Common use of Risk of Loss Clause in Contracts

Risk of Loss. (a) If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfSeller shall bear the risk of all loss or damage to the Property from all causes, on except acts or before omissions of Purchaser and its agents, employees and contractors, and except as otherwise provided in Section 14 below, until Settlement. Notwithstanding the Closing Dateforegoing, any “material portion” of a Property nothing in this Section 10 shall be deemed to create or grant unto Purchaser a right to terminate this Agreement (i) damaged or destroyed by fire or other casualty or (ii) taken except as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for otherwise expressly set forth below in this AgreementSection 10) as required by or reduce the terms hereof without regard to the occurrence or effect of any such casualty or condemnationPurchase Price payable at Settlement. (b) With respect If prior to Settlement all or any casualty portion of the Property is destroyed or condemnation affecting damaged, then Seller agrees to promptly notify Purchaser thereof. If (i) all of the Property or (ii) a “material portion” portion of a the Property after the date (being defined as damage in excess of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to TWENTY PERCENT (20%) of the sum Purchase Price ($ )) (“Material Damage”) is destroyed or damaged, then Purchaser then shall have the right, at Purchaser’s option, to terminate this Agreement by giving written notice to Seller within five (5) days after receipt of (x) such notice, whereupon the net proceeds, if any, received by the Sellers from such casualty or condemnation Deposit shall be returned to Purchaser and (y) the applicable deductible, if any, neither party shall have any further liability hereunder except with respect to any provisions which by their express terms survive the termination of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below), provided that the Deposit shall not be returned to Purchaser and shall instead be paid to Seller if such casualty, or (B) Sellers will, at the Closing, assign damage to the Buyer Property was caused by the acts or omissions of Purchaser or Purchaser’s employees, contractors, agents or representatives. If Purchaser elects not to terminate this Agreement within such five (5) day period, then Purchaser shall proceed to Settlement, and at Settlement all rights of the Sellers, if any, to the insurance or condemnation proceeds paid and to all other rights or unpaid claims arising out of or in connection with any such casualty loss shall be assigned to Purchaser and the Purchase Price shall not be reduced. It is expressly agreed and acknowledged that in no event shall Seller have any obligation to restore, repair or condemnationrebuild the Material Damage or any other damage to the Property. (c) If, on or before In the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser event of (i) fifty percent (50%) of the Allocated Asset Value of such Property or Material Damage prior to Settlement but pursuant to which this Agreement is not terminated as expressly set forth above in this Section 10, (ii) $10,000,000damage to the Property prior to Settlement other than Material Damage, or (iii) Purchaser’s failure to timely notify Seller of its election to terminate this Agreement as and to the extent expressly provided in Section 10(b) above, then the parties shall proceed to Settlement and at Settlement, all paid and unpaid claims and rights in connection with any such losses shall be assigned to Purchaser and the Purchase Price shall not be reduced.

Risk of Loss. (a) IfSeller shall bear the risk of all loss or damage to the Property from all causes, on except acts or before omissions of Purchaser and its agents, employees and contractors, and except as otherwise provided in Section 14 below, until Settlement. Notwithstanding the Closing Dateforegoing, any “material portion” of a Property nothing in this Section 10 shall be deemed to create or grant unto Purchaser a right to terminate this Agreement (i) damaged or destroyed by fire or other casualty or (ii) taken except as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for otherwise expressly set forth below in this AgreementSection 10) as required by or reduce the terms hereof without regard to the occurrence or effect of any such casualty or condemnationPurchase Price payable at Settlement. (b) With If prior to Settlement all or any portion of the Property is destroyed or damaged, then Seller agrees to promptly notify Purchaser thereof. If the damage is with respect to any casualty (i) all of the Property, or condemnation affecting (ii) a “material portion” portion of a the Property after the date is destroyed or damaged, being defined as damage in excess of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to TWENTY PERCENT (20%) of the sum Purchase Price ($ ) (“Material Damage”), then Purchaser then shall have the right, at Purchaser’s option, to terminate this Agreement by giving written notice to Seller within five (5) days after receipt of such notice, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser elects not to terminate this Agreement within such casualtyfive (5) day period, or (B) Sellers willthen Purchaser shall proceed to Settlement, and at the Closing, assign to the Buyer Settlement all rights of the Sellers, if any, to the insurance or condemnation proceeds paid and to all other rights or unpaid claims arising out of or in connection with any such casualty loss shall be assigned to Purchaser and the Purchase Price shall not be affected. Notwithstanding the foregoing, it is expressly agreed and acknowledged that in no event shall Seller have any obligation to repair or condemnationrebuild the Material Damage. (c) If, on or before In the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser event of (i) fifty percent (50%) of the Allocated Asset Value of such Property or Material Damage prior to Settlement but pursuant to which this Agreement is not terminable as expressly set forth above in this Section, (ii) $10,000,000damage to the Property prior to Settlement other than Material Damage, or (iii) Purchaser’s failure to timely notify Seller of its election to terminate this Agreement as and to the extent expressly provided in Section 10(b) above, the parties shall proceed to Settlement and at Settlement all paid and unpaid claims and rights in connection with any such losses shall be assigned to Purchaser and the Purchase Price shall not be affected.

Risk of Loss. (a) IfSeller shall bear the risk of all loss or damage to the Property from all causes, on except acts or before omissions of Purchaser and its agents, employees and contractors, and except as otherwise provided in Section 14 below, until Settlement. Notwithstanding the Closing Dateforegoing, any “material portion” of a Property nothing in this Section 10 shall be deemed to create or grant unto Purchaser a right to terminate this Agreement (i) damaged or destroyed by fire or other casualty or (ii) taken except as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for otherwise expressly set forth below in this AgreementSection 10) as required by or reduce the terms hereof without regard to the occurrence or effect of any such casualty or condemnationPurchase Price payable at Settlement. (b) With If prior to Settlement all or any portion of the Property is destroyed or damaged, then Seller agrees to promptly notify Purchaser thereof. If the damage is with respect to any casualty (i) all of the Property, or condemnation affecting (ii) a “material portion” portion of a the Property after the date is destroyed or damaged, being defined as damage in excess of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to TWENTY PERCENT (20%) of the sum Purchase Price ($ ) (“Material Damage”), then Purchaser then shall have the right, at Purchaser’s option, to terminate this Agreement by giving written notice to Seller within five (5) days after receipt of such notice, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser elects not to terminate this Agreement within such casualtyfive (5) day period, or (B) Sellers willthen Purchaser shall proceed to Settlement, and at the Closing, assign to the Buyer Settlement all rights of the Sellers, if any, to the insurance or condemnation proceeds paid and to all other rights or unpaid claims arising out of or in connection with any such casualty loss shall be assigned to Purchaser and the Purchase Price shall not be affected. Notwithstanding the foregoing, it is expressly agreed and acknowledged that in no event shall Seller have any obligation to repair or condemnationrebuild the Material Damage. (c) If, on or before In the Closing Date, any portion event of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or Material Damage prior to Settlement but pursuant to which this Agreement is not terminable as expressly set forth above in this Section, (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect Property prior to such casualtySettlement other than Material Damage, or (Biii) Sellers will, at the Closing, assign Purchaser’s failure to timely notify Seller of its election to terminate this Agreement as and to the Buyer extent expressly provided in Section 10(b) above, the parties shall proceed to Settlement and at Settlement all paid and unpaid claims and rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with any such casualty or condemnationlosses shall be assigned to Purchaser and the Purchase Price shall not be affected. (d) For purposes This Section is an express agreement to the contrary of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation 5-1311 of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000New York General Obligation Law.

