giving providing written notice thereof to the Cable Venture Seller within thirty ten (3010) days after receipt of such Seller's notice. Failure by Purchaser to respond to Seller's notice from shall be deemed a waiver of Purchaser's rights set forth herein. The Closing Date shall be automatically extended to effectuate the Cable Venturerepair of the damage and the time frames set forth herein. In the event of any condemnation of a material portion of the Property (as mutually agreed upon by the parties), Purchaser shall have the right to terminate this Contract within ten (10) days after notice of the condemnation by providing written notice to Seller. If the Cable Venture agrees Purchaser fails to so repairtimely terminate this Contract, replace and restore the lost or damaged property, then this Agreement Contract shall continue remain in full force and effect without reduction in the Purchase Price and Seller shall assign to Purchaser the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s condemnation award or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthsale proceeds.

Risk of Loss. The Subject to the provisions of this PARAGRAPH 7.9, the risk of loss as to all of the Properties shall be upon Sellers until Closing. In the event of any material (as defined below) loss or damage to, material threatened or actual condemnation or other eminent domain proceeding affecting any of or a material transfer in lieu of condemnation approved by Buyer pursuant to the Systems and the assets and properties PARAGRAPH 7.1 of any of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects Properties prior to the Closing, then Buyer may terminate this Agreement as to the affected Property within ten (10) days after the later of the Effective Date or the date Buyer is notified in writing by Sellers of such casualty event or condemnation. Upon such termination, the Purchase Price for the Assets shall be reduced by the amount of the Purchase Price allocated for the Property that has incurred the casualty damage. If Buyer does not so terminate this Agreement as to the affected Property, Buyer shall be deemed to have waived the material loss or damage, condemnation or transfer in lieu of condemnation and shall proceed to close, as provided hereinbelow. If Buyer waives any material loss or damage to, condemnation or transfer in lieu of condemnation of any Property and proceeds to consummate the Purchase and Sale Transaction, or in the event of immaterial loss, damage or condemnation as to any Property and Sellers have not repaired, replaced or otherwise restored the damaged aspects of the affected Property prior to the applicable Closing, the parties shall close on the applicable Closing Date, and, at Sellers' election, either: (i) there shall be a reduction of the Purchase Price in an amount equal to the proceeds payable to Sellers as a result of such material loss or damage, condemnation or transfer in lieu of condemnation; or (ii) Sellers shall pay to Buyer at the Closing shall be delayed until the amount of (i) any insurance or condemnation proceeds payable as a result of such completion material loss or damage, condemnation or transfer in lieu of condemnation and assign to Buyer in a manner reasonably acceptable to Buyer as of the Closing all material respects occursrights or claims to proceeds payable thereafter, and (ii) at the Buyer’s insurance deductible. A material loss, damage, taking or transfer in lieu of condemnation is any loss, damage, taking or transfer in lieu of condemnation to any one Property the Sellers’ option cost of which to replace or repair exceeds $750,000 or a taking of any portion of any Property that impairs the Termination Date shall be extended continued use or operation of such portion of that Property substantially as used or operated prior to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthtaking.

Risk of Loss. The risk If a Risk of any loss or damage to the Systems and the assets and properties Loss Event (as defined below) occurs as a result of the Companies resulting from a fire, theftcasualty, hurricane taking or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is condemnation affecting a hurricane that involves materialProperty before XXX, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right right, at Buyer’s sole option, by giving written notice to Seller and Escrow Agent to terminate this Agreement by giving written notice thereof to in its entirety. In the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then event this Agreement shall continue is terminated in full force and effect and its entirety, the Cable Venture Xxxxxxx Money Deposit shall be obligated paid immediately by Escrow Agent to effect such repairBuyer and, replacement and restoration except as soon as reasonably practicable; providedotherwise provided in this Agreement, however, neither of the Parties shall have any further liability or obligation under this Agreement. A “Risk of Loss Event” shall be deemed to have occurred hereunder in the event that if such repair, replacement or restoration cannot reasonably be completed in all material respects there occurs prior to the Closing, then XXX (i) a fire or other casualty that causes damage to any Property and the Closing shall be delayed until cost to repair the damage therefrom exceeds Two Hundred Fifty Thousand Dollars ($250,000) or is not covered by insurance carried by Seller or Tenant, other than any deductible under any such completion in all material respects occursinsurance policies, and (ii) at a taking or condemnation of any Property or any part thereof with respect to which written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded or all or any part of any Property is conveyed in lieu of condemnation prior to XXX, which results or could result in the Buyer’s access to such Property needing to be relocated or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthten percent (10%) of such Property being taken, or (iii) any fire, casualty or proposed or actual taking or condemnation that (A) gives rise to a Lease termination or a Tenant right to terminate the applicable Lease which has not been permanently waived in writing, or (B) gives rise to a Tenant right to permanently reduce, xxxxx or offset its rent under the applicable Lease which has not been permanently waived in writing. In the event of any fire, casualty, taking or condemnation which does not result in a termination of this Agreement, Seller shall at XXX and as a condition precedent thereto, pay Buyer or credit Buyer against the Purchase Price the amount of any insurance or condemnation proceeds, or assign to Buyer, as of XXX and in a form acceptable to Buyer, all rights or claims for relief to the same, to the extent payable to Seller and not Tenant under the Leases, and credit to Buyer an amount equal to the deductible (if any), to the extent not payable by Tenant under the applicable Lease.

Risk of Loss. The risk Seller agrees to give Buyer prompt notice of any loss fire or other casualty affecting the Property after the Execution Date or of any actual or threatened (to the extent that Seller has current actual knowledge thereof) taking or condemnation of all or any portion of the Property after the Execution Date. If after the Execution Date and prior to Closing, there shall occur, damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane Property caused by fire or other casualty which would cost an amount, greater than, or equal to, ten percent (except reasonable wear and tear10%) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets Purchase Price to repair, or their functionality the taking or condemnation of all or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection Property which would materially interfere with the Rebuild of the San Xxxx System, to the condition present use of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repairProperty, replace and restore the lost or damaged propertythen, then the in such event, Buyer shall have the right to terminate this Agreement by giving written notice thereof a Termination Notice to the Cable Venture Seller, together with copies or originals of all Due Diligence Reports, within thirty ten (3010) days after receipt of such Buyer has received notice from Seller or otherwise learns of that event. Upon such termination and delivery of copies or originals of all Due Diligence Reports, the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture Deposit shall be obligated delivered to effect such repairBuyer and neither party shall have any further rights or obligations hereunder, replacement and restoration as soon as reasonably practicable; providedexcept, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior Buyer shall remain obligated with respect to the Closingindemnities and obligations herein which specifically survive termination. If Buyer does not so timely elect to terminate this Agreement, then (i) the Closing shall take place as provided herein and there shall be delayed until assigned to Buyer at the Closing all interest of Seller in and to the insurance proceeds or condemnation awards payable to Seller on account of that event less any sums reasonably incurred by Seller before the Closing to repair any damage caused by such completion event and less any sums reasonable incurred by Seller before and/or after the Closing in processing and resolving the claim with the insurance company, including but not limited to reasonable attorneys' fees and costs (collectively, the "Net Proceeds"). Notwithstanding the foregoing, in the event that the amount of Net Proceeds exceeds the Purchase Price, Buyer shall only be 17 entitled to a share of the Net Proceeds equal to the Purchase Price (the "Buyer's Proceeds") and Seller shall receive the balance of the Net Proceeds which exceed the Purchase Price (the "Excess Proceeds"). If after the Execution Date and prior to Closing there shall occur damage to the Property caused by fire or other casualty which would cost less than ten percent (10%) of the Purchase Price to repair, or the taking or condemnation of a portion of the Property which would not materially interfere with the present use of the Property, then, Buyer may not terminate this Agreement and there shall be assigned to Buyer at the Closing all material respects occurs, interest of Seller in and (ii) at to the Buyer’s Proceeds. If any Buyer’s Proceeds in connection with a casualty to the Property are assigned to Buyer at Closing in accordance with this Section 12.1, Buyer shall process and handle the claim with the insurance company. Seller and Buyer agree to use good faith efforts to cooperate with each other in resolving the amount of the Net Proceeds, including, without limitation, promptly providing any and all materials requested by the insurance company and promptly responding to any and all inquiries from the insurance company. Upon payment by the insurance company, the Buyer’s Proceeds shall be disbursed to Buyer and the Excess Proceeds, if any, shall be disbursed to Seller. Seller makes no representation or warranty with respect to the amount of the Net Proceeds that will be available from the insurance company in connection with any such casualty, including, without limitation, whether Buyer will be entitled to the actual cash value or the Sellers’ option replacement cost of the Termination Date Property. The provisions of this paragraph shall be extended to allow survive the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one month.Closing. 12.2

Risk of Loss. The Seller shall bear the risk of any all loss or damage to the Systems Property from all causes until Closing, including without limitation any condemnation, eminent domain or expropriation proceeding which is commenced prior to Closing, and any loss to the assets Property due to any casualty or other cause. Seller represents that it has, and properties will maintain pending Closing, a policy of fire and extended coverage insurance in at least the full amount of the Companies resulting from firereplacement cost of all buildings and improvements located on the Property. Seller will request the insurer to add Buyer’s name to the policy as an additional insured, theftas its interest may appear, hurricane but Buyer shall pay any additional premium or charge for such additional insured. Seller will deliver to Buyer within five (5) business days after the Effective Date written proof that such policy is in effect. If at any time prior to Closing any portion of the Property is destroyed or damaged as a result of fire or any other casualty whatsoever, or subjected to a bona fide threat of condemnation, expropriation or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior proceeding, Seller shall promptly give written notice thereof to the ClosingBuyer. If there is a hurricane that involves material, long-lasting the extent of the estimated or permanent actual damage to or destruction or degradation loss in value of the Companies’ assets or their functionality or Property resulting from any other loss or damage that such event is sufficiently substantial so as to preclude greater than Two Hundred Fifty Thousand and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition 00/100 Dollars US (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property$250,000.00), then the Buyer shall have the right right: (i) to terminate this Agreement by giving written notice thereof to the Cable Venture Seller within thirty (30) days after of Buyer’s receipt of such notice from Seller under this Section, whereupon Escrow Agent shall return the Cable Venture. If the Cable Venture agrees Deposit (with any accrued interest) to so repairBuyer, replace and restore the lost or damaged property, then thereafter this Agreement shall continue in full force be void and effect and the Cable Venture neither party shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicablehave any further rights or obligations hereunder; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at to proceed with this Agreement and the Buyer’s purchase contemplated herein, subject to such damage or the Sellers’ option the Termination Date less any interest taken by eminent domain, expropriation or condemnation, shall be extended effected without in any manner affecting the Purchase Price, and at Closing, Seller shall assign, transfer and set over to allow Purchaser all of the Cable Venture right, title and interest of Seller in and to complete any awards and insurance proceeds or claims that have been or that may thereafter be made for such repairtaking or damage. In the event Buyer elects to proceed under clause (ii) above, replacement or restoration, but in no event the Purchase Price shall be reduced by the Termination Date be extended by more than one monthamount of Seller’s insurance deductible.

Risk of Loss. The Subject to the provisions of this Section 12, the risk of loss shall be upon Seller until Close of Escrow. In the event of any material (as defined below) loss or damage to or condemnation of any portion of the Property or Improvements prior to the Close of Escrow, Seller shall promptly notify Buyer in writing and Buyer may terminate this Agreement within ten (10) days after Buyer is notified in writing by Seller of such casualty event or condemnation. If Buyer does not so terminate this Agreement, Buyer shall be deemed to have waived the material loss or damage and shall proceed to Closing, as provided hereinbelow. If Buyer waives any material loss or damage to or condemnation of the Property or Improvements and proceeds to consummate the Purchase and Sale Transaction, or in the event of immaterial loss, damage or condemnation and Seller has not repaired, replaced or restored the damaged or condemned Improvements prior to Closing (the repair of which Seller shall have no obligation), the parties shall close on the Closing Date, there shall be no reduction of the Purchase Price (except that Buyer shall receive a credit against the Purchase Price in the amount of any deductible, less any amounts thereof used by Seller to repair, replace or restore the damaged Improvements), and Seller shall pay to Buyer at the Close of Escrow the amount of any insurance or condemnation proceeds attributable to the Improvements which have been received by Seller (less any amounts thereof used by Seller to repair, replace or restore the damaged or condemned Improvements) and assign to Buyer as of the Close of Escrow all rights or claims to proceeds payable thereafter to the extent permitted by Seller’s insurance policies. A material loss, damage or taking is any loss or damage to the Systems and the assets and properties any portion of the Companies resulting from fire, theft, hurricane Property and Improvements the cost of which to replace or other casualty (except reasonable wear and tear) will be borne by repair exceeds $1,500,000 or a taking of any portion of the Companies and Property that materially impairs the Sellers continued use or operation of such portion of the Property substantially as used or operated prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthtaking.

Risk of Loss. The Seller shall bear the full risk of loss of any loss goods purchased or damage identified to the Systems contract pursuant hereto until goods are delivered to and received by Buyer. Seller specifically bears the assets and properties risk of loss of any goods delivered to a common carrier whether or not Seller is responsible to pay for transportation. CANCELLATION: Buyer may, at any time, cancel all or any part of the Companies resulting from firework covered by this order, theftand terminate this order in whole or in part, hurricane even though Seller is not then in default. Seller will, in accordance with notice of cancellation, terminate work under any orders or other casualty (except subcontracts outstanding, place no further orders or subcontracts, and take all steps necessary to protect the material or property in Seller’s possession in which Buyer has or may acquire an interest. In the event of cancellation, Buyer’s obligation, if any, shall be limited to reasonable wear compensation for materials completed or services furnished in accordance with the terms of this order and tear) not previously paid for. In no event will Buyer be borne by responsible for materials which are in excess of quantities specified in the Companies and schedules furnished nor for the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation items manufactured in advance of the Companies’ assets schedules, notwithstanding the quantities specified in any orders outstanding for the materials or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption items, nor for services which go beyond the face of normal operations this order. If, however, cancellation arises out of Seller’s breach of any material portion condition hereof, including breach of the Systemswarranty, the Cable Venture or by Seller’s delay, Seller shall promptly notify the not be entitled to any claim for compensation and Buyer in writing of that fact shall have against Seller all remedies provided by law and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expenseequity. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the INSOLVENCY: Buyer shall have the unrestricted right without liability to terminate cancel this Agreement by giving written notice thereof to Purchase Order in the Cable Venture within thirty (30) days after receipt event of such notice from the Cable Venture. If happening of any of the Cable Venture agrees to so repair, replace and restore the lost following or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then any other comparable events: (i) the Closing shall be delayed until such completion in all material respects occurs, and Seller’s insolvency; (ii) at commencement of proceedings by, for or against Seller under any law relating to bankruptcy or the relief of debtors; (iii) the appointment of a receiver or trustee for Seller; (iv) the execution by Seller of an assignment for the benefit of the creditors; and (v) the determination by Buyer, in its sole reasonable judgment, that Seller’s financial condition is such as to endanger its performance hereunder. PROPRIETARY RIGHTS: All technical information in the nature of designs, blueprints, specifications, engineering data for production or product know-how, which is supplied to Seller by Buyer to facilitate or assist in the performance of this order, shall, unless otherwise agreed, be considered Buyer’s proprietary property and kept confidential by the Seller, and Seller will use and cause its employees and agents to use extreme caution not to disclose any such information either directly or indirectly by using the Sellers’ option information in manufacturing products for others or otherwise. Additionally, Seller agrees to and does hereby assign to Buyer all patents, copyrights, trademarks and all rights thereto and agrees not to otherwise make use of any invention, improvement or discovery (whether or not patentable) conceived or reduced to practice by Seller in the Termination Date performance of this order using any of the foregoing proprietary property and such assignment shall be extended considered as additional consideration for Buyer issuing this order. Upon completion of performance, Seller shall deliver to allow Buyer any and all information relating to any such invention, improvement or discovery, and shall cause employees or others subject to Seller’s instructions to sign as appropriate all assignments and other documents necessary to convey title to Buyer and all documents necessary or convenient to enable the Cable Venture Buyer to complete such repairfile applications for patents and/or register copyrights throughout the world and to obtain title thereto. COMPLIANCE WITH APPLICABLE LAWS: Seller agrees that in the performance of this order it will comply with all applicable laws, replacement statutes, rules, regulations or restorationorders of the United States government or of any state or political subdivision thereof, but and the current applicable statutory and regulatory requirements of the country of receipt, the country of shipment, and the Buyer- identified country of destination, if provided. Without limiting the generality of the foregoing, Seller agrees that it will include on all invoices, and that all invoices in no event shall order to be approved for payment must include, the Termination Date be extended following statement: “Seller represents that, with respect to the production of goods covered by more than one monththis invoice, it has fully complied with all provisions of the Fair Labor Standards Act of 1938, as amended.” NON-DISCRIMINATION IN EMPLOYMENT: Seller agrees that the representations and provisions required by Section 202 of the Executive Order No. 11246 of September 24, 1965, as to non-discrimination in employment are hereby incorporated in and made a part of this order.