Risk of Loss. (a) If, on or before the Closing Date, any “material portion” of a Property shall be (i) the Property or any portion thereof shall be damaged or destroyed by fire or other casualty or (ii) taken as a result of any Governmental Authority or other entity having condemnation authority shall take the Property or any portion thereof or institute an eminent domain proceedingproceeding by delivering written notice thereof to the Seller and the same is not dismissed prior to the Closing, then the Sellers Seller shall promptly notify the Buyer in writing. The Buyer shall and at Closing, the Purchase Price will be bound reduced by an amount equal to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal net proceeds (other than on account of business or rental interruption relating to the sum of (x) the net proceedsperiod prior to Closing), if any, received by the Sellers from Seller on or prior to the Closing as a result of such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or plus (B) Sellers willthe lesser of the amount of any deductible or the cost of any damage to the Property that falls within such deductible less (C) any amounts spent by the Seller to restore the Property. If as of the Closing Date, the Seller has not received all or any portion of such insurance or condemnation proceeds, then the parties shall nevertheless consummate on the Closing Date the conveyance of the Asset (without any credit for such as yet unpaid insurance or condemnation proceeds except for a credit for the lesser of any deductible under such insurance or the cost of any damage to the Property that falls within such deductible ) and the Seller will at the Closing, Closing assign to the Buyer all rights of the SellersSeller, if any, to the insurance or condemnation proceeds (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing) and to all other rights or claims arising out of or in connection with such casualty or condemnationcondemnation and the Buyer may notify all appropriate insurance companies of its interest in the insurance proceeds. (cb) IfNotwithstanding the provisions of SECTION 8.2(a), if, on or before the Closing Date, the Property or any portion of a Property that is not a “material portion” of such Property thereof shall be (i) damaged or destroyed by fire or other casualty a Material Casualty or (ii) taken as a result of a Material Condemnation, the Buyer shall have the right, exercised by written notice to the Seller no more than 10 Business Days after the Buyer has received notice of such Material Casualty or Material Condemnation, to terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to the Buyer, this Agreement shall terminate, and neither party shall have any further rights, liabilities or obligations hereunder other than those which expressly survive the termination of this Agreement. If the Buyer fails to timely terminate this Agreement in accordance with this SECTION 8.2(b), the provisions of SECTION 8.2(a) shall apply. As used in this SECTION 8.2(b), a “Material Casualty” shall mean any damage to the Property or any portion thereof by fire or other casualty that, in the Buyer’s reasonable judgment, may be expected to cost in excess of Five Hundred Thousand Dollars ($500,000) to repair. As used in this SECTION 8.2(b), a “Material Condemnation” shall mean a taking of the Property or a taking of any material portion of the Hotel as a result of a condemnation or eminent domain proceeding, proceeding (including the Sellers shall promptly notify institution of such proceeding pursuant to a written notice thereof to the Buyer thereof in writing and, except with respect to damage or destruction Seller) that has been fully repaired impairs the use and restored as value of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or otherwise causes the Property to be non-compliant with applicable law, and which (iiin each instance) $10,000,000cannot be restored by Seller (at Seller’s sole cost and expense) to substantially the same use and value as before the taking.

Risk of Loss. (a) IfRisk of all loss, on destruction, or damage to the Property, or any portion thereof, from any and all causes whatsoever until consummation of the Closing shall be borne by Seller. In the event that any portion of the Improvements, Personal Property, or the Land are damaged by fire or other casualty, or all or any portion of the Land or Improvements is condemned or taken by eminent domain by any competent authority for any public or quasi-public use or purpose, or preliminary steps in such condemnation for eminent domain proceedings shall have been taken before the Closing Date, Seller shall give immediate notice thereof to Purchaser. In the event that any “material portion” such casualty or condemnation (or threat thereof) does or could result in damages costing more than an amount equal to five percent (5%) of the Purchase Price to repair or replace, or have an adverse effect on the access to or use of the Property (a Property "Material Casualty or Condemnation"), Purchaser, at its option, may terminate this Agreement by written notice to Seller prior to or at the Closing, in which event the Xxxxxxx Money shall be returned to Purchaser and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. In the event that (i) damaged such casualty or destroyed by fire condemnation (or other casualty threat thereof) is not a Material Casualty or Condemnation, or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation (or threat thereof) is a Material Casualty or Condemnation, but Purchaser elects not to terminate this Agreement as aforesaid, then the Closing shall take place as provided herein without abatement of the Purchase Price, and (y) Seller shall assign to Purchaser at Closing all of the rights and interests of Seller in and to any insurance proceeds or condemnation awards which may be paid or payable to Seller on account of any such occurrence; provided, however, that Seller shall pay to Purchaser in cash at Closing the amount of any deductible under any existing insurance policies applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationoccurrence. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfSeller shall bear the risk of all loss or damage to the Property from all causes, on except acts or before omissions of Purchaser and its agents, employees and contractors, and except as otherwise provided in Section 14 below, until Settlement. Notwithstanding the Closing Dateforegoing, any “material portion” of a Property nothing in this Section 10 shall be deemed to create or grant unto Purchaser a right to terminate this Agreement (i) damaged or destroyed by fire or other casualty or (ii) taken except as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for otherwiseexpressly set forth below in this AgreementSection 10) as required by or reduce the terms hereof without regard to the occurrence or effect of any such casualty or condemnationPurchase Price payable at Settlement. (b) With respect If prior to Settlement all or any casualty portion of the Property is destroyed or condemnation affecting damaged, then Seller agrees to promptly notify Purchaser thereof. If (i) all of the Property or (ii) a “material portion” portion of a the Property after the date (being defined as damage in excess of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to TWENTY PERCENT (20%) of the sum Purchase Price ($_ )) (“Material Damage”) is destroyed or damaged, then Purchaser then shall have the right, at Purchaser’s option, to terminate this Agreement by giving written notice to Seller within five (5) days after receipt of (x) such notice, whereupon the net proceeds, if any, received by the Sellers from such casualty or condemnation Deposit shall be returned to Purchaser and (y) the applicable deductible, if any, neither party shall have any further liability hereunder except with respect to any provisions which by their express terms survive the termination of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below), provided that the Deposit shall not be returned to Purchaser and shall instead be paid to Seller if such casualty, or (B) Sellers will, at the Closing, assign damage to the Buyer Property was caused by the acts or omissions of Purchaser or Purchaser’s employees, contractors, agents or representatives. If Purchaser elects not to terminate this Agreement within such five (5) day period, then Purchaser shall proceed to Settlement, and at Settlement all rights of the Sellers, if any, to the insurance or condemnation proceeds paid and to all other rights or unpaid claims arising out of or in connection with any such casualty loss shall be assigned to Purchaser and the Purchase Price shall not be reduced. It is expressly agreed and acknowledged that in no event shall Seller have any obligation to restore, repair or condemnationrebuild the Material Damage or any other damage to the Property. (c) If, on or before In the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser event of (i) fifty percent (50%) of the Allocated Asset Value of such Property or Material Damage prior to Settlement but pursuant to which this Agreement is not terminated as expressly set forth above in this Section 10, (ii) $10,000,000damage to the Property prior to Settlement other than Material Damage, or (iii) Purchaser’s failure to timely notify Seller of its election to terminate this Agreement as and to the extent expressly provided in Section 10(b) above, then theparties shall proceed to Settlement and at Settlement, all paid and unpaid claims and rights in connection with any such losses shall be assigned to Purchaser and the Purchase Price shall not be reduced.

Risk of Loss. (a) IfThe risk of loss, on damage, or before destruction to any of the Closing Date, any “material portion” of a Property Acquired Assets shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result remain with the Seller until the Closing. In the event of any condemnation such loss, damage, or eminent domain proceeding, destruction the Sellers shall Seller will promptly notify the Buyer in writingof all particulars thereof, stating the cause thereof (if known) and the extent to which the cost of restoration, replacement and repair of the Acquired Assets lost, damaged or destroyed will be reimbursed under any insurance policy with respect thereto. The Buyer 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 FCC Licenses. The Closing Date shall be bound extended (with FCC consent, if necessary) for up to purchase sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of the affected Properties for date of the Allocated Asset Value Seller's notice to the Buyers, and the Buyers determine that the Seller's failure to repair or replace, alone or in respect the aggregate with any other then existing factors, would have a material adverse effect on the operation of such Properties the Station: (after taking into account a) the adjustments for net prorations and other adjustments provided for in Buyers may elect to terminate this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.; or (b) With respect the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to any casualty or condemnation affecting a “material portion” an extent reasonably satisfactory to the Buyers, unless the same cannot be reasonably effected within ninety (90) days of a Property after the date of the Seller's notice to the Buyers, in which case either party may terminate this Agreement, ; or (Ac) the Sellers will credit against Buyers may choose to accept the Cash Consideration Amount payable Acquired Asset in their "then" condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(q), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfFrom the date hereof through the Closing Date, on all risk of loss or damage to the Tangible Personal Property included in the Purchased Assets shall be borne by Seller, other than loss or damage caused by the negligent acts or omissions of Buyer or any Buyer Representative, which loss or damage shall be the responsibility of Buyer. (b) Notwithstanding any provision hereof to the contrary, subject to Section 9.1(g), if, before the Closing Date, all or any “material portion” portion of a Property shall be the Purchased Assets is (i) condemned or taken by eminent domain or is the subject of a pending or threatened condemnation or taking which has not been consummated, or (ii) materially damaged or destroyed by fire or other casualty or casualty, Seller shall notify Buyer promptly in writing of such fact, and (iix) taken as in the case of a result of any condemnation or eminent domain proceedingtaking, Seller shall assign or pay, as the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound case may be, any net proceeds thereof to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) in the applicable deductible, if any, with respect to such case of a fire or other casualty, Seller shall either restore such damage or (B) Sellers will, assign the insurance proceeds therefor to Buyer at the Closing, assign to . Notwithstanding the Buyer all rights of the Sellersforegoing, if anysuch condemnation, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) Iftaking, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired results in a Material Adverse Effect, Buyer and restored as Seller shall negotiate to resolve the loss resulting from such condemnation, taking, damage or destruction (and such negotiation shall include the negotiation of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal a fair and equitable adjustment to the sum Purchase Price). If no such resolution can be agreed upon within ninety (90) days after Seller has notified Buyer of (x) such loss, then Buyer, on the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualtyone hand, or (B) Sellers willSeller, at on the Closingother hand, assign may terminate this Agreement pursuant to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationSection 9.1(g). (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfThe risk of loss, on damage, or before destruction to any of the Closing Date, any “material portion” of a Property Acquired Assets shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result remain with the Seller until the Closing. In the event of any condemnation such loss, damage, or eminent domain proceeding, destruction the Sellers shall Seller will promptly notify the Buyer in writingof all particulars thereof, stating the cause thereof (if known) and the extent to which the cost of restoration, replacement and repair of the Acquired Assets lost, damaged or destroyed will be reimbursed under any insurance policy with respect thereto. The Buyer 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 FCC Licenses. The Closing Date shall be bound extended (with FCC consent, if necessary) for up to purchase sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of the affected Properties for date of the Allocated Asset Value Seller's notice to the Buyers, and the Buyers determine that the Seller's failure to repair or replace, alone or in respect the aggregate with any other then existing factors, would have a material adverse effect on the operation of such Properties the Stations: (after taking into account a) the adjustments for net prorations and other adjustments provided for in Buyers may elect to terminate this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.; or (b) With respect the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to any casualty or condemnation affecting a “material portion” an extent reasonably satisfactory to the Buyers, unless the same cannot be reasonably effected within ninety (90) days of a Property after the date of the Seller's notice to the Buyers, in which case either party may terminate this Agreement, ; or (Ac) the Sellers will credit against Buyers may choose to accept the Cash Consideration Amount payable Acquired Asset in their "then" condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(q), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. The risk of loss, damage, or destruction to any of the Acquired Assets shall remain with the Seller until the Closing. In the event of any such loss, damage, or destruction the Seller will promptly notify the Buyers of all particulars thereof, stating the cause thereof (aif known) Ifand the extent to which the cost of restoration, on replacement and repair of the Acquired Assets lost, damaged or before destroyed will be 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 FCC Licenses. The Closing Date, any “material portion” of a Property Date shall be extended (with FCC consent, if necessary) for up to sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of the date of the Seller's notice to the Buyers and the Buyers determine that the Seller's failure to repair or replace would have a material adverse effect on the operation of the Stations: (i) damaged or destroyed by fire or other casualty or the Buyers may elect to terminate this Agreement; or (ii) taken the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound manner and to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard an extent reasonably satisfactory to the occurrence or effect Buyers, unless the same cannot be reasonably effected within ninety (90) days of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of the Seller's notice to the Buyers, in which case either party may terminate this Agreement, ; or (Aiii) the Sellers will credit against Buyers may choose to accept the Cash Consideration Amount payable Acquired Asset in their "then" condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(p), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) From the date hereof through the Closing Date, all risk of loss or damage to the property included in the Purchased Assets shall be borne by Seller, other than loss or damage caused by the acts or negligence of Buyer or any Buyer Representative, which loss or damage shall be the responsibility of Buyer. (b) If, on or before the Closing Date, all or any “material portion” portion of the Purchased Assets is (i) taken by eminent domain or is the subject of a Property shall be pending or (ito the Knowledge of Seller) contemplated taking which has not been consummated, or (ii) damaged or destroyed by fire or other casualty casualty, Seller shall notify Buyer promptly in writing of such fact, and (x) in the case of a condemnation, Seller shall assign or pay, as the case may be, any proceeds thereof to Buyer at the Closing and (iiy) taken as in the case of a result casualty, Seller shall either restore the damage or assign the insurance proceeds therefor (and pay the amount of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value deductible and/or self-insured amount in respect of such Properties (after taking into account casualty) to Buyer at the adjustments for net prorations and other adjustments provided for in this Agreement) as required by Closing. Notwithstanding the terms hereof without regard to the occurrence or effect of any above, if such casualty or condemnation. loss results in a Material Adverse Effect, Buyer and Seller shall negotiate to settle the loss resulting from such taking (b) With respect to any casualty or condemnation affecting a “material portion” and such negotiation shall include, without limitation, the negotiation of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal fair and equitable adjustment to the sum Purchase Price). If no such settlement is reached within sixty (60) days after Seller has notified Buyer of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) loss, then Buyer or Seller may terminate this Agreement pursuant to Section 9.1(h). In the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights event of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of which Seller elects to restore, Seller will have the right to postpone the Closing Date, for up to four (A4) months. Buyer will have the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal right to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation inspect and (y) the applicable deductible, if any, with respect to such casualtyobserve, or (B) Sellers willhave its representatives inspect or observe, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance repairs necessitated by any such damage or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationdestruction. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. The risk of loss relating to Contributor’s Property Interest and the underlying Property prior to the Closing shall be borne by Contributor. If, prior to the Closing, (a) If, on the Property is materially or before the Closing Date, any “material portion” of a Property shall be (i) totally destroyed or damaged or destroyed by fire or other casualty or (iib) the Property is materially or totally taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option (such election to be made as soon as reasonably practicable following such occurrence and in any event prior to the Closing), determine not to acquire the Property Interest of Contributor relating to the Property that has been destroyed, damaged or taken as a result of described above. Contributor shall not have any condemnation obligation to repair or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of replace any such casualty damage, destruction or condemnation. (b) With respect taken property. Unless the Operating Partnership elects not to any casualty or condemnation affecting a “material portion” acquire the Property Interest of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers willContributor, at the Closing, assign Contributor shall pay or cause to be paid to the Buyer all rights of the SellersOperating Partnership any sums collected (directly or indirectly) by Contributor, if any, to the under any policies of insurance or condemnation award proceeds and relating to all other rights or claims arising out of or in connection with such casualty or condemnation. , if any, and otherwise assign to the Operating Partnership all rights (cdirectly or indirectly) If, on of Contributor to collect such sums as may then be uncollected except to the extent required for collection costs or before repairs by Contributor prior to the Closing Date, and provided that Contributor shall retain any portion of a Property that is not a insurance proceeds attributable to lost rents or other items applicable to any period prior to the Determination Date, and all rights thereto. As used in this Article 6, “material portionmaterially” of such Property shall be (i) destroyed, damaged or destroyed by fire taken refers to any casualty loss or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Dateany loss due to condemnation, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if anyin either case, to the insurance Property or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion thereof if (a) the cost of repairing or restoring the premises in question to substantially the same condition which materially existed prior to the event of damage would be, in the opinion of an architect or other qualified expert selected by Contributor and adversely affects access to any Propertyreasonably approved by the Operating Partnership, otherwise materially and adversely impacts or the operation amount of the Propertyproposed condemnation award is, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty greater than ten percent (5010%) of the Allocated Asset Value Total Consideration for the Property, (b) such loss or damage would entitle tenants occupying more than ten percent (10%) of the total rentable square footage at the Property, in the aggregate, to terminate their Leases or (c) such loss or damage otherwise materially impairs the current use or square footage of such Property (including parking, if material to such use) or (ii) $10,000,000access thereto. [This Article 6 is an express agreement to the contrary under Section 5-1311 of the New York General Obligation Law.]

Risk of Loss. (a) IfUntil the Closing, on or before the Closing Date, any “material portion” risk of a Property shall be (i) damaged or destroyed loss by fire or other casualty to the buildings and improvements on the Property, and liability for personal injury or (ii) taken as a result damage to property of any condemnation or eminent domain proceedingothers at the Property, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required borne by the terms hereof without regard to the occurrence or effect of any such casualty or condemnationSeller. (b) With respect to any casualty or condemnation affecting a “material portion” In the event of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed damage by fire or other casualty to ten percent or more of the square footage of the improvements located on the Property prior to the Closing which is not reasonably capable of being repaired within ninety (ii90) taken days, Seller shall notify Purchaser in writing of such damage, and Purchaser shall have the option to terminate this Agreement with respect to the Property by giving written notice of such election to Seller within ten (10) business days after receiving notice of such damage. If Purchaser shall exercise its right to terminate this Agreement pursuant to this Section l3 (b), the Deposit shall be handled in the manner contemplated in Section 2(a) hereof, and such parties shall be relieved of all further liabilities and obligations hereunder with respect to the Property. If Purchaser does not elect to terminate this Agreement within the ten business day period contemplated above or the damage affects less than ten percent of the square footage of the improvements located on the Property or if the damage is reasonably capable of being repaired within ninety (90) days, this Agreement shall remain in full force and effect and in such event Seller shall pay over and assign or cause to be paid over and assigned to Purchaser at the Closing any and all proceeds and claims under any casualty insurance policies insuring the damaged property, together with amount of any deductibles under any such policies. Seller shall have no obligation to repair casualty damage prior to the Closing. c) In the event that Purchaser shall be subject to a personal injury or property damage claim at any time relating to an incident occurring at the Property prior to the Closing, Seller shall defend (with counsel of its choice reasonably acceptable to Purchaser), indemnify and hold harmless Purchaser from and against all losses, damages, costs and expenses (including attorneys' fees) that Purchaser may suffer with respect to any such claim or incident. In the event Seller fails to engage counsel who files an appearance in any such litigation within four weeks of being served with a complaint or other legal process in connection with a matter covered by the foregoing indemnification, Purchaser shall be entitled to engage its own counsel to defend such claim, and the reasonable cost of such counsel shall be an expense that is reimbursable to Purchaser pursuant to this subsection. Without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, Seller will not enter into any settlement of any claims for which Purchaser is entitled to indemnification pursuant to this subsection if pursuant to or as a result of such settlement, such settlement would lead to liability or create any condemnation financial or eminent domain proceedingother obligation on the part of Purchaser for which Purchaser is not entitled to indemnification hereunder. This obligation to defend, the Sellers indemnify and hold harmless shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at survive the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) The risk of loss relating to Owner’s Property Interest and the underlying Property prior to the Closing shall be borne by Owner. If, on prior to the Closing, (a) the Property is materially or before the Closing Date, any “material portion” of a Property shall be (i) totally destroyed or damaged or destroyed by fire or other casualty or (iib) the Property is materially or totally taken as a result of any condemnation or by eminent domain proceedingor through condemnation proceedings, then the Sellers shall promptly notify the Buyer Operating Partnership may, at its option (such