Risk of Loss. The Seller shall bear all risk of any loss resulting from or related to damage of or to the Systems and the assets and properties Property or any part thereof which may occur prior to Closing (a “Casualty”). Seller shall also bear all risk of loss resulting from or related to a taking or condemnation of the Companies resulting from fireProperty or any part thereof if, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to Closing, written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded, or all or any part of the ClosingProperty is conveyed in lieu of condemnation (any such taking or condemnation event being a “Condemnation”). If there is a hurricane that involves material, long-lasting Casualty or permanent damage to or destruction or degradation Condemnation occurs following the expiration of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as Study Period, Seller will promptly give written notice of such event to preclude and prevent resumption of normal operations Buyer. In the event of any material portion of such Casualty or Condemnation and (i) the Systems, same would give the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have Tenant the right to terminate this Agreement any of the Leases or xxxxx its rent thereunder, (ii) the estimated repair cost exceeds $1,000,000 or (iii) any of the foregoing determinations cannot be made within the time period set forth below, Seller will promptly give written notice of such event to Buyer. Buyer may, at Buyer’s sole option by giving written notice thereof to Seller and Escrow Agent within the Cable Venture within thirty earlier of (30a) five (5) business days after receipt of receiving such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost Seller or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (ib) the Closing shall Date, terminate this Agreement, in which event the Deposit will immediately be delayed until paid by Escrow Agent to Buyer, subject to the provisions of the Escrow Instructions, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations. If any Casualty or Condemnation occurs which does not result in a termination of this Agreement, Seller will, at Closing and as a condition precedent thereto, pay Buyer or credit Buyer against the Purchase Price the amount of any insurance or condemnation proceeds attributable to such completion event, or assign to Buyer, as of the Closing Date and in a form acceptable to Buyer, all material respects occursrights or claims to the same, and (iiif a Casualty) at credit to Buyer an amount equal to any deductible or other loss amounts which are not covered under Seller’s insurance policy(ies) applicable to the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repairProperty. Purchase and Sale Agreement [Concept]--[City, replacement or restoration, but in no event shall the Termination Date be extended by more than one month.State] EAST\76951995.6

Risk of Loss. The Until Closing, risk of any loss or damage to the Systems and Real Property shall remain with Seller. If the assets and properties Real Property shall suffer damage prior to Closing whereby Seller reasonably estimates that the cost of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) repair will be borne by less than One Hundred Thousand Dollars ($100,000.00) and require less than ninety (90) days to rebuild, repair or restore, then Seller, at its election, may either (i) repair and restore the Companies and Real Property to the Sellers condition existing prior to the Closing. If there is a hurricane that involves materialcasualty (as near as practicable), longor (ii) assign to Buyer the right to receive insurance proceeds relating to the damage (including any available rent loss insurance proceeds covering post-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx SystemClosing losses, to the condition extent that Buyer sustains or will sustain any such losses, but under no circumstances shall the assigned insurance proceeds exceed the Purchase Price), in which event Buyer shall accept possession of the Real Property at Closing "AS IS, WHERE IS." If Seller reasonably estimates that the cost of repair will be One Hundred Thousand Dollars ($100,000.00) or more or require ninety (90) or more days to rebuild, repair or restore, and Buyer is not then in default hereunder beyond any applicable cure period, Buyer, at its option to be exercised by written notice given to Seller within five (5) business days after Buyer's receipt of written notice from Seller of such property contemplated by damage and the Rebuild estimated cost of and time to repair the damage, may either (i) terminate this Agreement and receive the return of the San Xxxx SystemAccrued Deposit, or (ii) as soon as practicable at its sole expensewaive such right to terminate and proceed to Closing in accordance with the provisions of this Section 2.7. If the Cable Venture indicates it will Buyer does not so repairgive timely notice of its intent to waive its right to terminate pursuant to sub-part (ii) above, replace and restore the lost or damaged property, then the Buyer shall be deemed to have terminated this Agreement pursuant to sub-part (i) above, in which case the provisions of Section 2.6 of this Agreement shall control. If Buyer waives its right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repairAgreement, replace and restore the lost or damaged property, then this Agreement shall continue remain in full force and effect effect, and as Seller's sole obligation hereunder, Seller shall assign to Buyer the Cable Venture right to receive any applicable insurance proceeds, effective and contingent upon the transfer of title to Buyer, and Buyer shall be obligated accept the Property "AS IS, WHERE IS". In the event that Seller assigns insurance proceeds to effect Buyer pursuant to this Section, but such repairproceeds are, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurssubject to a deductible, and (ii) insufficient, after reducing the proceeds by the deductible, to repair the damage and/or compensate Buyer for the loss, then Seller shall, at Closing, credit Buyer with the Buyer’s amount of the deductible (to the extent necessary to fully compensate Buyer for the damage or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restorationloss), but in under no event circumstances shall the Termination Date be extended by more than one monthsuch credit exceed Twenty-Five Thousand Dollars ($25,000.00).

Risk of Loss. The Seller shall bear all risk of any loss resulting from or related to damage of or to the Systems and the assets and properties Property or any part thereof which may occur prior to XXX. Seller shall also bear all risk of loss resulting from or related to a taking or condemnation of the Companies resulting from fireProperty or any part thereof with respect to which written notice of a proposed condemnation or taking is received, thefta condemnation proceeding is commenced, hurricane a condemnation proceeding is concluded or other casualty (except reasonable wear and tear) will be borne by all or any part of the Companies and the Sellers Property is conveyed in lieu of condemnation prior to XXX (any such damage, taking or condemnation event a “Risk of Loss Event”). In the Closingevent of any Risk of Loss Event prior to XXX, Buyer may, at Buyer’s sole option, by written notice to Seller and Escrow Agent, cancel this Agreement whereupon the Xxxxxxx Money Deposit shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder. In the alternative, Buyer may attempt to negotiate an appropriate downward adjustment of the Purchase Price. If there is Seller and Buyer cannot agree upon such a hurricane that involves material, long-lasting or permanent damage downward adjustment within a reasonable period (not to or destruction or degradation exceed ten (10) days from the date Buyer receives notice of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so loss) Buyer may cancel this Agreement as to preclude and prevent resumption of normal operations provided above. In the event of any material portion Risk of Loss Event which does not result in a termination of this Agreement, Seller shall at XXX and as a condition precedent thereto, pay Buyer or credit Buyer against the SystemsPurchase Price the amount of any insurance or condemnation proceeds, the Cable Venture shall promptly notify the Buyer or assign to Buyer, as of XXX and in writing of that fact and whether the Cable Venture intends a form acceptable to repairBuyer, replace and restore the lost all rights or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, claims for relief to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repairsame, replace and restore the lost or damaged property, then the credit to Buyer shall have the right to terminate this Agreement by giving written notice thereof an amount equal to the Cable Venture within thirty deductible (30if any) days after receipt of such notice from under the Cable Ventureinsurance policy. If the Cable Venture agrees to so repairXxxxx Xxxxxxxx Xxxxxxxxxx, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one month.XX 0000-0000-0000.4

Risk of Loss. The Seller shall bear the full risk of loss of any loss goods purchased or damage identified to the Systems contract pursuant hereto until goods are delivered to and received by Buyer. Seller specifically bears the assets and properties risk of loss of any goods delivered to a common carrier whether or not Seller is responsible to pay for transportation. CANCELLATION: Buyer may, at any time, cancel all or any part of the Companies resulting from firework covered by this order, theftand terminate this order in whole or in part, hurricane even though Seller is not then in default. Seller will, in accordance with notice of cancellation, terminate work under any orders or other casualty (except subcontracts outstanding, place no further orders or subcontracts, and take all steps necessary to protect the material or property in Seller’s possession in which Buyer has or may acquire an interest. In the event of cancellation, Buyer’s obligation, if any, shall be limited to reasonable wear compensation for materials completed or services furnished in accordance with the terms of this order and tear) not previously paid for. In no event will Buyer be borne by responsible for materials which are in excess of quantities specified in the Companies and schedules furnished nor for the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation items manufactured in advance of the Companies’ assets schedules, notwithstanding the quantities specified in any orders outstanding for the materials or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption items, nor for services which go beyond the face of normal operations this order. If, however, cancellation arises out of Seller’s breach of any material portion condition hereof, including breach of the Systemswarranty, the Cable Venture or by Seller’s delay, Seller shall promptly notify the not be entitled to any claim for compensation and Buyer in writing of that fact shall have against Seller all remedies provided by law and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expenseequity. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the INSOLVENCY: Buyer shall have the unrestricted right without liability to terminate cancel this Agreement by giving written notice thereof to Purchase Order in the Cable Venture within thirty (30) days after receipt event of such notice from the Cable Venture. If happening of any of the Cable Venture agrees to so repair, replace and restore the lost following or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then any other comparable events: (i) the Closing shall be delayed until such completion in all material respects occurs, and Seller’s insolvency; (ii) at commencement of proceedings by, for or against Seller under any law relating to bankruptcy or the relief of debtors; (iii) the appointment of a receiver or trustee for Seller; (iv) the execution by Seller of an assignment for the benefit of the creditors; and (v) the determination by Xxxxx, in its sole reasonable judgment, that Seller’s financial condition is such as to endanger its performance hereunder. PROPRIETARY RIGHTS: All technical information in the nature of designs, blueprints, specifications, engineering data for production or product know-how, which is supplied to Seller by Buyer to facilitate or assist in the performance of this order, shall, unless otherwise agreed, be considered Buyer’s proprietary property and kept confidential by the Seller, and Seller will use and cause its employees and agents to use extreme caution not to disclose any such information either directly or indirectly by using the Sellers’ option information in manufacturing products for others or otherwise. Additionally, Xxxxxx agrees to and does hereby assign to Buyer all patents, copyrights, trademarks and all rights thereto and agrees not to otherwise make use of any invention, improvement or discovery (whether or not patentable) conceived or reduced to practice by Seller in the Termination Date performance of this order using any of the foregoing proprietary property and such assignment shall be extended considered as additional consideration for Buyer issuing this order. Upon completion of performance, Seller shall deliver to allow Buyer any and all information relating to any such invention, improvement or discovery, and shall cause employees or others subject to Seller’s instructions to sign as appropriate all assignments and other documents necessary to convey title to Buyer and all documents necessary or convenient to enable the Cable Venture Buyer to complete such repairfile applications for patents and/or register copyrights throughout the world and to obtain title thereto. COMPLIANCE WITH APPLICABLE LAWS: Seller agrees that in the performance of this order it will comply with all applicable laws, replacement statutes, rules, regulations or restorationorders of the United States government or of any state or political subdivision thereof, but and the current applicable statutory and regulatory requirements of the country of receipt, the country of shipment, and the Buyer- identified country of destination, if provided. Without limiting the generality of the foregoing, Xxxxxx agrees that it will include on all invoices, and that all invoices in no event shall order to be approved for payment must include, the Termination Date be extended following statement: “Seller represents that, with respect to the production of goods covered by more than one monththis invoice, it has fully complied with all provisions of the Fair Labor Standards Act of 1938, as amended.” NON-DISCRIMINATION IN EMPLOYMENT: Seller agrees that the representations and provisions required by Section 202 of the Executive Order No. 11246 of September 24, 1965, as to non-discrimination in employment are hereby incorporated in and made a part of this order.

Risk of Loss. The risk In the event of any loss or damage to the Systems and the assets and properties of the Companies Assets resulting from fire, theft, hurricane tornado, flood, lightening or any other similar casualty (except excluding reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves materialClosing Date, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other which loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsSystems or the replacement or restoration of the lost or damaged property within 45 days from the occurrence of the event resulting in such loss or damage, the Cable Venture shall promptly Seller will immediately notify the Buyer in writing of that fact and whether the Cable Venture intends its inability to repair, resume normal operations or to replace and or restore the lost or damaged property to its former condition (orAssets, if as well as the likely amount of any insurance coverage for such lost loss or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx Systemdamage. Buyer, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture any time within thirty (30) 30 days after receipt of such notice, may elect by written notice from to Seller to either (a) waive such loss or damage and proceed toward consummation of the Cable Venturetransaction in accordance with terms of this Agreement (including all other conditions to Buyer's obligations set forth in Sections 8.1 and 8.2), or (b) terminate this Agreement. If the Cable Venture agrees Buyer elects to so repairterminate this Agreement, replace Buyer and restore Seller will stand fully released and discharged of any and all obligations hereunder (except for obligations intended to survive hereunder), and Buyer's deposit shall be refunded. If Buyer elects to consummate the lost or damaged property, then transactions contemplated by this Agreement shall continue notwithstanding such loss or damage and does so, all insurance proceeds paid or payable as a result of the occurrence of the event resulting in full force and effect and such loss or damage will be delivered by Seller to Buyer, or the Cable Venture shall rights thereto will be obligated assigned by Seller to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that Buyer if such repair, replacement or restoration cannot reasonably be completed in all material respects prior yet paid over to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occursSeller, and (ii) at Buyer will have no further recourse against Seller with respect to such loss or damage arising out of or in connection with any representation or warranty of Seller hereunder. [Signature Page Follows] The parties have executed this Agreement as of the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repairday and year first above written. SELLER: EAGLE WEST COMMUNICATIONS, replacement or restorationINC. By/s/ Xxxx X. X. Xx Xxxxx --------------------------------- Xxxx X. X. XxXxxxx Chief Executive Officer and President, but in no event shall the Termination Date be extended by more than one month.Eagle West Communications, Inc. BUYER: Telecommunications Products, Inc., By /s/ Xxxxxx X. Xxxxxxx ------------------------------------ Xxxxxx Xxxxxxx Chief Executive Officer Telecommunications Products, Inc.

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers If prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of First Closing any material portion of the Systems, Land or the Cable Venture Improvements shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost be taken or damaged property to its former condition (oror destroyed by fire or other casualty, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to Seller on or before the Cable Venture within thirty (30) date which is 15 days after following Buyer’s receipt of such notice from of the Cable Venturetaking or fire or other casualty (time being of the essence). If Buyer shall give that notice, Escrow Agent shall pay the Cable Venture agrees Deposit to so repairBuyer, replace and restore the lost or damaged property, then this Agreement shall continue be deemed terminated and Seller and Buyer shall have no further obligations and liabilities under this Agreement, except those that are stated to survive the termination of this Agreement. If an immaterial portion of the Land or the Improvements shall be taken or damaged or destroyed by fire or other casualty, or if there is a material taking or fire or other casualty and Buyer shall not terminate this Agreement, Buyer shall purchase the Property in full force and effect accordance with this Agreement and the Cable Venture Purchase Price shall not be reduced, but Seller’s rights to (a) any award resulting from such taking, or (b) any insurance proceeds resulting from such fire or other casualty (less any sums expended by Seller for repair and restoration), shall be obligated assigned by Seller to effect such repairBuyer (or, replacement and restoration as soon as reasonably practicable; providedto the extent received by Seller, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior paid to Buyer) at the Closing, then and any deductible under Seller’s fire or other casualty insurance shall be paid by Seller to Buyer at the Closing (or offset against the Purchase Price). A “material portion of the Land or the Improvements” (i) the Closing shall be delayed until such completion in all material respects occursdeemed taken, if the portion taken equals or exceeds the aggregate of (x) 10 percent of the Land or the Improvements plus (y) any portion taken as the result of the proposed regrading of West 33rd Street, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended deemed damaged or destroyed by fire or other casualty, if as a result thereof, Coach, Inc. has the right to, and shall, terminate its entire Lease of a portion of the Property. The provisions of Section 5-1311 of the General Obligations Law of the State of New York shall not apply to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monththis Agreement.

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fireIf, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there Closing Date, any Facility is a hurricane that involves material, long-lasting damaged by fire or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or by any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systemscause whatsoever, the Cable Venture Seller shall promptly notify give Buyer written notice of such damage. (a) If the cost of repairing such damage is not in excess of Two Hundred Fifty Thousand Dollars ($250,000) at the time of such casualty (as determined by Seller's independent insurer), then (a) Buyer in writing of that fact and whether shall receive at the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx Systemclosing, to the condition extent such sums have not been expended on repair work with the reasonable approval of Buyer (except for emergency repairs, for which no approval shall be required), the amount of the deductible plus the amount necessary to repair any uninsured loss plus an assignment of all insurance proceeds payable (but not yet paid) as a result of such property contemplated loss, plus all insurance proceeds received by the Rebuild of the San Xxxx System) Seller as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt a result of such notice from the Cable Venture. If the Cable Venture agrees to so repaircasualty loss, replace and restore the lost or damaged property, then (b) this Agreement Contract shall continue in full force and effect and with no reduction in the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occursPurchase Price, and (iic) Seller shall have no obligation to repair such damage. (b) If the cost of repairing damage from such casualty is equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) at the Buyer’s or time of such casualty (as determined by Seller's independent insurer), then Buyer shall have the Sellers’ option right, for a period of ten (10) days from the Termination date of notice of the amount of damage caused by the casualty, to terminate this Contract by giving written notice of termination to Seller within such period and the Closing Date shall be extended if necessary to allow Buyer to have this full ten (10) day review period. Upon such termination, the Cable Venture entire Earnest Money shall be returned to complete Xxxxx and the parties hereto shall be released of any further liability hereunder except as otherwise provided herein. If Buyer fails to notify Seller within such repairperiod of Buyer's exercise of its right to terminate this Contract, replacement or restorationthen Buyer shall proceed to closing subject to the terms and conditions hereof and, but in to the extent such sums have not been expended on repair work with the reasonable approval of Buyer (except for emergency repairs, for which no event approval shall be required), all insurance proceeds received by Seller as a result of such casualty loss plus the Termination Date amount of the deductible plus the amount of any uninsured loss shall be extended paid to Buyer at the closing. To the extent such proceeds have not yet been received by more than one monthSeller, then Seller's rights to such proceeds shall be assigned to Buyer at the closing upon payment of the full Purchase Price to Seller by Buyer and Seller shall have no obligation to repair such damage. 14.