election to be made as soon as reasonably practicable following such occurrence and in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard any event prior to the occurrence Closing), determine not to acquire Owner’s fee interests in Parcel I or effect of Owner’s interests in the Property under the Leases. Owner shall not have any obligation to repair or replace any such casualty damage, destruction or condemnation. (b) With respect taken property. Unless the Operating Partnership elects not to any casualty acquire Owner’s fee interest in Parcel I or condemnation affecting a “material portion” of a Owner’s interests in the Property after under the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers willLeases, at the Closing, assign Owner shall pay or cause to be paid to the Buyer all rights of the SellersOperating Partnership any sums collected (directly or indirectly) by Owner, if any, to the under any policies of insurance or condemnation award proceeds and relating to all other rights or claims arising out of or in connection with such casualty or condemnation. , if any, and otherwise assign to the Operating Partnership all rights (cdirectly or indirectly) If, on of Owner to collect such sums as may then be uncollected except to the extent required for collection costs or before repairs by Owner prior to the Closing Date, and provided that Owner shall retain any portion of a Property that is not a insurance proceeds attributable to lost rents or other items applicable to any period prior to the Determination Date, and all rights thereto. As used in this Section 6, “material portionmaterially” of such Property shall be (i) destroyed, damaged or destroyed by fire taken refers to any casualty loss or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Dateany loss due to condemnation, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if anyin either case, to the insurance Property or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion thereof if (a) the cost of repairing or restoring the premises in question to substantially the same condition which materially existed prior to the event of damage would be, in the opinion of an architect or other qualified expert selected by Owner and adversely affects access to any Propertyreasonably approved by the Operating Partnership, otherwise materially and adversely impacts or the operation amount of the Propertyproposed condemnation award is, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty greater than ten percent (5010%) of the Allocated Asset Value Consideration for the Property, (b) such loss or damage would entitle tenants occupying more than ten percent (10%) of the total rentable square footage at the Property, in the aggregate, to terminate their Subleases or (c) such loss or damage otherwise materially impairs the current use or square footage of such Property (including parking, if material to such use) or (ii) $10,000,000access thereto. This Section 6 is an express agreement to the contrary under Section 5-1311 of the New York General Obligation Law.

Risk of Loss. As between Lessor and Lessee, Lessee shall bear the entire risk of loss, theft, destruction or damage to the Equipment and Facilities from any cause whatsoever or requisition of the Equipment and Facilities by any governmental entity or the taking of title to the Equipment and Facilities by eminent domain or otherwise (collectively, a “Loss”). Lessee shall advise Lessor in writing within ten (10) days of any such Loss. Except as provided below, no such Loss shall relieve Lessee of the obligation to pay Lessor Rental Payments and all other amounts owed hereunder. In the event of any such Loss, Lessor, at its option, may: (a) Ifif the Loss has not materially impaired the Equipment and Facilities (in Lessor’s reasonable judgment), on require Lessee, upon Lessor’s demand, to place the Equipment and Facilities in good condition and repair reasonably satisfactory to Lessor; or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect if the Loss has materially impaired the Equipment and Facilities (in Lessor’s reasonable judgment), require Lessee, upon Lessor’s demand, to any casualty or condemnation affecting a “material portion” pay Lessor ***. Upon Lessor’s full receipt of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and Lessor’s Return: (y) the applicable deductibleSchedule shall terminate, if anyand except as provided in Section 24, with respect Lessee shall be relieved of all obligations under the applicable Schedule; and (z) Lessor shall transfer all of its interest in the Equipment and Facilities to such casualtyLessee “AS IS, WHERE IS,” and without any warranty, express or implied from Lessor, other than the absence of any liens or claims by, through, or under Lessor. Notwithstanding clause (Bb) Sellers willin this Section 12, Lessor may, at its option, elect to have Lessee continue Rental Payments under the Closingapplicable Schedule, assign without interruption, and replace the damaged Equipment and Facilities with Equipment and Facilities of identical model, manufacturer and condition (“Replacement Equipment and Facilities”), in which case Lessee shall cause the Replacement Equipment and Facilities to be delivered to a location acceptable to Lessor and shall convey title (lien free) to the Buyer Lessor whereupon the Replacement Equipment and Facilities shall be subject to all rights of the Sellers, if any, to the insurance or condemnation proceeds terms and to all other rights or claims arising out conditions of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired this Agreement and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationSchedule. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) The risk of loss relating to Owner’s Property Interest and the underlying Property prior to the Closing shall be borne by Owner. If, on prior to the Closing, (a) the Property is materially or before the Closing Date, any “material portion” of a Property shall be (i) totally destroyed or damaged or destroyed by fire or other casualty or (iib) the Property is materially or totally taken as a result of any condemnation or by eminent domain proceedingor through condemnation proceedings, then the Sellers shall promptly notify the Buyer Operating Partnership may, at its option (such election to be made as soon as reasonably practicable following such occurrence and in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard any event prior to the occurrence Closing), determine not to acquire the leasehold estate under the Ground Lease. Owner shall not have any obligation to repair or effect of replace any such casualty damage, destruction or condemnation. (b) With respect taken property. Unless the Operating Partnership elects not to any casualty or condemnation affecting a “material portion” of a Property after acquire the date of this Agreement, (A) leasehold estate under the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers willGround Lease, at the Closing, assign Owner shall pay or cause to be paid to the Buyer all rights of the SellersOperating Partnership any sums collected (directly or indirectly) by Owner, if any, to the under any policies of insurance or condemnation award proceeds and relating to all other rights or claims arising out of or in connection with such casualty or condemnation. , if any, and otherwise assign to the Operating Partnership all rights (cdirectly or indirectly) If, on of Owner to collect such sums as may then be uncollected except to the extent required for collection costs or before repairs by Owner prior to the Closing Date, and provided that Owner shall retain any portion of a Property that is not a insurance proceeds attributable to lost rents or other items applicable to any period prior to the Determination Date, and all rights thereto. As used in this Section 6, “material portionmaterially” of such Property shall be (i) destroyed, damaged or destroyed by fire taken refers to any casualty loss or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Dateany loss due to condemnation, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if anyin either case, to the insurance Property or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion thereof if (a) the cost of repairing or restoring the premises in question to substantially the same condition which materially existed prior to the event of damage would be, in the opinion of an architect or other qualified expert selected by Owner and adversely affects access to any Propertyreasonably approved by the Operating Partnership, otherwise materially and adversely impacts or the operation amount of the Propertyproposed condemnation award is, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty greater than ten percent (5010%) of the Allocated Asset Value Consideration for the Property, (b) such loss or damage would entitle tenants occupying more than ten percent (10%) of the total rentable square footage at the Property, in the aggregate, to terminate their Subleases or (c) such loss or damage otherwise materially impairs the current use or square footage of such Property (including parking, if material to such use) or (ii) $10,000,000access thereto. This Section 6 is an express agreement to the contrary under Section 5-1311 of the New York General Obligation Law.

Risk of Loss. The risk of loss relating to the Properties prior to the Pre-Closing shall be borne by the Contributor. If, prior to the Pre-Closing, (a) Ifany Property is materially or totally destroyed or damaged by fire or other casualty, on or before (b) any Property is materially or totally taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option (such election to be made as soon as reasonably practicable following such occurrence and in any event prior to the Pre-Closing), either: (i) amend this Agreement to the smallest extent necessary to exclude the destroyed, damaged or condemned Property (and the Partnership Interest applicable thereto, if any) in which event the Agreement shall continue in full force and effect with respect to all other Partnership Interests and Properties; or (ii) elect to proceed with the acquisition of the Property (either directly or through the acquisition of the Partnership Interest), regardless of such destruction, damage or condemnation as described above. The Contributor shall not have any obligation to repair or replace any such damage, destruction or taken property. Unless the Operating Partnership elects to exclude the Property or Properties that are destroyed, damaged or condemned as described herein (in which case this sentence shall not apply), at the Closing (i) the Contributor shall pay or cause to be paid to the Operating Partnership any sums collected (directly or indirectly) by the Contributor, if any, under any policies of insurance, if any, or award proceeds relating to such casualty or condemnation, if any, and otherwise assign to the Operating Partnership all rights (directly or indirectly) of the Contributor to collect such sums as may then be uncollected (except to the extent required for collection costs or repairs by the Contributor prior to the Closing Date, and provided that the Contributor shall retain any “material portion” of a Property shall be (i) damaged or destroyed by fire insurance proceeds attributable to lost rents or other casualty or items applicable to any period prior to the Determination Date, and all rights thereto); and (ii) taken as a result the Contributor’s Total Consideration shall be reduced by the amount of any condemnation or eminent domain proceeding, deductibles under the Sellers shall promptly notify the Buyer in writingapplicable insurance policies. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for As used in this Agreement) as required by the terms hereof without regard to the occurrence Article 7, “materially” destroyed, damaged or effect of any such casualty or condemnation. (b) With respect taken refers to any casualty loss or condemnation affecting a “material portion” of damage or any loss due to condemnation, in either case, to a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of or any portion thereof if (x) the net proceedscost of repairing or restoring the premises in question to substantially the same condition which existed prior to the event of damage would be, if any, received in the opinion of an architect or other qualified expert selected by the Sellers from such casualty or condemnation Contributor and (y) reasonably approved by the applicable deductible, if any, with respect to such casualtyOperating Partnership, or (B) Sellers will, at the Closing, assign to the Buyer all rights amount of the Sellersproposed condemnation award, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty greater than ten percent (5010%) of the Allocated Asset Value Total Consideration for such Property, (y) such loss or damage would entitle tenants occupying more than ten percent (10%) of the total rentable square footage at such Property or (ii) $10,000,000Property, in the aggregate, to terminate their Leases.

Risk of Loss. (a) From the date hereof through the Closing Date, all risk of loss or damage to the property included in the Purchased Assets shall be borne by Sellers, other than loss or damage caused by the acts or negligence of Buyer or any Buyer Representative, which loss or damage shall be the responsibility of Buyer. (b) If, on or before the Closing Date, all or any “material portion” portion of the Purchased Assets is (i) taken by eminent domain or is the subject of a Property shall be pending or (ito the Knowledge of Sellers) contemplated taking which has not been consummated, or (ii) damaged or destroyed by fire or other casualty casualty, Sellers shall notify Buyer promptly in writing of such fact, and (x) in the case of a condemnation, Sellers shall assign or pay, as the case may be, any proceeds thereof to Buyer at the Closing and (iiy) taken as in the case of a result casualty, Sellers shall either restore the damage or assign the insurance proceeds therefor (and pay the amount of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value deductible and/or self-insured amount in respect of such Properties (after taking into account casualty) to Buyer at the adjustments for net prorations and other adjustments provided for in this Agreement) as required by Closing. Notwithstanding the terms hereof without regard to the occurrence or effect of any above, if such casualty or condemnation. loss results in a Material Adverse Effect, Buyer and Sellers shall negotiate to settle the loss resulting from such taking (b) With respect to any casualty or condemnation affecting a “material portion” and such negotiation shall include, without limitation, the negotiation of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal fair and equitable adjustment to the sum Purchase Price). If no such settlement is reached within sixty (60) days after Sellers have notified Buyer of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) loss, then Buyer or Sellers may terminate this Agreement pursuant to Section 9.1(i). In the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights event of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of which Sellers elect to restore, Sellers will have the right to postpone the Closing Date, for up to four (A4) months. Buyer will have the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal right to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation inspect and (y) the applicable deductible, if any, with respect to such casualtyobserve, or (B) Sellers willhave its representatives inspect or observe, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance repairs necessitated by any such damage or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationdestruction. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) The risk of loss relating to Owner’s Property Interest and the underlying Property prior to the Closing shall be borne by Owner. If, on prior to the Closing, (a) the Property is materially or before the Closing Date, any “material portion” of a Property shall be (i) totally destroyed or damaged or destroyed by fire or other casualty or (iib) the Property is materially or totally taken as a result of any condemnation or by eminent domain proceedingor through condemnation proceedings, then the Sellers shall promptly notify the Buyer Operating Partnership may, at its option (such election to be made as soon as reasonably practicable following such occurrence and in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard any event prior to the occurrence Closing), determine not to acquire the leasehold estate under the Operating Lease. Owner shall not have any obligation to repair or effect of replace any such casualty damage, destruction or condemnation. (b) With respect taken property. Unless the Operating Partnership elects not to any casualty or condemnation affecting a “material portion” of a Property after acquire the date of this Agreement, (A) leasehold estate under the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers willOperating Lease, at the Closing, assign Owner shall pay or cause to be paid to the Buyer all rights of the SellersOperating Partnership any sums collected (directly or indirectly) by Owner, if any, to the under any policies of insurance or condemnation award proceeds and relating to all other rights or claims arising out of or in connection with such casualty or condemnation. , if any, and otherwise assign to the Operating Partnership all rights (cdirectly or indirectly) If, on of Owner to collect such sums as may then be uncollected except to the extent required for collection costs or before repairs by Owner prior to the Closing Date, and provided that Owner shall retain any portion of a Property that is not a insurance proceeds attributable to lost rents or other items applicable to any period prior to the Determination Date, and all rights thereto. As used in this Section 6, “material portionmaterially” of such Property shall be (i) destroyed, damaged or destroyed by fire taken refers to any casualty loss or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Dateany loss due to condemnation, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if anyin either case, to the insurance Property or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion thereof if (a) the cost of repairing or restoring the premises in question to substantially the same condition which materially existed prior to the event of damage would be, in the opinion of an architect or other qualified expert selected by Owner and adversely affects access to any Propertyreasonably approved by the Operating Partnership, otherwise materially and adversely impacts or the operation amount of the Propertyproposed condemnation award is, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty greater than ten percent (5010%) of the Allocated Asset Value Consideration for the Property, (b) such loss or damage would entitle tenants occupying more than ten percent (10%) of the total rentable square footage at the Property, in the aggregate, to terminate their Subleases or (c) such loss or damage otherwise materially impairs the current use or square footage of such Property (including parking, if material to such use) or (ii) $10,000,000access thereto. This Section 6 is an express agreement to the contrary under Section 5-1311 of the New York General Obligation Law.