Risk of Loss. The risk of any loss loss, damage or damage to the Systems and the assets and properties impairment, confiscation or condemnation (each an “Event of Loss”) of the Companies resulting Broadcasting Assets or any part thereof from fire, theft, hurricane fire or any other casualty (except reasonable wear and tear) will or cause shall be borne by the Companies and the Sellers at all times prior to the ClosingClosing and thereafter shall be borne by the Purchaser. If there is a hurricane that involves materialUpon the occurrence of an Event of Loss, long-lasting or permanent damage to or destruction or degradation (a) the proceeds of the Companies’ assets or their functionality or any other claim for any loss payable prior to Closing under any insurance policy, claim, judgment or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systemsaward with respect thereto (collectively, the Cable Venture “Proceeds”) shall promptly notify be paid to the Buyer in writing of that fact Sellers and whether (b) the Cable Venture intends Sellers shall use commercially reasonable efforts to repair, replace and or restore any such Broadcasting Assets to their prior condition prior to the lost or damaged property Event of Loss. Notwithstanding the foregoing, in no case shall the Sellers be obligated to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded expend in connection with the Rebuild aggregate in excess of the San Xxxx System, to the condition amount of such property contemplated any insurance proceeds received by the Rebuild Sellers (plus any deductible) in respect of the San Xxxx System) as soon as practicable at its sole expense. If Event of Loss (such amount the Cable Venture indicates it will not so repair“Repair Cap”), replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement or restoration. If the Sellers reasonably concludes that such repair, replacement and restoration as soon as reasonably practicablecannot be accomplished by the scheduled Closing Date through the use of Sellers’ commercially reasonable efforts, but can be accomplished within 60 days after such date, the Closing Date shall be postponed for that 60-day period in order for the Sellers to use commercially reasonable efforts to undertake such repair, replacement and restoration; providedif, however, that if such the repair, replacement or restoration cannot reasonably be completed accomplished within that 60-day period or the aggregate cost of such remedial actions(s) is in all material respects prior excess of the Repair Cap, the Sellers may elect not to take such remedial action. In such an event, the Closing, then Purchaser shall have the option to (i) the Closing terminate this Agreement within twenty (20) days after notification by Sellers that no repair, replacement or restoration shall be delayed until such completion undertaken without any continuing obligation either from the Purchaser or any the Sellers to the other parties, other than as set forth in all material respects occursSection 10.2, and or (ii) at accept the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete assets “as is,” in lieu of such repair, replacement or restoration, but in which event the Sellers shall assign to the Purchaser at the Closing all of their rights under any insurance policies (including business interruption and “extra expense” insurance proceeds) and all Proceeds actually received by the Sellers, in each case in respect of such Event of Loss, and the deductible shall be deducted from the Purchase Price and Sellers shall have no additional liability under this Agreement for a breach of representation, warranty or covenant or otherwise in respect of such Event of Loss, except as set forth in the following sentence. In the event that the Closing takes place and any insurance proceeds received after the Closing are paid to the Purchaser in the manner contemplated by the preceding sentence, the Sellers thereafter shall be relieved of any further liability in respect of the Termination Event of Loss in question (whether pursuant to this Agreement or otherwise). Notwithstanding the foregoing, only the assets damaged pursuant to such Event of Loss shall be accepted “as is” (and then only to the extent of the Event of Loss) and the other representations or warranties set forth herein shall apply with respect to the other assets included in the Broadcasting Assets and/or the Business. If the Sellers do not exercise their right to postpone the Closing Date be extended by more than one monthpursuant to this Section 8.1, nothing contained herein shall effect the parties right to terminate this Agreement pursuant to Section 10.1(d).

Risk of Loss. The Seller shall bear all risk of loss resulting from or related to damage of or to any Property or any part thereof which may occur prior to XXX. Seller shall also bear all risk of loss resulting from or damage related to a taking or condemnation of any Property or any part thereof with respect to which written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded or all or any part of any Property is conveyed in lieu of condemnation prior to XXX (any such damage, taking or condemnation event a “Risk of Loss Event”). In the Systems event of any Risk of Loss Event prior to XXX, Buyer may, at Buyer’s sole option, by written notice to Seller and Escrow Agent, remove the affected Property from this Agreement as set forth in Section 6(b) above (each, a “Rejected Property”) and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will Purchase Price shall be borne reduced by the Companies amount corresponding to such Rejected Property as set forth in Exhibit A attached hereto, and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect with respect to all remaining Properties. In the event of any Risk of Loss Event which does not result in a termination of this Agreement, Seller shall at XXX and as a condition precedent thereto, pay Buyer or credit Buyer against the Cable Venture Purchase Price the amount of any insurance or condemnation proceeds, or assign to Buyer, as of XXX and in a form acceptable to Buyer, all rights or claims for relief to the same, and credit to Buyer an amount equal to the deductible (if any) under the insurance policy. In the event of any Risk of Loss Event with respect to all Properties prior to XXX and Buyer elects to remove all Properties from this Agreement as provided above, then this Agreement shall automatically terminate, whereupon the Xxxxxxx Money Deposit shall be obligated paid immediately to effect such repairBuyer and, replacement and restoration except as soon as reasonably practicable; providedotherwise provided in this Agreement, however, that if such repair, replacement neither of the Parties shall have any further liability or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthobligation hereunder.

Risk of Loss. The risk Risk of loss with respect to any loss of the property or damage assets of the Corporation shall be borne by Seller at all times prior to the Systems Closing and shall pass to Buyer only upon transfer to Buyer at Closing of title to the assets and properties Shares. If any of the Companies resulting from Current Real Property, the Tangible Personal Property or the Inventory is lost, damaged or destroyed by fire, theft, hurricane casualty or any other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers cause or causes prior to the Closing. If there is Closing (a hurricane that involves material"Casualty"), long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture Seller shall promptly notify the Buyer in writing of that fact such Casualty and whether the Cable Venture intends to repair, replace details thereof and restore the lost shall answer promptly any reasonable requests from Buyer for details or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection information. Buyer shall thereafter proceed with the Rebuild Closing, except that in the event of a Casualty to the Current Real Property, the Tangible Personal Property or the Inventory, the Purchase Price shall be reduced by the dollar amount (based upon replacement value) of the San Xxxx System, to the condition Casualty loss (and any insurance proceeds received or receivable as a result of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture Casualty shall be obligated payable to effect such repairSeller); PROVIDED, replacement and restoration as soon as reasonably practicable; provided, howeverHOWEVER, that if such repairCasualty/Casualties are in an aggregate amount in excess of $250,000 from the date of this Agreement through the Closing Date or materially interfere, replacement in Buyer's reasonable discretion, with the operation of the Business, Buyer may terminate this Agreement. The aforesaid option shall be exercised by Buyer by written notice to Seller given within 15 days or restoration cannot reasonably be completed in all material respects prior the number of days remaining to the Closing, then whichever is less, after the later of Buyer receiving (i) the Closing shall be delayed until written notice of any such completion in all material respects occurs, Casualty and (ii) at satisfactory responses to all of its reasonable requests, if any, for details or information. If this Agreement is not terminated by Buyer pursuant to this Section 10.2 and if Buyer and Seller are unable to agree as to the Buyer’s dollar amount of the loss (based upon replacement value) or the Sellers’ option insurance proceeds to be recovered, Buyer and Seller shall proceed with the Termination Closing as scheduled, except that Buyer shall place in escrow pursuant to the Escrow Agreement (to be held pending agreement as to the final amount) an additional amount (based upon estimated replacement value of the damaged or destroyed property) as determined by a firm selected by the Independent Accountants (the "Casualty Amount") and the payments to be made by Buyer on the Closing Date pursuant to this Agreement shall be extended reduced by the Casualty Amount. The escrow agent shall hold the Casualty Amount until the dispute has been resolved following the Closing either by agreement of Buyer and Seller or otherwise. In the event that the actual Casualty loss is greater than or less than the Casualty Amount held in escrow, to allow the Cable Venture to complete such repairextent necessary, replacement or restoration, but in no event the parties shall the Termination Date be extended by more than one monthmake appropriate adjustment payments.

Risk of Loss. The risk of any loss loss, damage, impairment, confiscation, or damage to the Systems and the assets and properties condemnation of any of the Companies resulting Assets from fire, theft, hurricane or other casualty (except reasonable wear and tear) will any cause whatsoever shall be borne by the Companies and the Sellers Seller at all times prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent any damage to or destruction or degradation of the Companies’ assets or their functionality Assets or any other loss event occurs which prevents in any material respect signal transmission by the Station in the normal and usual manner and Seller is unable to restore or damage replace the Assets so that such conditions are cured and normal and usual transmission is sufficiently substantial so resumed in all material respects before the Closing Date, Seller shall send Buyer written notice of such event (a "Casualty Notice"), which notice shall contain an estimate, in Seller's reasonable judgment, of the costs to repair or replace the damaged or destroyed Assets, as to preclude and prevent resumption of normal operations well as the amount of any credit or refund Seller will offer Buyer due to the inadequacy of Seller's insurance proceeds to restore or place the Assets in all material portion respects. Within five (5) days after its receipt of a Casualty Notice, Buyer may, by written notice to Seller (a "Casualty Termination Notice"), elect to terminate the Agreement and receive a refund of the SystemsEscrow Deposit and interest earned thereon, and neither party shall thereafter have any liability to the Cable Venture other hereunder. In the event that Buyer does not give Seller a timely and unconditional Casualty Termination Notice, then Buyer shall, proceed to close this Agreement and complete the restoration and replacement of such damaged Assets and Seller shall promptly notify the deliver to Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded all insurance proceeds received in connection with the Rebuild such damage or destruction of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicableAssets; provided, however, that if such repair, replacement Buyer will receive a credit or restoration cannot reasonably be completed in all material respects prior refund at Closing for any funds it provides up to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s amount of credit or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended refund as offered by more than one monthSeller's Casualty Notice.

Risk of Loss. The Until the Closing, the risk of any loss or damage to the Systems Purchased Assets shall be borne by Seller, and if the assets and properties of the Companies resulting from fire, theft, hurricane Purchased Assets or any portion thereof are stolen or are damaged or destroyed by fire or other casualty before the Closing and can be restored, repaired or replaced substantially in the same condition as exists on the date of this Agreement, within ninety (except reasonable wear 90) days after such casualty, Seller shall so restore, and tear) will be borne by the Companies Shareholder shall cause Seller to restore, such Purchased Assets, and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material Closing Date shall be delayed accordingly; but if such uninsured portion of the Systemscost of restoration, repair or replacement exceeds One Hundred Thousand Dollars ($100,000.00) (and Seller refuses to restore, repair or replace such Purchased Assets), or such restoration, repair or replacement cannot be completed within such period, this Agreement, at the Cable Venture option of Buyer, shall promptly notify be deemed terminated. If Buyer elects to purchase the Purchased Assets even though the Purchased Assets are not restored, repaired or replaced, or the uninsured portion of the cost of restoration, repair or replacement exceeds One Hundred Thousand Dollars ($100,000.00), Buyer in writing shall be entitled to the benefits of that fact and whether any insurance on the Cable Venture intends Purchased Assets to repairthe extent required for such restoration, repair or replacement. Seller shall not be required to restore, repair or replace and restore the lost stolen, damaged or damaged property destroyed Purchased Assets if the uninsured portion shall cost more than One Hundred Thousand Dollars ($100,000.00) or if it will take longer than ninety (90) days to its former condition (orcomplete, but, if such lost or damaged property had not yet been replaced or upgraded in connection Buyer elects to go forward with the Rebuild purchase, Buyer will receive a credit against the Purchase Price at the Closing for such uninsured portion of the San Xxxx System, loss and the restoration and an assignment by Seller of all of its rights under insurance policies with respect to the condition of stolen, damaged or destroyed Purchased Assets and all other rights and claims for damages with respect to such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged stolen property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost damage or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthdestruction.

Risk of Loss. The All risk of any loss or damage suffered by the property included in the Purchased Assets before the Closing shall be, as between Buyer and Seller, borne by Seller. If during such period, any of the Purchased Assets are damaged by weather, fire and/or other casualty, and Seller has not completed the repair of such damage before the Closing Date, then Seller shall notify Buyer of such occurrence and provide Buyer access to the Systems Purchased Assets and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior such information as Buyer may reasonably request relating to the Closingpending repairs. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to elect, exercisable by notice to Seller within fifteen (15) days immediately following Buyer's receipt of Seller's notice, either to: (a) proceed with the consummation of the Transaction at Closing, without a reduction and/or other adjustment in the Purchase Price of whatever nature due to such damage, in which case Seller shall complete such repairs for Buyer's account as a Capital Improvement under the O&M Agreement; or (b) terminate this Agreement and the other Transaction Documents without Liability to either Party (other than for the obligations hereunder that survive termination). If Buyer fails to make the election within such fifteen (15) day period, Buyer will be deemed to have made the election to proceed with the Closing. Buyer shall not be entitled, under any circumstances, to receive, and hereby disclaims and otherwise irrevocably waives any interest in, any and all insurance and/or other proceeds that Seller receives, or to which Seller becomes entitled by giving written notice thereof to the Cable Venture within thirty (30) days after receipt virtue of such notice from casualty (including the Cable Ventureright to recover through rates the costs and expenses incurred by Seller in connection with such casualty before the Closing). If the Cable Venture agrees fifteen (15) day period referenced above extends beyond the Closing Date, such period shall not extend, and shall be deemed to so repairexpire on, replace and restore the lost or damaged property, then Closing Date. The provisions of this Section 6.4 shall survive termination of this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to after the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one month.

Risk of Loss. The Except and to the extent provided in the Local Marketing Agreement, the risk of loss, damage, or destruction to any loss or damage to the Systems and of the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by Company shall remain with the Companies and the Sellers prior to Seller until the Closing. If there is a hurricane that involves materialIn the event of any such loss, long-lasting or permanent damage to damage, or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall Seller will promptly notify the Buyer in writing of that fact all particulars thereof, stating the cause thereof (if known) and whether the Cable Venture intends extent to repairwhich the cost of restoration, replace replacement and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild repair of the San Xxxx Systemassets lost, to the condition of damaged or destroyed will be reimbursed under any insurance policy with respect thereto. The Seller will repair or replace such property contemplated by the Rebuild of the San Xxxx System) assets as soon as practicable at possible after loss, damage or destruction thereof and shall use its sole expensebest efforts to restore as promptly as possible transmissions as authorized in the FCC Licenses. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the The Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended (with FCC consent, if necessary) for up to allow six (6) months to permit such repair or replacement. If repair or replacement cannot be accomplished within six (6) months of the Cable Venture date of the Seller's notice to complete the Buyer, and the Buyer reasonably determines that the Seller's failure to repair or replace, alone or in the aggregate, would have a material adverse effect on the operation of the Stations, the Seller may postpone the Closing Date until such repairtime as the property has been repaired, replacement replaced or restorationrestored in a manner and to an extent reasonably satisfactory to the Buyer, but unless the same cannot be reasonably effected within one hundred and eighty (180) days of the date of the Seller's notice to the Buyer, in no which case either Party may terminate this Agreement. Notwithstanding the foregoing, the Buyer may choose to accept the lost, damaged or destroyed assets in their "then" condition, together with the Seller's assignment to the Buyer all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyer any proceeds under any such insurance policies, previously received by the Seller with respect thereto. In the event shall the Termination Closing Date is postponed pursuant to this SECTION 5(O), the parties hereto will cooperate to extend the time during which this Agreement must be extended by more than one monthclosed as specified in the consent of the FCC.