Risk of Loss. (a) IfLessee assumes and shall bear the entire risk of loss and damage, on whether or before not insured against, of the Closing DateEquipment from any and every cause whatsoever, and damage caused by the Equipment to the environment, any “material portion” person or property, as of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify date the Buyer in writing. The Buyer shall be bound Equipment is delivered to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnationLessee. (b) With respect In the event of loss or damage of any kind to any casualty Item, Lessee shall use all reasonable efforts to place the Item in good repair, condition and working order to the reasonable satisfaction of Lessor within sixty (60) days of such loss or condemnation affecting a “material portion” damage, unless the Lessor, in its sole discretion, determines in writing within twenty (20) days of a Property receiving notice from the Lessee of such damage that such Item has been irreparably damaged, in which case Lessee shall, within ten (10) days of the Lessor’s determination of irreparable loss, make its election to either pay Lessor the Stipulated Loss Value for the irreparably damaged Item or replace the irreparably damaged Item, all as provided in this Section. The Stipulated Loss Value will start at 110% of Lessor’s original equipment cost and decline by 1.25% per month during the Base Term and will not decline any further after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights expiration of the SellersBase Term. To the extent that the Item is damaged but not irreparably damaged and if Lessee is entitled, if any, pursuant to the insurance coverage, to obtain proceeds from such insurance for the repair of the Item, Lessee (provided no Event of Default has occurred under the Lease) may arrange for the disbursement of such proceeds to the manufacturer or condemnation proceeds and other entity approved by Lessor to all other rights or claims arising out perform the repairs to pay the cost of or in connection with repair. However, Lessee’s obligation to timely repair the damaged Item is not contingent upon receipt of such casualty or condemnationinsurance proceeds. (c) IfIn the event that Lessee elects to pay Lessor the Stipulated Loss Value for the irreparably damaged Item, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property Lessee shall be (i) damaged or destroyed pay such amount (computed as of the first day of the month following the determination of the irreparable damage by fire or other casualty or the Lessor) to Lessor on the first day of the month following the election by Lessee as provided in (b) above, (ii) taken as a result pay all Base Monthly Rental for the Item up to the date that the Stipulated Loss Value is paid to Lessor; and (iii) arrange with the applicable insurance company (with the consent of any condemnation or eminent domain proceedingLessor) for the disposition of the irreparably damaged Item. If not all the Equipment is irreparably damaged, the Sellers Value for Calculation of Stipulated Loss Value (“Value”) as set forth on the Schedule for the irreparably damaged Item shall promptly notify be multiplied by the Buyer thereof in writing andapplicable Stipulated Loss Value percentage to compute the Stipulated Loss Value for such irreparably damaged Item, except with respect to damage or destruction that has been fully repaired and restored as the Base Monthly Rental for the undamaged Equipment remaining due (after payment of the Closing Date, (AStipulated Loss Value for the irreparably damaged Item) shall be that amount resulting from multiplying the Sellers will credit against the Cash Consideration Amount payable original Base Monthly Rental by the Buyer at ratio of the Closing an amount equal Value of the undamaged Equipment divided by the Value for all the Equipment prior to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationdamage. (d) If Lessee elects to replace the irreparably damaged Item, Lessee shall continue all payments under the Lease without interruption, as if no such damage, loss or destruction had occurred, and shall replace such irreparably damaged Item, paying all such costs, associated with the replacement, and Lessee shall be entitled to insurance proceeds up to the amount expended by Lessee in effecting the replacement. Lessee shall within twenty (20) days following the date of determination of irreparable damage by the Lessor, effect the replacement by replacing the irreparably damaged Item with a “Replacement Item” so that Lessor has good, marketable and unencumbered title to such Replacement Item. The Replacement Item shall have a fair market value equal to or greater than the Item replaced, and anticipated to have a fair market value at the expiration of the Base Term equal to the fair market value that the replaced Item would have had at the end of the Base Term, and be the same manufacture, model and type and of at least equal capacity to the Item for which the replacement is being made. Upon delivery, such Replacement Item shall become subject to all of the terms and conditions of the Lease and, for the avoidance of doubt, ownership of such Replacement Item shall immediately vest in Lessor free and clear of all claims, liens and encumbrances. Lessee shall execute all instruments or documents necessary to effect the foregoing. (e) For purposes of this Section 9.213, a the term “material portionfair market value” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation price of the PropertyEquipment delivered and installed at Lessee’s location that would be obtained in an arm’s-length transaction between an informed and willing buyer-lessee under no compulsion to buy or lease and an informed and willing seller-lessor under no compulsion to sell or lease. If Lessor and Lessee are unable to agree upon fair market value, or which such value shall be determined, at Lessee’s expense, in accordance with the cost foregoing definition, by three independent appraisers, one to repair or restore will be equal appointed by Lessee, one to or in excess of be appointed by Lessor and the lesser of (i) fifty percent (50%) of third to be appointed by the Allocated Asset Value of such Property or (ii) $10,000,000first two.