Risk of Loss. The Seller shall bear all risk of loss resulting from or related to damage of or to any Property or any part thereof which may occur prior to XXX. Seller shall also bear all risk of loss resulting from or damage related to a taking or condemnation of any Property or any part thereof with respect to which written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded or all or any part of any Property is conveyed in lieu of condemnation prior to XXX (any such damage, taking or condemnation event a “Risk of Loss Event”). In the Systems event of any Risk of Loss Event prior to XXX, Buyer may, at Buyer’s sole option, by written notice to Seller and Escrow Agent, remove such Property from this Agreement (each, a “Rejected Property”) and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will aggregate Purchase Price shall be borne reduced by the Companies and Purchase Price corresponding to such Rejected Property, the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsXxxxxxx Money Deposit corresponding to such Rejected Property (i.e., the Cable Venture $10,000.00) plus all interest earned thereon shall promptly notify the Buyer in writing of that fact be returned immediately to Buyer, and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect with respect to all remaining Properties. In the alternative, Buyer may attempt to negotiate an appropriate downward adjustment of the Purchase Price for the affected Property. If Seller and Buyer cannot agree upon such a downward adjustment within a reasonable period (not to exceed ten (10) days from the Cable Venture date Buyer receives notice of the loss), Buyer may remove such Rejected Property from this Agreement as provided above. In the event of any Risk of Loss Event which does not result in a termination of this Agreement, Seller shall at XXX and as a condition precedent thereto, pay Buyer or credit Buyer against the Purchase Price for the affected Property the amount of any insurance or condemnation proceeds actually received by Seller, or assign to Buyer, as of XXX and in a form acceptable to Buyer and Seller, all rights or claims for relief to the same, and credit to Buyer an amount equal to the deductible (if any) under the insurance policy. In the event of any Risk of Loss Event with respect to all Properties prior to XXX and Buyer elects to remove all Properties from this Agreement as provided above, then this Agreement shall automatically terminate, whereupon the Xxxxxxx Money Deposit shall be obligated paid immediately to effect such repairBuyer and, replacement and restoration except as soon as reasonably practicable; providedotherwise provided in this Agreement, however, that if such repair, replacement neither of the Parties shall have any further liability or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthobligation hereunder.

Risk of Loss. The Except as provided in any indemnity provision of this Agreement, Seller shall bear all risk of any loss with respect to the Premises up to the earlier of the dates upon which either possession or title is transferred to Purchaser in accordance with this Agreement. Notwithstanding the foregoing, in the event of damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane Premises by fire or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsClosing Date, the Cable Venture repair of which would cost less than $250,000.00 (as determined by Purchaser in good faith), Purchaser shall not have the right to terminate its obligations under this Agreement by reason thereof, but Seller shall have the right to elect to either repair and restore the Premises or to assign and transfer to Purchaser on the Closing Date all of Seller's right, title, and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty, provided that such proceeds and any deductible, which shall be paid to Purchaser or credited against the Purchase Price, are sufficient to repair or restore the Premises. Seller shall promptly notify the Buyer Purchaser in writing of that fact any such fire or other casualty and whether Seller's determination of the Cable Venture intends cost to repairrepair the damage caused thereby. In the event of damage to the Premises by fire or other casualty prior to the Closing Date, replace and restore repair of which would cost in excess of $250,000.00 (as determined by Purchaser in good faith), then this Agreement may be terminated at the lost or damaged property to its former condition (oroption of Purchaser, which option shall be exercised, if at all, by Purchaser's written notice thereof to Seller within twenty (20) business days after Purchaser receives written notice of such lost fire or damaged property had not yet been replaced or upgraded in connection with the Rebuild other casualty and Purchaser's determination of the San Xxxx System, to the condition amount of such property contemplated damages, and upon the exercise of such option by Purchaser this Agreement shall become null and void, the Rebuild of the San Xxxx System) as soon as practicable at its sole expenseXxxxxxx Money deposit shall be returned to Purchaser, and neither party shall have any further liability or obligations hereunder. If the Cable Venture indicates it will Purchaser does not so repair, replace and restore the lost or damaged propertyelect to terminate, then the Buyer Purchaser shall not have the right to terminate this Agreement by giving written notice thereof and Seller shall assign and transfer to Purchaser on the Cable Venture within thirty (30) days after receipt Closing Date all of Seller's right, title, and interest in and to all insurance proceeds paid or payable to Seller on account of such notice from fire or casualty, together with the Cable Venture. If the Cable Venture agrees amount of any deductible, and Seller shall have no obligation to so repair, replace and repair or restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthPremises.

Risk of Loss. The Seller shall bear all risk of any loss resulting from or related to damage of or to the Systems Property or any part thereof which may occur prior to XXX, unless such loss is caused by the negligent acts and the assets omissions of Buyer, its agents, consultants, contractors or designees through entry and properties inspection of the Companies Property as part of Buyer’s due diligence (in which event the indemnity obligations of Section 7(b) shall apply). Seller shall also bear all risk of loss resulting from fireor related to a taking or condemnation of the Property or any part thereof with respect to which written notice of a proposed condemnation or taking is received, thefta condemnation proceeding is commenced, hurricane a condemnation proceeding is concluded or other casualty (except reasonable wear and tear) will be borne by all or any part of the Companies and the Sellers Property is conveyed in lieu of condemnation prior to XXX (any such damage, taking or condemnation event a “Risk of Loss Event”). In the Closingevent of any Risk of Loss Event prior to XXX, Buyer may, at Buyer’s sole option, by written notice to Seller and Escrow Agent, cancel this Agreement whereupon the Xxxxxxx Money Deposit shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder. In the alternative, Buyer may attempt to negotiate an appropriate downward adjustment of the Purchase Price. If there is Seller and Buyer cannot agree upon such a hurricane that involves material, long-lasting or permanent damage downward adjustment within a reasonable period (not to or destruction or degradation exceed ten (10) days from the date Buyer receives notice of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so loss) Buyer may cancel this Agreement as to preclude and prevent resumption of normal operations provided above. In the event of any material portion Risk of Loss Event which does not result in a termination of this Agreement, Seller shall at XXX and as a condition precedent thereto, pay Buyer or credit Buyer against the SystemsPurchase Price the amount of any insurance or condemnation proceeds, the Cable Venture shall promptly notify the Buyer or assign to Buyer, as of XXX and in writing of that fact and whether the Cable Venture intends a form acceptable to repairBuyer, replace and restore the lost all rights or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, claims for relief to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repairsame, replace and restore the lost or damaged property, then the credit to Buyer shall have the right to terminate this Agreement by giving written notice thereof an amount equal to the Cable Venture within thirty deductible (30if any) days after receipt of such notice from under the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthinsurance policy.

Risk of Loss. The risk of any loss If, prior to Closing, all or damage to the Systems and the assets and properties part of the Companies resulting from fire, theft, hurricane Property is damaged by fire or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systemscause whatsoever, the Cable Venture Seller shall promptly notify the give Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition written notice of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expensedamage. If the Cable Venture indicates it will cost of re- pairing such damage is not so repair, replace and restore the lost or damaged propertyin excess of Two Hundred Fifty Thousand Dollars ($250,000.00) (as deter- mined by Seller’s independent insurer), then the (i) Buyer shall have the right at the Closing to terminate this Agreement by giving written notice thereof receive, to the Cable Venture within thirty (30) days after receipt extent such sums have not been expended on repair work, the amount of the deductible plus all insurance proceeds payable as a result of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then casualty loss; (ii) this Agreement shall continue in full force and effect with no reduction in the Purchase Price and (iii) Seller shall have no obligation to re- pair such damage. If the cost of repairing damage from such casualty is greater than Two Hundred Fifty Thousand Dollars ($250,000.00) (as determined by Seller’s independent insurer), then, in either such event, Buyer and Seller shall each have the right, for a period of ten (10) days from the date of notice of the amount of damage caused by the casualty, to terminate this Agreement by giving notice of termination to the other party and to the Escrow Agent within such period. In the event of such ter- mination hereunder, the Deposit shall be returned to Buyer and the Cable Venture parties hereto shall be obligated released of any further liability hereunder except as otherwise provided herein. If either party fails to effect notify the other and Escrow Agent within such repairperiod of its exercise of its right to terminate this Agreement, replacement and restoration as soon as reasonably practicable; providedthen Buyer shall proceed to Closing and, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the extent such sums have not been expended on repair work, all insurance proceeds received by Seller as a result of such casualty loss plus the amount of the de- ductible not expended by Seller on repair work shall be paid to Buyer at the Closing. If such proceeds have not yet been received by Seller, then (i) Seller’s rights to such proceeds shall be assigned to Buyer at the Closing shall be delayed until such completion in all material respects occursupon payment by Buyer of the full Purchase Price less the amount of Seller’s deductible, and (ii) at the Buyer’s or the Sellers’ option the Termination Date Seller shall be extended have no obligation to allow the Cable Venture to complete repair such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthdamage.

Risk of Loss. The risk Risk of any loss or damage of the Building prior to the Systems and the assets and properties Commencement ------------ Date of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will Lease shall be borne by the Companies and the Sellers Lessor. At all times prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation Commencement Date of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsLease, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable Lessor at its sole expensecost and expense shall maintain so-called contingent liability and broad form "builder's risk" insurance with coverage in an amount equal to the replacement cost of the Building Shell plus the Interior Improvement Costs. The insurance policy (i) shall be in a form reasonably satisfactory to Lessee, (ii) shall be carried with a company reasonably acceptable to Lessee, (iii) shall provide that such policy shall not be subject to cancellation or change except after at least ten (10) days prior written notice to Lessee, and (iv) shall contain a "cross liability" provision insuring Lessor and Lessee against any loss caused by the negligence of the other party. Lessee shall be designated as a named insured on said insurance policy and the "deductible" thereunder shall not exceed Ten Thousand Dollars ($10,000). If the Cable Venture indicates it will not so repairBuilding is damaged or destroyed prior to the Commencement Date of the Lease, replace and restore the lost or damaged property, then the Buyer Lessee shall have the right to terminate this Agreement by giving written notice thereof the Lease, if the Building, in the reasonable opinion of the Lessor's Architect, cannot be Substantially Complete prior to the Cable Venture within thirty (30) days after receipt of such notice from the Cable VentureMay 1, 2001. If the Cable Venture agrees to Lease is so repairterminated, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture Lessee shall be obligated entitled to effect such repairthat amount of the builder's risk insurance proceeds equal to the amount, replacement and restoration as soon as reasonably practicable; providedif any, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects paid by Lessee for construction of the Interior Improvements prior to the Closingtermination date. If the Building is damaged or destroyed and the Lease is not terminated pursuant to the terms of the Lease or this Agreement, then (i) Lessor shall promptly and diligently complete construction of the Closing Building in accordance with this Agreement and all insurance proceeds with respect to the loss shall be delayed until such completion paid to the contractors completing the Building as the work progresses in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthaccordance with customary institutional lending practices.

Risk of Loss. The Until the Closing, the risk of any loss or damage to the Systems Purchased Assets shall be borne by Seller, and if the assets and properties of the Companies resulting from fire, theft, hurricane Purchased Assets or any portion thereof are stolen or are damaged or destroyed by fire or other casualty before the Closing and can be restored, repaired or replaced substantially in the same condition as exists on the date of this Agreement, within ninety (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (3090) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees casualty, Seller shall so restore, and Shareholder shall cause Seller to so repairrestore, replace and restore the lost or damaged propertysuch Purchased Assets, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow accordingly; but if such uninsured portion of the Cable Venture to complete such repair, replacement or cost of restoration, but in no event repair or replacement exceeds One Hundred Thousand Dollars ($100,000.00) (and Seller refuses to restore, repair or replace such Purchased Assets), or such restoration, repair or replacement cannot be completed within such period, this Agreement, at the option of Buyer, shall be deemed terminated. If Buyer elects to purchase the Termination Date Purchased Assets even though the Purchased Assets are not restored, repaired or replaced, or the uninsured portion of the cost of restoration, repair or replacement exceeds One Hundred Thousand Dollars ($100,000.00), Buyer shall be extended by entitled to the benefits of any insurance on the Purchased Assets to the extent required for such restoration, repair or replacement. Seller shall not be required to restore, repair or replace the stolen, damaged or destroyed Purchased Assets if the uninsured portion shall cost more than one monthOne Hundred Thousand Dollars ($100,000.00) or if it will take longer than ninety (90) days to complete, but, if Buyer elects to go forward with the purchase, Buyer will receive a credit against the Purchase Price at the Closing for such uninsured portion of the loss and the restoration and an assignment by Seller of all of its rights under insurance policies with respect to the stolen, damaged or destroyed Purchased Assets and all other rights and claims for damages with respect to such stolen property, damage or destruction.

Risk of Loss. The risk Seller agrees to give Buyer prompt notice of any loss fire or other casualty affecting the Property after the Execution Date or of any actual or threatened (to the extent that Seller has current actual knowledge thereof) taking or condemnation of all or any portion of the Property after the Execution Date. If after the Execution Date and prior to Closing, there shall occur, damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane Property caused by fire or other casualty which would cost an amount, greater than, or equal to, ten percent (except reasonable wear and tear10%) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets Purchase Price to repair, or their functionality the taking or condemnation of all or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection Property which would materially interfere with the Rebuild of the San Xxxx System, to the condition present use of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repairProperty, replace and restore the lost or damaged propertythen, then the in such event, Buyer shall have the right to terminate this Agreement by giving written notice thereof a Termination Notice to the Cable Venture Seller, together with copies or originals of all Due Diligence Reports, within thirty ten (3010) days after receipt of such Buyer has received notice from Seller or otherwise learns of that event. Upon such termination and delivery of copies or originals of all Due Diligence Reports, the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture Deposit shall be obligated delivered to effect such repairBuyer and neither party shall have any further rights or obligations hereunder, replacement and restoration as soon as reasonably practicable; providedexcept, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior Buyer shall remain obligated with respect to the Closingindemnities and obligations herein which specifically survive termination. If Buyer does not so timely elect to terminate this Agreement, then (i) the Closing shall take place as provided herein and there shall be delayed until assigned to Buyer at the Closing all interest of Seller in and to the insurance proceeds or condemnation awards payable to Seller on account of that event less any sums reasonably incurred by Seller before the Closing to repair any damage caused by such completion event and less any sums reasonable incurred by Seller before and/or after the Closing in processing and resolving the claim with the insurance company, including but not limited to reasonable attorneys' fees and costs (collectively, the "Net Proceeds"). Notwithstanding the foregoing, in the event that the amount of Net Proceeds exceeds the Purchase Price, Buyer shall only be entitled to a share of the Net Proceeds equal to the Purchase Price (the "Buyer's Proceeds") and Seller shall receive the balance of the Net Proceeds which exceed the Purchase Price (the "Excess Proceeds"). If after the Execution Date and prior to Closing there shall occur damage to the Property caused by fire or other casualty which would cost less than ten percent (10%) of the Purchase Price to repair, or the taking or condemnation of a portion of the Property which would not materially interfere with the present use of the Property, then, Buyer may not terminate this Agreement and there shall be assigned to Buyer at the Closing all material respects occurs, interest of Seller in and (ii) at to the Buyer’s Proceeds. If any Buyer’s Proceeds in connection with a casualty to the Property are assigned to Buyer at Closing in accordance with this Section 12.1, Buyer shall process and handle the claim with the insurance company. Seller and Buyer agree to use good faith efforts to cooperate with each other in resolving the amount of the Net Proceeds, including, without limitation, promptly providing any and all materials requested by the insurance company and promptly responding to any and all inquiries from the insurance company. Upon payment by the insurance company, the Buyer’s Proceeds shall be disbursed to Buyer and the Excess Proceeds, if any, shall be disbursed to Seller. Seller makes no representation or warranty with respect to the amount of the Net Proceeds that will be available from the insurance company in connection with any such casualty, including, without limitation, whether Buyer will be entitled to the actual cash value or the Sellers’ option replacement cost of the Termination Date Property. The provisions of this paragraph shall be extended to allow survive the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthClosing.

Risk of Loss. The risk Seller agrees to give Buyer prompt notice of any loss fire or other casualty affecting the Property after the Execution Date or of any actual or threatened (to the extent that Seller has current actual knowledge thereof) taking or condemnation of all or any portion of the Property after the Execution Date. If after the Execution Date and prior to Closing, there shall occur, damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane Property caused by fire or other casualty which would cost an amount, greater than, or equal to, ten percent (except reasonable wear and tear10%) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets Purchase Price to repair, or their functionality the taking or condemnation of all or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection Property which would materially interfere with the Rebuild of the San Xxxx System, to the condition present use of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repairProperty, replace and restore the lost or damaged propertythen, then the in such event, Buyer shall have the right to terminate this Agreement by giving written notice thereof to Seller in the Cable Venture form of the Termination Agreement, together with copies or originals of all Due Diligence Reports, within thirty ten (3010) days after receipt of such Xxxxx has received notice from Seller or otherwise learns of that event. Upon such termination and delivery of copies or originals of all Due Diligence Reports, the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture Deposit shall be obligated delivered to effect such repairBuyer and neither party shall have any further rights or obligations hereunder, replacement and restoration as soon as reasonably practicable; providedexcept, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior Buyer shall remain obligated with respect to the Closingindemnities and obligations herein which specifically survive termination. If Buyer does not so timely elect to terminate this Agreement, then (i) the Closing shall take place as provided herein and there shall be delayed until such completion assigned to Buyer at the Closing all interest of Seller in and to the insurance proceeds or condemnation awards payable to Seller on account of that event (the “Proceeds”) in an amount up to, but not including, any Proceeds in excess of the Purchase Price (the “Excess Proceeds”, the Proceeds minus any Excess Proceeds shall be hereinafter referred to as the "Buyer’s Proceeds"), less sums which Seller incurs before the Closing to repair any of the damage. ELECTRONICALLY FILED - 2020 May 19 12:29 PM - GREENVILLE - COMMON PLEAS - CASE#2019CP2300913 If after the Execution Date and prior to Closing there shall occur damage to the Property caused by fire or other casualty which would cost less than ten percent (10%) of the Purchase Price to repair, or the taking or condemnation of a portion of the Property which would not materially interfere with the present use of the Property, then, Buyer may not terminate this Agreement and there shall be assigned to Buyer at the Closing all material respects occurs, interest of Seller in and (ii) at to the Buyer’s Proceeds, less sums which Seller incurs before the Closing to repair any of the damage. If after the Execution Date and prior to Closing, there shall occur damage to the Property caused by fire or other casualty which would cost an amount greater than or equal to fifty percent (50%) of the Sellers’ option the Termination Date shall be extended Purchase Price to allow the Cable Venture to complete such repair, replacement or restorationthen, but in no event such event, Seller shall have the Termination Date be extended right to terminate this Agreement by more than one month.written notice thereof delivered to Buyer within ten

Risk of Loss. The Seller shall bear the risk of any all loss or damage to the Systems and Property from all causes except acts of Buyer until Settlement. In the assets and properties of the Companies resulting from fire, theft, hurricane event that any Property is damaged or destroyed by fire or any other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves materialClosing Date, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture then Seller shall promptly notify the provide Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition written notice of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expensecasualty. If the Cable Venture indicates it will not so repaircost of repairing such damage, replace and restore as estimated by an architect or contractor retained pursuant to the lost or damaged propertymutual agreement of the Parties (the “Cost of Repairs”), is less than three percent (3%) of the Allocated Purchase Price for any such Property, then Settlement shall proceed as scheduled, all collected insurance proceeds shall be paid over to Buyer (or credited against the Purchase Price), plus the cash amount of any associated deductible, and Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the affected Property at Settlement, and any insurance proceeds collected after Settlement by Seller shall be promptly paid over to Buyer upon receipt thereof. If the Cost of Repairs is greater than three percent (3%) of the Allocated Purchase Price for any such Property, then Buyer may in its discretion either (a) elect to treat any such Property as a Removed Property or (b) proceed to Settlement in which event any collected insurance proceeds, plus the cash amount of any associated deductible, shall be paid over to Buyer (or credited against the Purchase Price) and Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the affected Property at Settlement, and any insurance proceeds collected after Settlement by Seller shall be promptly paid over to Buyer upon receipt thereof. Notwithstanding the foregoing, if the Cost of Repairs is greater than seven percent (7%) of the Allocated Purchase Price for more than one Real Property, Buyer shall have the right to terminate this Agreement by giving written notice thereof Agreement, in which case, the full amount of the Deposit shall be returned to Buyer. In the event that the casualty is uninsured or underinsured, Buyer may elect to treat any affected Property as a Removed Property unless Buyer receives a credit against the Purchase Price equal to the Cable Venture within Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under any Lease, Buyer shall have the option to treat any affected Property as a Removed Property without regard to the Cost of Repairs. Any notice required to elect to treat any Property as a Removed Property pursuant to this Section shall be delivered no later than thirty (30) days after following Buyer’s receipt of Seller’s notice of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost casualty or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occursDate, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthwhichever is earlier.

Risk of Loss. 23.1 The risk Property shall be conveyed to Purchaser in the same condition as on the date of any loss or damage to the Systems and the assets and properties of the Companies resulting from firethis Agreement, theft, hurricane or other casualty (except reasonable ordinary wear and tear) will be borne by tear excepted, free of all tenancies or occupancies except for Seller's continued occupancy as provided in this Agreement. Seller shall not remove anything from the Companies Property between the date of this Agreement and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation 23.2 Upon receipt of the Companies’ assets or their functionality an offer or any other loss notice or damage that is sufficiently substantial so as communications from any governmental or quasi-governmental body seeking to preclude and prevent resumption take under its power of normal operations of eminent domain all or any material portion of the Systemssubject property, the Cable Venture Seller shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild Purchaser of the San Xxxx Systemreceipt of same and shall send such communication, or a copy of it, to the condition Purchaser. Upon receipt of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repairnotice, replace and restore the lost or damaged property, then the Buyer Purchaser shall have the right to terminate rescind this Agreement by giving delivery of written notice thereof to the Cable Venture Seller within thirty (30) days after of Purchaser's receipt of such notice the communication from Seller. In the Cable Ventureevent Purchaser elects to rescind, then Purchaser shall receive a refund of the Deposit [together with all interest earned on it], in which case both parties shall be relieved 10 11 of all further obligations under this Agreement. If In the Cable Venture agrees event Purchaser elects not to so repairrescind, replace then Purchaser shall be entitled to all condemnation awards and settlements. Seller and Purchaser agree to cooperate with each other to obtain the highest and best price for the condemned property. 23.3 In the event that the Property is damaged or destroyed by fire or other casualty prior to Closing, Seller shall repair and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior Property to the Closingsame condition as before the fire or casualty, then (i) and the Closing shall be delayed until deferred for up to sixty (60) days to permit such completion repair and restoration. If Seller is unable to repair and restore within such 60 day period, then Purchaser shall have the option of: extending the 60 day period for up to one hundred twenty (120) additional days, or canceling this Agreement and receiving a refund of the Deposit together with all interest earned on it, in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date which case both parties shall be extended released from all further obligations under this Agreement, or proceeding with the Closing, in which case Purchaser shall be entitled to allow all insurance proceeds and to a credit equal to the Cable Venture to complete such repairinsurance deductibles (or, replacement or restorationin the alternative, but in no event shall the Termination Date be extended by more than one monthPurchaser may cancel this Agreement). 24.

Risk of Loss. The risk If prior to any Closing hereunder all of the Real Property or any Material (as defined below) portion thereof is destroyed or damaged or if the Real Property or any Material portion thereof shall be subjected to a bona fide threat of condemnation or becomes the subject of any loss proceedings, judicial, administrative or damage otherwise, with respect to the Systems and the assets and properties taking by eminent domain or condemnation, Sellers shall within two (2) days of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations learning of any material portion of the Systemssuch event, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repairthereof. In such event, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right option to: (i) terminate this Agreement upon written notice to Sellers, in which event the Deposit shall be returned to Buyer, without the consent or joinder of Sellers being required and notwithstanding any instructions to the contrary which might be provided by Sellers, and, thereafter, this Agreement shall be deemed to be null, void and of no further force and effect other than those obligations which expressly survive a termination of this Agreement; or (ii) accept title to the Real Property with no adjustment of the Purchase Price and upon the Closing, Sellers shall assign, transfer and set over to Buyer all of the right, title and interest of Sellers in and to any awards that have been or that may thereafter be made for any such taking, or Sellers shall assign, transfer and set over to Buyer any insurance proceeds that may have been or that may thereafter be made for any such damage or destruction giving Buyer a credit at Closing for any deductible under such policies as well as the amount of any uninsured loss. Should the Buyer elect option (i) above to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt as a result of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost material loss or damaged propertytaking, then the Companion Agreements shall also terminate (in the event that they have not closed as of the date of the material loss) and the Deposit shall be returned to Buyer as provided above. In the event an immaterial part of the Real Property is damaged, destroyed or taken, this Agreement shall continue remain in full force and effect with no adjustment of the Purchase Price and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to upon the Closing, then Sellers shall assign, transfer and set over to Buyer all of the right, title and interest of Sellers in and to any awards that have been or that may thereafter be made for any such taking, and Sellers shall assign, transfer and set over to Buyer any insurance proceeds that may have been or that may thereafter be made for any such damage or destruction giving Buyer a credit at Closing for any deductible under such policies as well as the amount of any uninsured loss. A “Material” part of the Real Property shall be deemed to have been damaged, destroyed or taken if (i) the Closing shall be delayed until financial impact of such completion in all material respects occurscasualty on the value of any parcel comprising the Property is reasonably likely to exceed ten percent (10%) of the Purchase Price of said parcel, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one month.or

Risk of Loss. The risk of If prior to XXX the Property is damaged or destroyed, but not materially damaged or destroyed (as defined below), by fire or other casualty, Buyer shall be required to perform this Agreement and, shall be entitled to the casualty insurance proceeds payable with respect thereto (including without limitation any business income, rent loss or damage like insurance proceeds relating to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the Property income lost or damaged property to its former condition abated for periods following Closing (or, if such lost or damaged property had not yet been replaced or upgraded in connection with abated income, the Rebuild “Lost Income”) under the policies of insurance maintained by Seller (collectively, the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense“Insurance Proceeds”). If the Cable Venture indicates Property is materially damaged or destroyed by fire or other casualty, Buyer may terminate this Agreement on written notice to Seller given within ten (10) business days after receiving notice of the occurrence of such fire or casualty. If Buyer shall exercise such option to terminate, it shall be deemed that Buyer terminated this Agreement pursuant to Section 7(c) and the rights of the parties shall be as set forth therein. If Buyer does not exercise such option to terminate, this Agreement shall remain in full force and effect in accordance with its terms and Buyer shall be entitled to the Insurance Proceeds. For purposes hereof, the Property shall be deemed “materially damaged or destroyed” if (i) the estimated repair cost is greater than $500,000.00, (ii) if such damage or destruction will entitle Tenant to terminate its Lease, or (iii) if the damage or destruction (including any lost income) is not so repairfully covered by Seller’s insurance or if such insurance is not for full replacement cost. In the event prior to XXX written notice of a proposed condemnation or taking of the Property is received from a governmental entity having jurisdiction over the Property, replace and restore a condemnation proceeding is commenced against the lost Property, a condemnation proceeding against the Property is concluded or damaged propertyall or any part of the Property is conveyed in lieu of condemnation, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty ten (3010) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repairor such event, replace and restore the lost or damaged property, then in which event it shall be deemed that Buyer terminated this Agreement shall continue in full force and effect pursuant to Section 7(c) hereof and the Cable Venture rights of the parties shall be obligated as set forth therein. In the event Buyer does not elect to effect such repairterminate this Agreement, replacement and restoration as soon as reasonably practicable; providedSeller shall assign to Buyer, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to at the Closing, then (i) all of Buyer’s rights, title and interest in and to any condemnation claim and/or award payable with respect to the Closing Property. In the event of a dispute between Seller and Buyer with respect to the cost of repair and/or replacement with respect to the matters set forth in this Section 19, an engineer designated by Seller and an engineer designated by Buyer shall select an independent engineer licensed to practice in the jurisdiction where the Property is located who shall resolve such dispute. All fees, costs and expenses of such third engineer so selected shall be delayed until such completion in all material respects occurs, shared equally by Buyer and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthSeller.

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire(a) If, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is , any Owned Real Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations result of any material portion of the Systemscondemnation or eminent domain proceeding or other similar governmental action, the Cable Venture Seller shall promptly notify Purchaser of (x) the Buyer estimated cost of restoration of such Owned Real Property with respect to any casualty as determined by written estimate of an independent construction contracting firm chosen by Seller and reasonably acceptable to Purchaser or (y) the estimated loss in writing value of that fact such Owned Real Property as a result of such condemnation as determined by written estimate of an independent appraisal firm chosen by Seller and whether reasonably acceptable to Purchaser. In the Cable Venture intends to repair, replace and restore the lost event of damage by fire or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, other casualty to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof Owned Real Property prior to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repairClosing, replace and restore the lost or damaged property, then this Agreement shall continue remain in full force and effect and the Cable Venture Purchase Price shall be obligated reduced by the amount of such damage; provided that there shall be no reduction in the Purchase -------- Price if Seller, at its option and at its sole expense or through the use of insurance proceeds, (A) completely repairs such damage in a manner reasonably acceptable to effect Purchaser (which Seller shall have no obligation to do) or (B) provides cash or collateral reasonably acceptable to Purchaser that is sufficient to completely repair such repair, replacement and restoration as soon as reasonably practicabledamage; provided, howeverfurther, that if Seller -------- ------- does not take either of the actions set forth in preceding clauses (A) or (B), the Purchase Price shall be reduced by an amount sufficient to completely repair such repairdamage. If Seller does not take either of the actions set forth in preceding clauses (A) or (B), replacement or restoration cannot reasonably and the amount that would be completed in all material respects prior sufficient to completely repair such damage is greater than the ClosingPurchase Price (a "Termination ----------- Condition"), then Purchaser shall have the option to either (i1) terminate this ---------- Agreement upon written notice to Seller and the Closing Escrow Agent delivered within twenty (20) Business Days after receipt of written notice from Seller of Seller's election referred to in the preceding sentence, and thereupon this Agreement shall terminate and be of no further force or effect and the parties hereto shall be delayed until released from further performance of this Agreement except for the obligations specified to survive termination or (2) accept such completion in Owned Real Property "as is" together with an assignment of all material respects occursinsurance or condemnation proceeds (including business interruption insurance proceeds, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthif any).

Risk of Loss. The risk of In the event any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane Property is damaged or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers destroyed prior to the Closing. If there Closing Date, and such damage or destruction: (i) would cost less than One Hundred Thousand Dollars ($100,000) to repair and is a hurricane that involves materialfully covered by Seller's insurance, long-lasting except for the deductible amounts thereunder, which deductible amounts are less than Fifty Thousand Dollars ($50,000); or permanent damage (ii) is uninsured and would cost less than Fifty Thousand Dollars ($50,000) to repair or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged propertyrestore, then this Agreement shall continue remain in full force and effect and Buyer shall acquire the Cable Venture Property upon the terms and conditions set forth herein (hereinafter "Minor Casualty"). In such event, Buyer shall receive a credit against the Purchase Price equal to such (a) deductible amount (except the portion applied to repairs), and Seller shall assign to Buyer the proceeds of insurance payable on account of such damage or destruction or (b) if clause (ii) above is applicable, the remaining cost to repair and restore. In the event of a casualty other than a Minor Casualty or the Property becomes the subject of any condemnation proceeding involving a portion of the Property greater than $100,000, then each of Buyer and Seller shall have the right, at its election, to terminate this Agreement by delivery of notice of termination to the other on or before the scheduled Closing Date, whereupon Buyer and Seller shall instruct Escrow Holder to return the Second Deposit to Buyer, and each shall be obligated released from all obligations hereunder pertaining to effect such repairthe Property (other than the indemnification obligations under Section 4(i) and 13(b)). If this Agreement is not terminated, replacement Seller and restoration Buyer agree that Seller shall assign to Buyer any proceeds of insurance or condemnation awards and the Purchase Price shall be reduced by the amount of Seller's deductible (except the portion applied to repairs). Any repairs made by Seller pursuant to this Section 10 shall be first paid out of insurance proceeds and the deductible and made as soon promptly as reasonably practicable; providedpossible, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) and the Closing shall be delayed extended until the repairs are substantially completed unless Buyer elects to close escrow prior to such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthof repairs.

Risk of Loss. The Seller shall bear the risk of any all loss or damage to the Systems Property from all causes until Closing. Seller represents that it has, and will maintain pending Closing, a builder’s risk policy and a policy of fire and extended coverage insurance in at least the assets and properties full amount of the Companies resulting from firereplacement cost of all buildings and improvements located on the Property. Seller will cause the insurer to add Buyer’s name to the policy as an additional insured, theftas its interest may appear. Seller will deliver to Buyer within five (5) days after the Effective Date a certificate issued by such insurer evidencing that such policy is in effect, hurricane or other casualty that it will not be canceled without at least thirty (except reasonable wear 30) days prior notice to Buyer and tear) will be borne by the Companies and the Sellers that Buyer has been named as an additional named insured thereunder. If at any time prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation Closing any portion of the Companies’ assets Property is destroyed or their functionality damaged as a result of fire or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systemscasualty whatsoever, the Cable Venture Seller shall promptly notify the give written notice thereof to Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right right: (i) to terminate this Agreement by giving written notice thereof to Seller, whereupon Escrow Agent shall return the Cable Venture within thirty Deposit (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees with any accrued interest), to so repairBuyer, replace and restore the lost or damaged property, then thereafter this Agreement shall continue in full force be void and effect and the Cable Venture neither party shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicablehave any further rights or obligations hereunder; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) to proceed with this Agreement and to notify Seller that, at the Buyer’s or sole option, Seller either shall: (A) use any available insurance proceeds to restore the Sellers’ option Property prior to Closing to its condition as of the Termination Date Effective Date, and if there are any excess insurance proceeds after completion of such restoration, Seller shall promptly deposit same in escrow with Escrow Agent and such funds, together with any interest thereon, shall be extended disbursed to allow the Cable Venture to complete such repair, replacement Buyer at Closing; or (B) in lieu of restoration, but prior to Closing, clear the site of debris and deposit all remaining insurance proceeds in no escrow with Escrow Agent and such funds, together with interest thereon, shall be disbursed to Buyer at Closing. All unpaid claims and rights in connection with any such losses shall be assigned to Buyer at Closing without in any manner affecting the Purchase Price. In the event Buyer elects to proceed under clause (ii)(A) or (ii)(B) above, Seller shall either expend the Termination Date be extended by more than one monthdeductible amount provided for in such insurance coverage in making such restoration or clearing the Property, as the case may be, or give Buyer a credit therefore against the Purchase Price.

Risk of Loss. The risk of (a) If, before the Closing Date, the improvements on the Property are damaged by any loss or damage to the Systems insured casualty and the assets and properties cost to restore such improvements, as reasonably determined by Buyer, is more than ten percent (10%) of the Companies resulting from firePurchase Price, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right, by giving notice to Seller within ten (10) days after Seller gives notice of the occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate and the Deposit shall be returned to Buyer. If, before the Closing Date, the improvements on the Property are damaged by any casualty not covered by insurance and the cost to restore such improvements, as reasonably determined by Seller and Buyer, is more than One Million & 00/100 Dollars ($1,000,000.00), Seller and Buyer each shall have the right, by giving notice to the other within ten (10) days after Seller gives notice of the occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate and the Deposit shall be returned to Buyer. If, before the Closing Date, the improvements on the Property are damaged by any insured casualty and the cost to restore such improvements, as reasonably determined by Buyer, is less than ten percent (10%) of the Purchase Price, or the improvements on the Property are damaged by any casualty not covered by insurance and the cost to restore such improvements, as reasonably determined by Seller and Buyer, is One Million & 00/100 Dollars ($1,000,000.00) or less, or either Seller or Buyer has the right to terminate this Agreement by giving written notice thereof pursuant to either of the Cable Venture within thirty (30) days after receipt of preceding sentences but neither Seller nor Buyer exercises such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged propertyright, then this Agreement shall continue remain in full force and effect and, on the Closing Date, any insurance proceeds (or, if not theretofore received, the right to receive such proceeds) payable to Seller on account of the damage shall be transferred to Buyer and the Cable Venture amount of any deductible under Seller's insurance policy to the extent of the restoration cost as reasonably determined by Buyer (or, in the case of an uninsured casualty, the restoration cost as reasonably determined by Seller and Buyer) shall be obligated a credit to effect such repair, replacement and restoration as soon as Buyer against the total purchase price for the Property. Seller shall give notice to Buyer reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior promptly after the occurrence of any damage to the Closingimprovements on the Property by any casualty. If necessary, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended postponed until Seller has given any notice to allow Buyer required by this SECTION 10(A) and the Cable Venture to complete such repair, replacement or restoration, but period of ten (10) days described in no event shall the Termination Date be extended by more than one monththis SECTION 10(A) has expired.

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and teari) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality all or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsReal Property is taken, or becomes subject to a pending taking, by eminent domain, or is conveyed in lieu thereof, and such taking or conveyance has a material, adverse effect on the continuing use and operation of the relevant Property, as such Property is operated as of the Contract Date, or if the Property LLCs or any Contributor receive written notice of any rezoning of all or any portion of the Real Property, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer Operating Partnership shall have the right and option, at its sole discretion, to terminate this Agreement in its entirety or only with respect to the Property LLC holding title to the affected portion of the Real Property by giving providing the Contributors with written notice thereof to the Cable Venture within thirty (30) days at any time after its receipt of such notice written notification from the Cable VentureContributors of any such occurrence. If the Cable Venture agrees Operating Partnership elects not to so repair, replace and restore the lost or damaged property, then terminate this Agreement (whether in its entirety or on a partial basis), then, as of the Closing, the Contributors shall continue in full force and effect and deliver to the Cable Venture shall be obligated Operating Partnership the amount of any award or other proceeds on account of such taking, conveyance or casualty which have been actually paid to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement the Contributors or restoration cannot reasonably be completed in all material respects the Property LLCs prior to the ClosingClosing Date as a result of such taking, then conveyance or casualty (i) less all costs and expenses, including, without limitation, attorneys’ fees and costs, incurred by the Contributors or the Property LLCs as of the Closing Date in obtaining payment of such proceeds or in repairing or restoring the Real Property) and, to the extent such award or proceeds have not been delivered to the Contributors or the Property LLCs, the Contributors shall assign to the Operating Partnership at Closing (without recourse to the Contributors) any rights of the Contributors to, and the Operating Partnership shall be delayed until such completion entitled to receive and retain, all awards for the taking of the Real Property or any portion thereof or conveyance in all material respects occurslieu thereof or insurance proceed payable with respect to any damage, as the case may be (less the costs and (ii) at expenses described above in this Section 9 to the Buyer’s extent not previously paid to the Contributors out of the award or proceeds for the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repairapplicable taking, replacement conveyance in lieu thereof or restoration, but in no event shall the Termination Date be extended by more than one monthcasualty).

Risk of Loss. The risk (a) If, prior to Closing, a condemnation proceeding, of other than a de minimus nature, is instituted against a Property or any loss portion thereof, or damage if a Property is substantially damaged by fire or other casualty, Purchaser may terminate this Agreement with respect to such Property by written notice to Seller given on or before fifteen (15) days following the institution of the condemnation proceeding or date of the casualty, whereupon such Property shall constitute a “Removed Property”. Upon the termination of this Agreement as to a Removed Property, the Purchase Price shall be reduced by the Allocated Purchase Price for the Removed Property and Seller shall refund the Allocated Deposit for the Removed Property to Purchaser. In addition, Seller shall reimburse Purchaser for the Due Diligence Costs (upon being presented with paid invoices and receipts evidencing such costs) with respect to the Systems Removed Property. Thereafter, this Agreement shall be null and void as to the assets Removed Property (but shall remain in effect as to the remaining Properties), and properties neither party shall have any obligation to the other with respect thereto, except to the extent such obligation expressly survives such termination. If Purchaser does not so terminate this Agreement in the case of condemnation or substantial damage by fire or other casualty, or if in the Companies resulting from fire, theft, hurricane case of fire or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If a Property there is a hurricane that involves materialless than substantial damage, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer then in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition each of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repaircases, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and to be effective as to the Cable Venture applicable Property. Seller shall be obligated entitled, but shall not be obligated, to effect restore damage caused by a casualty, and may use any insurance proceeds for any costs it incurs in repairing such repairdamage or in recovering the proceeds of insurance. Seller shall assign to Purchaser at Closing all of Seller’s right to receive any award for such condemnation or insurance proceeds as a result of such damage (but, replacement subject to Seller’s right to receive reimbursement for the costs described in the preceding sentence) together with all of Seller’s rights to litigate such claim and restoration as soon as reasonably practicableto negotiate a settlement with the condemning authority or the insurance carrier; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closingextent Seller self-insures (including a deductible amount) against a casualty, then the Purchase Price for the affected Property shall be adjusted to reflect a credit in favor of Purchaser for the amount of such self-insured amount that would otherwise be paid from the insurance proceeds. For purposes of this Section 15, a Property shall be deemed to have been “substantially damaged” if, as determined by an independent architectural firm or general contractor chosen by Seller in the exercise of its reasonable judgment, such damage occurs at a Property that Seller is responsible to restore and such restoration will require more than one hundred eighty (180) days to complete and will cost in excess of twenty-five percent (25%) of such Property’s Allocated Purchase Price. Seller agrees to maintain insurance with respect to a casualty which is substantially equivalent to that maintained on the date of this Agreement. Notwithstanding anything to the contrary set forth in this Section 15, (i) the Closing Seller shall be delayed until entitled to terminate this Agreement as to any Property which is substantially damaged by fire or other casualty in the event that such completion in all material respects occursProperty would be the subject of a Lease Agreement and under the terms of such Lease Agreement Seller, as tenant, would be entitled to terminate such Lease Agreement and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall Seller be obligated to assign or pay to Purchaser any insurance proceeds that pertain to the Termination Date damage of property, which under the terms a Lease Agreement affecting such property, Purchaser would not be extended obligated to repair and restore. Notwithstanding the foregoing, if a fire or other casualty occurs at a Property that would be subject to a Lease Agreement, and Seller, as tenant thereunder, would have the right, were the Lease Agreement in effect, to terminate the Lease Agreement, Seller, upon notice to Purchaser within fifteen (15) days of the occurrence of the casualty, may terminate this Agreement as to such Property, whereupon such Property shall constitute a “Removed Property” and the provisions set forth above with respect to Removed Properties shall apply. If Seller, in any such case, does not terminate this Agreement, Seller shall be deemed to have waived any right accorded to Seller, as tenant under the Lease Agreement, to terminate the Lease Agreement by more than one monthreason of the occurrence of the casualty.

Risk of Loss. The Except as provided in any indemnity applicable to Purchaser's Due Diligence Period activities, Seller shall bear all risk of any loss or with respect to the Premises up to and including the Closing Date. Notwithstanding the foregoing, in the event of damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane Premises by fire or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers on or prior to the Closing. If there is a hurricane that involves materialClosing Date, long-lasting repair of which would cost less than One Hundred Thousand and 00/100s Dollars ($100,000.00) (as determined by Seller in good faith based on at least two (2) independent contractor bids) and which will not result in the termination of any Lease, or permanent damage the abatement of rent pursuant to or destruction or degradation any of the Companies’ assets Leases, or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations the impairment of any material building system that renders a substantial portion of the SystemsPremises unfit for occupancy or use for more than three (3) business days, Purchaser shall not have the Cable Venture shall promptly notify the Buyer in writing of that fact right to terminate its obligations under this Agreement by reason thereof, and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer Seller shall have the right to terminate elect to either repair and restore the Premises before the Closing or, if its policies cover the loss and will pay for the repairs and restoration (with the Seller's deductible), to assign and transfer to Purchaser, with appropriate confirmation by Seller's insurer, on the Closing Date all of the Seller's right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty, including, without limitation, the amount of the deductible with respect thereto. In either case as provided in the preceding sentence, this transaction shall proceed to Closing and there shall be no reduction in the Purchase Price by reason of such damage (except for the credit to the Purchaser for the amount of the Seller's deductible). Seller shall promptly notify Purchaser in writing of any such fire or other casualty, and Seller's determination of the cost to repair the damage caused thereby. In the event of damage to the Premises by fire or other casualty prior to the Closing Date, repair of which would cost in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) (as determined by Seller in good faith based on at least two (2) independent contractor bids) or will result in the termination of any Leases, or the abatement of rent pursuant to any of the Leases which is not fully covered by rent loss insurance then in place, or the impairment of any building system that renders a substantial portion of the Premises unfit for occupancy for more than three (3) business days, then this Agreement may be terminated at the option of Purchaser, which option shall be exercised, if at all, by giving Purchaser's written notice thereof to the Cable Venture Seller within thirty ten (3010) business days after receipt Purchaser receives written notice of such notice from fire or other casualty and Seller's determination of the Cable Ventureamount of such damages. If Upon the Cable Venture agrees to so repairexercise of such option by Purchaser, replace and restore the lost or damaged property, then this Agreement shall continue in full force become null and effect and void, the Cable Venture Xxxxxxx Money shall be obligated promptly returned to effect such repairPurchaser and both parties shall be relieved from all further obligations hereunder, replacement and restoration except as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration canprovided in Paragraph 39 below. If Purchaser does not reasonably be completed in all material respects prior timely elect to the Closingterminate this Agreement, then (i) Seller shall assign and transfer to Purchaser on the Closing Date all of Seller's right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty together with the amount of the deductible relating thereto, in which case this transaction shall proceed to Closing and there shall be delayed until no reduction in the Purchase Price by reason of such completion in all material respects occurs, and damage (ii) at except for the Buyer’s or credit to Purchaser for the Sellers’ option amount of the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthdeductible).

Risk of Loss. The risk If, between the date of any loss or damage to the Systems this Agreement and the assets and properties Closing Date, either (i) any part of the Companies resulting from fire, theft, hurricane Property is damaged or destroyed by fire or other casualty which, in the reasonable judgment of Buyer, would render the Property unsuitable for Buyer's use thereof, or (except reasonable wear and tearii) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation any material part of the Companies’ assets Property is taken in condemnation or their functionality under the right of eminent domain, or any other loss proceedings for such taking shall be pending or damage that is sufficiently substantial so as to preclude and prevent resumption threatened and, in the reasonable judgment of normal operations of any material portion of Buyer, such taking renders or would render the SystemsProperty unsuitable for Buyer's use thereof, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof given to the Cable Venture Seller within thirty ten (3010) days after receipt receiving notice thereof. Any such termination shall be governed by Section 8.3. Seller shall promptly notify Buyer of each occurrence of the kind specified above which comes within Seller's Knowledge and shall give Buyer such information relating thereto as Buyer may thereafter reasonably request. If Buyer fails to give notice of termination within such ten-day period as to any damage or taking, Buyer's right to terminate on account of such notice from the Cable Venture. If the Cable Venture agrees damage or taking shall be deemed to so repair, replace have been waived and restore the lost or damaged property, then this Agreement shall continue in full force and effect and effect, notwithstanding the Cable Venture shall be obligated to effect damage or taking, without any diminution of the Purchase Price, in such repaircase Seller shall, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) on the Closing shall be delayed until Date, deliver to Buyer any insurance proceeds or condemnation awards received by Seller as a result of any occurrence specified herein, assign to Buyer all of Seller's right, title and interest in and to any insurance proceeds or condemnation awards resulting from any such completion in all material respects occursoccurrence that have not yet been received by Seller on that date, and (ii) cooperate with and assist Buyer in collecting any such proceeds or awards, at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one month's sole cost and expense.

Risk of Loss. The risk In the event that the Realty or any material portion thereof is taken by eminent domain prior to closing, Purchaser shall have the option of any loss or damage to the Systems either: (i) canceling this Agreement and the assets and properties receiving a refund of the Companies resulting from fireDeposit and all interest earned thereon, theftwhereupon both parties shall be relieved of all further obligations under this Agreement, hurricane or (ii) proceeding with closing without reduction of the Purchase Price, in which case Purchaser shall be entitled to all condemnation awards and settlements, if any. In the event only a nonmaterial portion of the Realty is taken by eminent domain prior to closing, then Purchaser shall be required to proceed with closing without reduction of Purchase Price, but Purchaser shall be entitled to all condemnation awards and settlements, if any. In the event that the Improvements are materially damaged or destroyed by fire or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to closing, Seller shall have the Closingoption to repair and restore the Improvements to the same condition as existed before the fire or casualty and closing shall be deferred for up to one hundred twenty (120) days to permit such repair and restoration. If there Seller elects not to repair and restore or if Seller is unable to repair and restore within such one hundred twenty (120) day period, then Purchaser shall have the option of either: (i) canceling this Agreement and receiving a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation refund of the Companies’ assets Deposit and all interest earned thereon, whereupon both parties shall be released from all further obligations under this Agreement, or their functionality (ii) proceeding with closing without reduction in the Purchase Price or any other loss or damage that is sufficiently substantial so as claim against Seller therefor, in which case Purchaser shall be entitled to preclude and prevent resumption of normal operations of any material all insurance proceeds, if any, resulting from such casualty. In the event only a nonmaterial portion of the SystemsImprovements are damaged or destroyed by fire or other casualty prior to closing, then Purchaser shall be required to proceed with closing without reduction in the Cable Venture Purchase Price or claim against Seller and Purchaser shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends be entitled to repair, replace and restore the lost or damaged property to its former condition (orall insurance proceeds, if any, resulting from such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthcasualty.

Risk of Loss. The Seller shall bear the risk of any all loss or damage to the Systems Property from all causes until Closing. Seller represents that it has, and will maintain pending Closing, a policy of fire and extended coverage insurance in at least the assets and properties full amount of the Companies resulting from firereplacement cost of all buildings and improvements located on the Property. Seller will cause the insurer to add Buyer’s name to the policy as an additional insured, theftas its interest may appear. Seller will deliver to Buyer within five (5) days after the Effective Date a certificate issued by such insurer evidencing that such policy is in effect, hurricane or other casualty that it will not be canceled without at least thirty (except reasonable wear 30) days prior notice to Buyer and tear) will be borne by the Companies and the Sellers that Buyer has been named as an additional named insured thereunder. If at any time prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of Closing any material portion of the SystemsProperty is destroyed or damaged as a result of fire or any other casualty whatsoever, the Cable Venture Seller shall promptly notify the give written notice thereof to Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right right: (i) to terminate this Agreement by giving written notice thereof to Seller, whereupon Escrow Agent shall return the Cable Venture within thirty Deposit (30with any accrued interest) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repairBuyer, replace and restore the lost or damaged property, then thereafter this Agreement shall continue in full force be void and effect and the Cable Venture neither party shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicablehave any further rights or obligations hereunder; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) whether such casualty affects a material portion of the Property or not, to proceed with this Agreement and to notify Seller that, at the Buyer’s sole option, Seller or master tenant either shall: (A) to the Sellers’ option extent of any available insurance proceeds and deductible amount to restore the Termination Date Property to its condition as of the Effective Date, and if there are any excess insurance proceeds after completion of such restoration, Seller shall promptly disburse the same together with any interest thereon to Buyer; or (B) in lieu of restoration, clear the site of debris and disburse all remaining insurance proceeds together with interest thereon to Buyer. All unpaid claims and rights in connection with any such losses shall be extended assigned to allow master tenant at Closing without in any manner affecting the Cable Venture Purchase Price. In the event Buyer elects to complete proceed under clause (ii)(A) or (ii)(B) above, Seller shall either expend the deductible amount provided for in such repairinsurance coverage in making such restoration or clearing the Property, replacement as the case may be, or restoration, but in no event shall give Buyer a credit therefore against the Termination Date be extended by more than one monthPurchase Price.

Risk of Loss. The risk In the event that any Acquired Assets which are Non-Delivered Assets include items of any loss Equipment and Machinery that either (a) are individually, or damage to in the Systems and the assets and properties of the Companies resulting from fireaggregate, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, Assets or Properties included in the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost Acquired Assets or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, b) are material to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged propertyAccess Business, then the Buyer Purchaser shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects Seller at any time prior to the ClosingClosing Date. In addition, then and without limiting the foregoing, if prior to the Closing all of the Acquired Assets or a portion of the Acquired Assets, the loss of which would have a Material Adverse Effect, shall be stolen, taken, damaged or destroyed by fire or other casualty or is otherwise not delivered (for any reason) to Purchaser pursuant to the terms hereof, Purchaser shall have the right to terminate this Agreement by giving notice to Seller at any time prior to the Closing Date. If any of the foregoing events occurs and Purchaser does not terminate this Agreement, Purchaser shall perform its obligations hereunder in accordance with this Agreement and the Purchase Price shall not be reduced, and Seller's rights to (i) any award, right or other compensation resulting from such taking that relate to the Closing shall be delayed until such completion in all material respects occurs, and Access Business or the Acquired Assets or (ii) any insurance proceeds resulting from such fire, theft or other casualty or event (less any reasonable sums expended by Seller for repair and restoration) that relate to the Access Business or the Acquired Assets, shall be assigned by Seller to Purchaser at the Buyer’s Closing; PROVIDED, HOWEVER, that the Purchase Price shall be reduced by the amount of any "deductible" or "co-insurance payment" deducted or deductible from any insurance proceeds. If all or any part of any of the Acquired Assets are taken by condemnation or eminent domain and Purchaser shall not have terminated this Agreement as provided above, Purchaser shall have the exclusive right to conduct all proceedings and make all agreements that relate to the Access Business or the Sellers’ option Acquired Assets in connection therewith in its name, or in the Termination Date name of Seller. Seller shall be extended cooperate with Purchaser in connection with those proceedings and hereby appoints Purchaser as its attorney-in-fact with respect to allow any proceedings that relate to the Cable Venture Access Business or the Acquired Assets, such appointment being irrevocable and coupled with an interest, to complete execute and deliver any documents that relate to the Access Business or the Acquired Assets required in connection with any condemnation or eminent domain proceeding or any agreement reached between those authorized to exercise such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthright.

Risk of Loss. The risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane Property by fire or other casualty (except reasonable wear and tear) will until recordation of the deed of conveyance shall be borne by the Companies and the Sellers Seller. If prior to the Closing. If there is a hurricane that involves material, long-lasting Closing (i) condemnation proceedings are commenced against all or permanent damage to or destruction or degradation any portion of the Companies’ assets Property, or their functionality (ii) if the Property is damaged by fire or any other loss casualty to the extent that the cost of repairing such damage shall be One Hundred Thousand Dollars ($100,000.00) or damage that more, or (iii) if the Property is sufficiently substantial so as damaged by an uninsured risk, or (iv) the Property becomes subject to preclude and prevent resumption of normal operations litigation which may deprive Purchaser of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends benefit to repair, replace and restore the lost or damaged property which it would become entitled pursuant to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged propertythis Agreement, then the Buyer Purchaser shall have the right to terminate this Agreement by giving written right, upon notice thereof in writing to the Cable Venture Seller delivered within thirty (30) days after receipt actual notice of such notice condemnation or fire or other casualty or litigation, to terminate this Agreement, and thereupon the parties shall be released and discharged from any further obligations to each other and the Cable Venturedischarged from any further obligations to each other and the Deposit shall be refunded to Purchaser. If Purchaser does not elect to terminate this Agreement, or in the Cable Venture agrees event of fire or other casualty not giving rise to so repaira right to terminate this Agreement by Purchaser, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture Purchaser Price shall not be reduced except as hereinafter set forth, but Purchaser shall be obligated entitled to effect such repairan assignment of all of Seller's share of the proceeds of fire or other casualty insurance and rent insurance proceeds payable with respect to the period after Closing or of the condemnation award, replacement as the case may be, and restoration as soon as reasonably practicableSeller shall have no obligation to repair or restore the Property; provided, however, that the Purchase Price shall be reduced (but only if such repair, replacement or restoration cannot reasonably be completed in all material respects prior the total insurance proceeds are less than the Purchase Price) by an amount equal to the Closing, then (ia) the Closing "deductible" applied by Seller's insurance policy, or (c) if Seller is self-insured, the cost of repairing such damage. If Purchase elects not to terminate this Agreement, Purchaser shall be delayed until such completion have the right to participate in all material respects occursthe negotiation and settlement of any litigation, and (ii) at the Buyer’s casualty or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthcondemnation-related claim.

Risk of Loss. The Until Closing, Seller will bear all risk of any loss or damage to the Systems and the assets and properties resulting from a Material Taking (as defined below) of the Companies Property. Should more than ten percent (10%) of the Parcel be taken by eminent domain proceedings, or should any governmental authority issue written notice of any taking or proposed taking of more than ten percent (10%) of the Parcel, prior to Closing, it shall be considered a “Material Taking”. Otherwise, except as otherwise expressly provided in this Agreement, Buyer will bear all risk of loss resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation condemnation of portions of the Companies’ assets Property and no damage to, or their functionality non-Material Taking of, the Property will permit to Buyer terminate this Agreement. If a condemnation of or any other loss or damage that is sufficiently substantial so as material casualty to preclude and prevent resumption of normal operations of any material portion of the SystemsProperty occurs prior to Closing, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition Seller will give prompt notice of such property contemplated by the Rebuild occurrence to Buyer after Seller acquires knowledge of the San Xxxx System) as soon as practicable at its sole expenseit. If the Cable Venture indicates it will not so repairPrior to Closing, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within but no later than thirty (30) days after receipt of such notice, Buyer may elect to terminate this Agreement by giving notice from of its election to Seller and Escrow Agent if the Cable Venture. If the Cable Venture agrees to so repairoccurrence involves a Material Taking; and if Buyer makes such election, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and automatically terminate, the Cable Venture Xxxxxxx Money shall be obligated remitted and retained as provided in Section 3(f); and neither Seller nor Buyer shall have any further obligations to effect one another under this Agreement or does not have the right to terminate this Agreement on account of a condemnation or casualty, except for those obligations which expressly survive termination of this Agreement. If Buyer does not elect to terminate this Agreement in accordance with this Section 25 or if the taking is not a Material Taking, Buyer shall be entitled to receive at Closing a credit against the Purchase Price for the proceeds received by Seller as a result of such repairloss or damage or, replacement and restoration as soon as reasonably practicable; provided, however, that if such repairproceeds will or may be received in the future, replacement an assignment at Closing of the right to receive such future proceeds. If this Agreement has not been terminated, Seller will not settle any casualty or restoration cancondemnation claim with respect to any portion of the Property without the consent of Buyer, not reasonably to be completed in all material respects prior to the Closingunreasonably withheld, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s conditioned or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthdelayed.

Risk of Loss. The Risk of loss with respect to any property or assets of Sellers, as applicable, will be borne by Sellers, as applicable, at all times prior to the Closing and will pass to Purchaser only upon transfer to Purchaser at Closing of title to the Purchased Assets; notwithstanding the foregoing, risk of loss with respect to any loss or damage Non-Transferable Assets will also pass to the Systems and the assets and properties Purchaser at Closing. If any of the Companies resulting from Tangible Personal Property is lost, damaged or destroyed by fire, theft, hurricane casualty or any other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers cause or causes prior to the Closing. If there is Closing (a hurricane that involves material“Casualty”), long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture Sellers shall promptly notify the Buyer Purchaser in writing of that fact such Casualty and whether the Cable Venture intends to repair, replace details thereof and restore the lost shall answer promptly any reasonable requests from Purchaser for details or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection information. Purchaser shall thereafter proceed with the Rebuild Closing, except that in the event of a Casualty to the Tangible Personal Property, the Purchase Price will be reduced by the dollar amount (based upon replacement value) of the San Xxxx System, to the condition Casualty loss (and any insurance proceeds received or receivable as a result of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it Casualty will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right be payable to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicableSellers); provided, however, that if such repairCasualties materially interfere or have a Material Adverse Effect, replacement in Purchaser’s reasonable discretion, with the operation of or restoration cannot reasonably be completed in all material respects prior on the Business, Purchaser may terminate this Agreement. Purchaser must exercise its option to terminate by written notice to Sellers within fifteen (15) days or the number of days remaining to the Closing, then whichever is less, after the later of Purchaser receiving (ia) written notice of any such Casualty and (b) satisfactory responses to all of its reasonable requests, if any, for details or information. If this Agreement is not terminated by Purchaser pursuant to this Section 10.5 and if Purchaser and Sellers are unable to agree as to the dollar amount of the loss (based upon replacement value) or the insurance proceeds to be recovered, the Parties shall proceed with the Closing as scheduled, except that Purchaser shall place in escrow (to be held pending agreement as to the final amount) an amount (based upon estimated replacement value of the damaged or destroyed property) as determined by a firm selected by independent accountants to be agreed upon by the Parties (the “Casualty Amount”). The Casualty Amount shall be delayed held in escrow until such completion the dispute has been resolved following the Closing either by agreement of Purchaser and Sellers or otherwise. In the event that the actual Casualty loss is greater than or less than the Casualty Amount held in all material respects occursescrow, and (ii) at to the Buyer’s or extent necessary, the Sellers’ option the Termination Date Parties shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthmake appropriate adjustment payments.

Risk of Loss. The risk of any loss or damage to the Systems and Project by fire or otherwise until the assets and properties of the Companies resulting from fireClosing is assumed by Seller, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or provided any other loss or damage that is sufficiently substantial so as to preclude resulting therefrom does not exceed Fifty Thousand and prevent resumption 00/100 ($50,000.00) Dollars. For the purposes of normal operations of any material portion of the Systemsthis Article, the Cable Venture insurance adjuster for Seller’s insurance carrier shall promptly notify determine the amount of loss or damage. If such loss or damage exceeds Fifty Thousand and 00/100 ($50,000.00) Dollars, Seller shall elect either to (i) continue this Agreement with an abatement in Purchase Price given to Buyer in writing of that fact and whether the Cable Venture intends equal to repairsaid loss or damage (alternatively, replace and restore the lost or damaged property to its former condition (orSeller may, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If option, make repairs equivalent to same), in which case this transaction shall be closed in the Cable Venture indicates it will not so repair, replace and restore the lost same manner as if no such loss or damaged property, then the Buyer damage shall have the right to occurred, or (ii) continue this Agreement without an abatement in Purchase Price, or (iii) terminate this Agreement by giving written notice thereof to Buyer, in which event Seller shall return the Cable Venture Deposit. In the event Seller elects to continue this Agreement without an abatement in Purchase Price pursuant to subsection (ii) of this Article, then Buyer shall elect by written notice sent to Seller within thirty ten (3010) days after receipt of written notice by Buyer from Seller of its election to continue this Agreement without an abatement in Purchase Price equal to said loss or damage, to either (a) continue this Agreement without an abatement in the Purchase Price in the amount of such notice from loss or damage, in which case this transaction shall be closed in the Cable Venturesame manner as if no such loss or damage shall have occurred or (b) to terminate this Agreement; and Buyer shall not be entitled to any other rights and remedies. If Buyer terminates this Agreement under subsection (b) of this Article, neither party shall have any liability whatsoever to the Cable Venture agrees other, but Buyer shall be entitled to so repaira refund of the Deposit and upon payment of same, replace and restore the lost or damaged property, then this Agreement shall continue in full be null and void and of no further force and effect without further action of the parties. Failure of Buyer to terminate this Agreement in the time and the Cable Venture manner aforesaid shall be obligated deemed an election to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed continue same by Buyer without an abatement in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthPurchase Price.

Risk of Loss. The risk of any loss material loss, damage, impairment, confiscation, or damage to the Systems and the assets and properties condemnation of any of the Companies resulting material Assets from fire, theft, hurricane or other casualty (except reasonable wear and tear) will any cause whatsoever shall be borne by the Companies and the Sellers Seller at all times prior to the ClosingClosing Date. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of In the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations event of any such material portion of the Systemsloss, the Cable Venture damage, impairment confiscation, or condemnation, whether or not covered by insurance, Seller shall promptly notify Buyer of such loss, damage, impairment, confiscation or condemnation, which notice shall provide an estimate of the Buyer in writing of that fact costs to repair, restore or replace such Assets and shall state whether the Cable Venture Seller intends to repair, restore or replace such assets, whether or not covered by insurance. If Seller, at its expense, repairs, replaces or restores such Assets to their prior condition to the reasonable satisfaction of Buyer before the Closing, Seller shall be entitled to all insurance proceeds and restore the lost or damaged property to its former condition (orcondemnation awards, if any, by reason of such lost award or damaged property had loss. If Seller does not yet been replaced or upgraded in connection cannot restore or replace such lost, damaged, impaired, confiscated or condemned Assets or informs Buyer that it does not intend to restore or replace such Assets, then the parties shall proceed to the Closing without Seller completing the restoration and replacement of such Assets, provided that Seller shall assign all rights under applicable insurance policies and condemnation awards, if any, to Buyer. To the extent that the repair or replacement cost of any such Assets is not covered by such insurance proceeds or condemnation awards, then Buyer and Seller shall submit such matter to Bond & Xxxxxx for an appraisal and the amount of any such deficiency shall be a Buyer Indemnified Cost (which shall be treated as an adjustment to the Purchase Price) and shall be paid to Buyer by Seller within ten business days after the determination of such deficiency. In such event, Seller shall have no further liability with the Rebuild of the San Xxxx System, respect to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof Assets directly attributable to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repairloss, replace and restore the lost damage, impairment, confiscation or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthcondemnation.

Risk of Loss. The risk of any loss or damage to In the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers prior to the Closing. If there is event Seller actually becomes aware that a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsProperty becomes damaged or destroyed during the period of time between the Effective Date and prior to Closing, the Cable Venture Seller shall promptly notify the give Buyer in writing of written notice thereof; provided, however, that fact and whether the Cable Venture intends Seller shall have no notice obligation relating to repair, replace and restore the lost any damage or damaged property to its former condition (or, if such lost destruction caused by Buyer’s inspections or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of extent that such property contemplated disclosures are not required by the Rebuild of the San Xxxx System) as soon as practicable at its sole expenselaw. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture option, exercisable within thirty ten (3010) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees notice, to so repair, replace and restore the lost or damaged property, then either: (a) terminate this Agreement by written notice to Seller and Closing Agent, in which event Closing Agent shall continue return the Deposit to Buyer and neither party shall have any further rights or obligations to the other; or (b) consummate this Agreement in full force and effect and accordance with its terms, with no reduction in the Cable Venture Purchase Price hereunder. In any event, Seller shall not be deemed in default under this Agreement as a result of such damage or destruction. Buyer shall be obligated deemed to effect have waived Buyer's right to terminate this Agreement if Xxxxx does not notify Seller in writing of Buyer's election to terminate this Agreement within ten (10) days after receipt of Seller's written notice of material damage. Notwithstanding the foregoing, any termination notice given by Buyer under this Section shall be rendered ineffective if, within five (5) days after Seller's receipt of such repairwritten notice, replacement Seller delivers to Buyer Seller's written agreement to repair at Seller's sole cost and restoration as soon as reasonably practicable; providedexpense all such damage. In such event, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be deemed automatically extended to allow the Cable Venture to complete third (3rd) business day following Seller's completions of such repair, replacement . Buyer shall not be entitled to any insurance proceeds or restoration, but in no event shall obtain any rights with respect to any claims Seller may have with regard to insurance maintained by Seller with respect to the Termination Date be extended by more than one monthProperty.

Risk of Loss. The Prior to Closing, the risk of loss shall remain with Seller. If, prior to Closing, the REO Property or any loss part thereof shall be condemned, destroyed or damage damaged by fire or other casualty, Seller shall promptly notify Purchaser. If the REO Property or any part thereof shall be condemned such that damages are in excess of an amount equal to the Systems and the assets and properties fifteen percent (15%) of the Companies resulting from firePurchase Price, theft, hurricane or if the REO Property or any part thereof shall be destroyed or damaged by fire or other casualty the repair of which would cost in excess of fifteen percent (except reasonable wear and tear15%) will be borne by the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption Purchase Price, then, at the option of normal operations of any material portion of the SystemsPurchaser, the Cable Venture which option shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (orbe exercisable, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx Systemat all, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture Seller within thirty ten (3010) days Business Days after receipt Purchaser receives written notice of such notice from the Cable Venturefire, earthquake or other casualty or condemnation, this Contract may be terminated. If Purchaser elects to terminate this Contract, the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture Xxxxxxx Money shall be obligated returned to effect such repairPurchaser, replacement in which event this Contract shall, without further action of the parties, become null and restoration as soon as reasonably practicable; providedvoid, howeverand neither party shall have any rights or obligations under this Contract, except those which expressly survive termination. In the event that Purchaser does not exercise the option to terminate the Contract set forth above, or if such repair, replacement the condemnation or restoration cannot reasonably be completed in all material respects prior to casualty is below the Closingthreshold described above, then (i) Purchaser’s obligations hereunder to purchase the REO Property for the full Purchase Price shall apply without regard to the occurrence or effect of any damage to the REO Property or destruction of any improvements on the REO Property or condemnation of any portion of the REO Property, (ii) Purchaser shall have no right to terminate this Contract or reduce the Purchase Price in the event of any damage to the REO Property or destruction of any improvements on the REO Property or condemnation of any portion of the REO Property, (iii) Purchaser hereby waives any right Purchaser may have at law or in equity to terminate this Contract or seek reduction of the Purchase Price on account of any damage to the REO Property or destruction of any improvements on the REO Property or condemnation of any portion of the REO Property, and (iv) the Closing shall take place on the Closing Date, provided, however that Seller hereby agrees that upon the Closing, there shall be delayed until a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller, if any, as a result of any such completion in all material respects occursdamage or destruction or condemnation, and (ii) at plus the Buyer’s amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Sellers’ option REO Property necessary to protect or preserve the Termination REO Property or required by applicable law. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Purchaser with a credit against the Purchase Price for any deductible, except to the extent needed to reimburse Seller for sums expended prior to the Closing to repair or restore the REO Property necessary to protect or preserve the REO Property or required by applicable law. In the event insurance proceeds are not available for a casualty, Purchaser may terminate this Contract or receive a credit for the estimated amount of the restoration. If necessary, the Closing Date shall be extended postponed until Seller has given the notice to allow Purchaser required by Section 33 and the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthperiod of ten (10) Business Days described therein has expired.

Risk of Loss. The risk Risk of any loss or damage up to and including the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will Closing Date shall be borne by Seller; provided, however, that Seller shall have no obligation to rebuild the Companies and Property. In the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent event of any material damage to or destruction or degradation of the Companies’ assets or their functionality Property or any other loss portion thereof, Buyer may, at its option, by notice to Seller given within thirty (30) days after Buyer is notified of such damage or damage that destruction (and if necessary the Closing Date shall be extended to give Buyer the full 30 day period to make such election, which election shall be deemed irrevocable): (i) terminate this Agreement and the Exxxxxx Money (plus interest earned thereon) shall be immediately returned to Buyer, (ii) if Seller agrees to rebuild the Property, extend the date of Closing by up to three hundred sixty-five (365) days to permit Seller to restore the Property to its previous condition (provided that, if the Property is sufficiently substantial so not fully restored and repaired at the end of such three hundred sixty-five (365) day period, Buyer shall have the options provided in (i) and (iii) at such time), or (iii) proceed under this Agreement, receive any insurance proceeds due Seller as to preclude and prevent resumption of normal operations a result of any material portion such damage or destruction which have not been applied to the cost of restoration and repair of the SystemsProperty and Buyer shall assume responsibility for all such repairs, and Buyer shall receive a credit at Closing for any deductible or coinsured amount under said insurance policies. If Buyer elects to proceed under provision (iii) above, Seller will cooperate with Buyer after the Cable Venture shall promptly notify the Closing to assist Buyer in writing of that fact and whether obtaining the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expenseinsurance proceeds from Seller’s insurers. If the Cable Venture indicates it will Property is not so repair, replace and restore the lost or damaged propertymaterially damaged, then the Buyer shall not have the right to terminate this Agreement by giving written notice thereof if Seller agrees, at its cost, to repair the Cable Venture within thirty (30) days after receipt of such notice from damage before the Cable Venture. If the Cable Venture agrees to so repair, replace Closing and restore the lost or damaged propertyProperty to its previous condition or, then this Agreement shall continue in full force if repair and effect and the Cable Venture shall be obligated to effect such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects before the Closing, Buyer shall elect by written notice to Seller given at least ten (10) business days prior to the scheduled date of Closing, then either (i) to extend the date of Closing by up to ninety (90) days to permit Seller to restore the Property to its previous condition, or, if such repairs are not completed by Closing, the Buyer shall have the remedies set forth in Section 11.1(i), or (iii) to receive an assignment from Seller at the Closing of all insurance proceeds due Seller as a result of any such damage or destruction which have not been applied to the cost of restoration and repair of the Property and Buyer shall be delayed until assume responsibility for all such completion repairs, with Buyer receiving a credit at Closing in all material respects occurs, an amount equal to any applicable deductible. “Material damage” and (ii) at “materially damaged” means damage reasonably exceeding $1,000,000.00 to repair or Seller does not complete the Buyer’s or repair of the Sellers’ option the Termination Date shall be extended damage prior to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthClosing.

Risk of Loss. The risk Risk of any loss or damage of the Premises prior to the Systems and the assets and properties Commencement Date of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will Lease shall be borne by the Companies and the Sellers Landlord. At all times prior to the Closing. If there is a hurricane that involves materialCommencement Date, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable Landlord at its sole expensecost and expense shall maintain so-called contingent liability and broad form "builder's risk" insurance with coverage in an amount equal to the replacement cost of the Building Shell plus the Tenant Improvement Cost Estimate. The insurance policy (i) shall be in a form reasonably satisfactory to Tenant, (ii) shall be carried with a company reasonably acceptable to Tenant, (iii) shall provide that such policy shall not be subject to cancellation or change except after at least ten (10) days prior written notice to Tenant, and (iv) shall contain a "cross liability" provision insuring Landlord and Tenant against any loss caused by the negligence of the other party. If the Cable Venture indicates it will not so repairBuilding is damaged or destroyed prior to the Commencement Date, replace and restore the lost or damaged property, then the Buyer Tenant shall have the right to terminate this Agreement by giving written notice thereof the Lease, if the Premises, in the reasonable opinion of the Architect, cannot be Substantially Complete prior to the Cable Venture within thirty (30) days after receipt of such notice from the Cable VentureMarch 15, 1992. If the Cable Venture agrees to Lease is so repairterminated, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture Tenant shall be obligated entitled to effect such repairthat amount of the builder's risk insurance proceeds equal to the amount, replacement and restoration as soon as reasonably practicable; providedif any, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects paid by Tenant for construction of the Tenant Improvements prior to the Closingtermination date. If the Premises are damaged or destroyed and the Lease is not terminated pursuant to the terms of the Lease, then (i) Landlord shall promptly and diligently complete construction of the Closing Building in accordance with this Lease and all insurance proceeds with respect to the loss shall be delayed until such completion paid to an independent depository, reasonably acceptable to Landlord and Tenant, for disbursement to the contractors completing the Building as the work progresses in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthaccordance with customary institutional lending practices.

Risk of Loss. The Seller shall bear all risk of loss resulting from or related to material damage of or to any Property or any part thereof caused by a casualty which may occur prior to XXX. Seller shall also bear all risk of loss resulting from or related to a taking or condemnation of any Property or any part thereof with respect to which written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded or all or any part of any Property is conveyed in lieu of condemnation prior to XXX (any such taking or condemnation event or material damage caused by a casualty, a “Risk of Loss Event”). In the event of any Risk of Loss Event prior to XXX, Buyer may, at Buyer’s sole option, by written notice to Seller and Escrow Agent, remove the Systems affected Property from this Agreement as set forth in Section 6(b) above (each, a “Rejected Property”) and the assets and properties of the Companies resulting from fire, theft, hurricane or other casualty (except reasonable wear and tear) will Purchase Price shall be borne reduced by the Companies and the Sellers prior amount corresponding to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so such Rejected Property as to preclude and prevent resumption of normal operations of any material portion of the Systemsset forth in Exhibit A attached hereto, the Cable Venture Xxxxxxx Money Deposit shall promptly notify the be proportionately refunded to Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof to the Cable Venture within thirty (30) days after receipt of such notice from the Cable Venture. If the Cable Venture agrees to so repair, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect with respect to all remaining Properties. In the alternative, Buyer may attempt to negotiate an appropriate downward adjustment of the Purchase Price. If Seller and Buyer cannot agree upon such a downward adjustment within a reasonable period (not to exceed ten (10) days from the Cable Venture date Buyer receives notice of the Risk of Loss Event) Buyer may remove such Rejected Property from this Agreement as provided above. In the event of any Risk of Loss Event which does not result in a termination of this Agreement, Seller shall at XXX and as a condition precedent thereto, pay Buyer or credit Buyer against the Purchase Price the amount of any insurance or condemnation proceeds, or assign to Buyer, as of XXX and in a form acceptable to Buyer, all rights or claims for relief to the same, and credit to Buyer an amount equal to the deductible (if any) under the insurance policy. In the event of any Risk of Loss Event with respect to all Properties prior to XXX and Buyer elects to remove all Properties from this Agreement as provided above, then this Agreement shall automatically terminate, whereupon the Xxxxxxx Money Deposit shall promptly be obligated paid in full to effect Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder. As used in this Section 19, “material damage” caused by a casualty shall mean any casualty damage with respect to which (a) the cost to restore such repairdamage, replacement and restoration as soon as reasonably practicableagreed by Seller and Buyer, is more than One Hundred Twenty-Five Thousand and No/100 Dollars ($125,000.00), (b) the estimated time to repair such damage, as reasonably agreed by Seller and Buyer, is more than ninety (90) days, (c) such damage will entitle Tenant to terminate the Lease corresponding to the damage Property or xxxxx or offset its rent in whole or in part under such Lease, whether permanently or temporarily; provided, however, that such abated or offset rents are not fully covered by loss of rents insurance, or (d) such damage is not covered by Seller’s insurance or if such repair, insurance is not for full replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthcost.

Risk of Loss. The CondemnationUpon an occurrence of a casualty, condemnation or taking, Seller shall notify Buyer in writing of same. Until Closing, the risk of any loss or damage to the Systems and the assets and properties of the Companies resulting from fireProperty, theftexcept as otherwise expressly provided herein, hurricane or other casualty (except reasonable wear and tear) will shall be borne by Seller. In the Companies and the Sellers prior to the Closing. If there is a hurricane that involves material, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality event all or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsProperty is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease, or (b) with respect to any casualty, if the Cable Venture cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination the Xxxxxxx Money shall promptly notify be returned to the Buyer in writing and neither party hereto shall have any further rights, obligations or liabilities under this Agreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (orany notice thereof), if such lost or damaged property had Buyer does not yet been replaced or upgraded in connection with the Rebuild elect to cancel this Agreement as aforesaid, there shall be no abatement of the San Xxxx System, Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the condition of such property contemplated by awards, if any, for the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repaircondemnation or taking, replace and restore the lost or damaged property, then the Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement or does not have the right to terminate this Agreement by giving written notice thereof as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the Cable Venture within thirty proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (30or pay to Buyer any such proceeds received prior to Closing) days after receipt and pay to Buyer the amount of such notice from the Cable Venture. If the Cable Venture agrees to so repairany deductible with respect thereto, replace and restore the lost or damaged property, then this Agreement shall continue in full force and effect and the Cable Venture Buyer shall be obligated entitled to effect receive and keep any monies received from such repair, replacement and restoration as soon as reasonably practicable; provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing shall be delayed until such completion in all material respects occurs, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthinsurance policies.

Risk of Loss. The risk In the event there is any damage to or loss of any loss or damage to the Systems and the assets and properties of the Companies resulting from Assets (whether by fire, theft, hurricane vandalism or other casualty (except reasonable wear cause or casualty), between the date hereof and tear) will the Closing, the Purchase Price shall be borne reduced by the Companies amount necessary to repair the damage, which reduction shall be offset by any amounts paid by Seller's insurance company and assigned to Buyer; provided, however, in the Sellers prior to event of a casualty which in Buyer's sole judgment materially adversely affects the Closing. If there is a hurricane that involves material, long-lasting business or permanent damage to operation or destruction or degradation prospects of any of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the SystemsAssets, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repairBuyer, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repairoption, replace and restore the lost or damaged property, then the Buyer shall have the right may elect either (i) to terminate this Agreement by giving written notice thereof in its entirety, or (ii) to terminate this Agreement but only with respect to the Cable Venture damaged property with a reduction in the Purchase Price determined as follows. The reduction in Purchase Price shall be determined, based on the value on the date of this Agreement of the Assets damaged or lost, the value of which shall be determined by an MAI appraiser to be mutually selected and paid equally by Seller and Buyer. If Seller and Buyer are unable to mutually select an appraiser, then one (1) MAI appraiser shall be selected and paid by Buyer and one (1) MAI appraiser shall be selected and paid by Seller. If a party does not select an appraiser as provided in the preceding sentence within ten (10) days after the other party has given notice of the name of its appraiser, such party shall lose its right to appoint an appraiser. If the two (2) appraisers are selected by the parties as provided above, they shall meet promptly to determine the reduction in Purchase Price. If they are unable to agree within fifteen (15) days after the second appraiser has been selected, they shall jointly select a third MAI appraiser. The reduction in Purchase Price shall be set by agreement of any two (2) of the three (3) appraisers. If the two (2) appraisers are unable to agree on a third appraiser within thirty (30) days after receipt the second appraiser has been selected, either party, by giving written notice to the other, may apply to the American Arbitration Association for the purpose of such notice from determining the Cable Venturereduction in Purchase Price. The Seller and Buyer shall each bear one-half (1/2) of the cost of selecting the third appraiser and of paying the third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. If any two (2) appraisers are unable to determine the Cable Venture agrees to so repair, replace and restore reduction in Purchase Price within fifteen (15) days after the lost or damaged propertythird appraiser has been selected, then this Agreement shall continue in full force and effect and the Cable Venture three (3) appraisals shall be obligated to effect such repair, replacement added together and restoration as soon as reasonably practicabletheir total divided by three (3); provided, however, that if such repair, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing resulting quotient shall be delayed until such completion the reduction in all material respects occursPurchase Price. In determining the reduction in Purchase Price, each appraiser shall take into consideration, understand, and (ii) at the Buyer’s or the Sellers’ option the Termination Date shall be extended correctly employ those recognized techniques that are necessary to allow the Cable Venture to complete such repair, replacement or restoration, but in no event shall the Termination Date be extended by more than one monthproduce a credible appraisal.

Risk of Loss. The risk of If a condemnation proceeding is instituted against a Closed Property or any loss portion thereof, or damage to the Systems and the assets and properties of the Companies resulting from fire, theft, hurricane if a Closed Property is substantially damaged by fire or other casualty (except reasonable wear and tear) will be borne by the Companies and the Sellers casualty, prior to the Closing. If there is a hurricane that involves materialSettlement, long-lasting or permanent damage to or destruction or degradation of the Companies’ assets or their functionality or any other loss or damage that is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of the Systems, the Cable Venture shall promptly notify the Buyer in writing of that fact and whether the Cable Venture intends to repair, replace and restore the lost or damaged property to its former condition (or, if such lost or damaged property had not yet been replaced or upgraded in connection with the Rebuild of the San Xxxx System, to the condition of such property contemplated by the Rebuild of the San Xxxx System) as soon as practicable at its sole expense. If the Cable Venture indicates it will not so repair, replace and restore the lost or damaged property, then the Buyer shall have the right to Purchaser may terminate this Agreement by giving as to such Closed Property upon written notice thereof to Seller, whereupon the Cable Venture within thirty (30) days after receipt of parties shall have no further liabilities or obligations hereunder with respect to such notice from the Cable Venture. If the Cable Venture agrees to so repairClosed Property, replace and restore the lost or damaged property, then but this Agreement shall continue in full force and effect as to the remaining Closed Properties. If Purchaser does not so terminate this Agreement as to a Closed Property in the case of condemnation or substantial damage by fire or other casualty, or if in the case of fire or other casualty to a Closed Property there is less than substantial damage, then in each of such cases, this Agreement shall continue to be effective as to such Closed Property, and Seller shall assign to Purchaser at Settlement all of Seller's right to receive any award for such condemnation or insurance proceeds as a result of such damage (as the Cable Venture shall be obligated case may be), together with all of Seller's rights to effect litigate such repair, replacement claim and restoration as soon as reasonably practicableto negotiate a settlement with the condemning authority or the insurance carrier; provided, however, that to the extent Seller self-insures (including a deductible or any under-insured amount) against a casualty, then the Purchase Price for the affected Fee Property shall be adjusted to reflect a credit in favor of Purchaser for the amount of such under- insured amount. For purposes of this Section 19, a Closed Property shall be deemed to have been "substantially damaged" if such repairdamage occurs at a Fee Property or a Leasehold Property that Seller is responsible to restore and such restoration either will require more than 120 days to complete or will cost in excess of 25% of the Purchase Price of such Fee Property. If the damage occurs at a Leasehold Property that the landlord is responsible to restore, replacement or restoration cannot reasonably be completed in all material respects prior to the Closing, then (i) the Closing such Leasehold Property shall be delayed until such completion deemed to have been "substantially damaged" if the landlord elects to terminate the lease in all material respects occurs, and (ii) at the Buyer’s lieu of restoration or the Sellers’ option the Termination Date shall be extended elects to allow the Cable Venture to complete such repair, replacement or restorationrestore, but in no event shall the Termination Date be extended by such restoration will require more than one month120 days to complete. Seller agrees to maintain its current property insurance policies on the Closed Properties during the pendency of this Agreement.