Risk of Loss. (a) IfLessee assumes and shall bear the entire risk of loss and damage, on whether or before not insured against, of the Closing Date, Equipment from any “material portion” and every cause whatsoever as of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify date the Buyer in writing. The Buyer shall be bound Equipment is delivered to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnationLessee. (b) With respect In the event of loss or damage of any kind to any casualty or condemnation affecting a “material portion” of a Property after Item, Lessee shall use all reasonable efforts to place the date of this AgreementItem in good repair, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal condition and working order to the sum reasonable satisfaction of Lessor within sixty (x60) days of such loss or damage, unless the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights manufacturer of the SellersEquipment determines that such Item has been irreparably damaged, in which case Lessee shall, within ten (10) days of the manufacturer's determination of irreparable loss, make its election to either pay Lessor the Stipulated Loss Value (as set forth in Attachment A to this Master Agreement) for the irreparably damaged Item or replace the irreparably damaged Item, all as provided in this Section. To the extent that the Item is damaged but not irreparably damaged and if anyLessee is entitled, pursuant to the insurance coverage, to obtain proceeds from such insurance for the repair of the Item, Lessee (provided no Event of Default has occurred under the Lease) may arrange for the disbursement of such proceeds to the manufacturer or condemnation proceeds and other entity approved by Lessor to all other rights or claims arising out perform the repairs to pay the cost of or in connection with repair. However, Lessee's obligation to timely repair the damaged Item is not contingent upon receipt of such casualty or condemnationinsurance proceeds. (c) IfIn the event that Lessee elects to pay Lessor the Stipulated Loss Value for the irreparably damaged Item, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property Lessee shall be (i) damaged or destroyed pay such amount (computed as of the first day of the month following the determination of the irreparable damage by fire or other casualty or the manufacturer) to Lessor on the first day of the month following the election by Lessee as provided in (b) above, (ii) taken as a result pay all Base Monthly Rental for the Item up to the date that the Stipulated Loss Value is paid to Lessor; and (iii) arrange with the applicable insurance company (with the consent of any condemnation or eminent domain proceedingLessor) for the disposition of the irreparably damaged Item. If not all the Equipment is irreparably damaged, the Sellers Value for Calculation of Stipulated Loss Value ("Value") as set forth on the Schedule for the irreparably damaged Item shall promptly notify be multiplied by the Buyer thereof applicable percentage set forth in writing andAttachment A to compute the Stipulated Loss Value for such irreparably damaged Item, except with respect to damage or destruction that has been fully repaired and restored as the Base Monthly Rental for the undamaged Equipment remaining due (after payment of the Closing Date, (AStipulated Loss Value for the irreparably damaged Item) shall be that amount resulting from multiplying the Sellers will credit against the Cash Consideration Amount payable original Base Monthly Rental by the Buyer at ratio of the Closing an amount equal Value of the undamaged Equipment divided by the Value for all the Equipment prior to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationdamage. (d) If Lessee elects to replace the irreparably damaged Item, Lessee shall continue all payments under the Lease without interruption, as if no such damage, loss or destruction had occurred, and shall replace such irreparably damaged Item, paying all such costs, associated with the replacement, and Lessee shall be entitled to insurance proceeds up to the amount expended by Lessee in effecting the replacement. Lessee shall within twenty (20) days following the date of determination of irreparable damage by the manufacturer, effect the replacement by replacing the irreparably damaged Item with a "Replacement Item" so that Lessor has good, marketable and unencumbered title to such Replacement Item. The Replacement Item shall have a fair market value equal to or greater than the Item replaced, and anticipated to have a fair market value at the expiration of the Base Term equal to the fair market value that the replaced Item would have had at the end of the Base Term, and be the same manufacture, model and type and of at least equal capacity to the Item for which the replacement is being made. Upon delivery, such Replacement Item shall become subject to all of the terms and conditions of the Lease. Lessee shall execute all instruments or documents necessary to effect the foregoing. (e) For purposes of this Section 9.2Lease, a “material portion” with respect to an individual Property the term "fair market value" shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation price of the PropertyEquipment delivered and installed at Lessee's location that would be obtained in an arm's-length transaction between an informed and willing buyer-lessee under no compulsion to buy or lease and an informed and willing seller-lessor under no compulsion to sell or lease. If Lessor and Lessee are unable to agree upon fair market value, or which such value shall be determined, at Lessee's expense, in accordance with the cost foregoing definition, by three independent appraisers, one to repair or restore will be equal appointed by Lessee, one to or in excess of be appointed by Lessor and the lesser of (i) fifty percent (50%) of third to be appointed by the Allocated Asset Value of such Property or (ii) $10,000,000first two.

Risk of Loss. (a) The risk of loss relating to the Contributor’s Property prior to Closing shall be borne by the Contributor. If, on prior to the Closing, the Property is partially or before the Closing Date, any “material portion” of a Property shall be (i) totally destroyed or damaged or destroyed by fire or other casualty, or is taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option (so long as the cost of repairing such destruction or damage is in the reasonable judgment of the Operating Partnership in excess of $15,000 (the “Maximum Per Property Total Consideration Adjustment”), determine not to acquire the Property if it has been partially or totally destroyed, damaged or taken (with an adjustment to the Contributor’s Total Consideration as indicated on Exhibit D). After the occurrence of any such casualty or (ii) taken as a result of any condemnation or eminent domain proceedingaffecting the Property, the Sellers shall promptly notify Operating Partnership may also, at its option within 30 days after the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect Operating Partnership is notified of any such casualty or condemnation. , elect to (a) acquire the Property and (b) With respect direct the Contributor to pay or cause to be paid to the Operating Partnership upon or following the Closing any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable sums collected by the Buyer at the Closing an amount equal to the sum of (x) the net proceedsContributor, if any, received by the Sellers from under any policies of insurance, if any, or award proceeds relating to such casualty or condemnation (to the extent that the Contributor has not applied such sums or proceeds to the restoration of the Property or otherwise to address the impacts of such casualty or condemnation) and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, otherwise assign to the Buyer Operating Partnership upon or following the Closing all rights of the SellersContributor to collect such sums as may then be uncollected, if any, and/or to the extent available to the Contributor, adjust or settle any insurance claim or condemnation proceeds proceeding, which the Contributor has not adjusted or settled prior to the Closing. Under such circumstances, the Contributor’s Total Consideration shall be reduced by the amount of (i) any deductibles under the applicable insurance policies or award with respect to the Property contributed at Closing and to all other rights or claims arising out of or in connection with such (ii) any uninsured casualty or condemnation. (c) If, loss with respect to the Property contributed at Closing. Insurance on or before the transferred Property shall be cancelled as of 12:01 a.m. EST after the Closing Date, any portion of a Property that is not a “material portion” of such Property and thereafter the Operating Partnership shall be (i) damaged or destroyed solely responsible for all risk of loss relating to the Property. In the event that this Agreement is terminated by fire or other casualty or (ii) taken the Operating Partnership as a result of any condemnation or eminent domain proceedingprovided above, the Sellers Xxxxxxx Money shall promptly notify be returned in full to the Buyer thereof in writing andOperating Partnership and neither party shall have any further duties or obligations to the other, except with respect to damage or destruction that has been fully repaired and restored as of for any obligations expressly surviving the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes termination of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000Agreement.

Risk of Loss. (a) If, on prior to Closing, the Property or before the Closing Date, any “material portion” of a Property part thereof shall be (i) damaged condemned or destroyed or materially damaged by fire or other casualty (that is, damage or destruction that NYSCRF reasonably estimates will cost in excess of [The confidential material contained herein has been omitted and has been separately filed with the Commission.] to repair or restore or that materially impedes access to the Property or any material part thereof), NYSCRF shall elect to do one of the following, which election shall be made not later than the later of (i) ten (10) days prior to Closing, or (ii) taken as a result ten (10) days following the date NYSCRF receives written notice of any the condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, damage: (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal terminate this Agreement as to the sum of (x) Contributed Entity that owns the net proceedsaffected Parcel only, whereupon the parties shall negotiate an equitable reduction in the Contribution Amount hereunder or, if any, received by the Sellers from parties do not reach agreement on such casualty or condemnation and a reduction within thirty (y30) the applicable deductible, if any, with respect to days after such casualty, NYSCRF shall be entitled to terminate this Agreement in its entirety; or (B) Sellers willconsummate the transaction contemplated by this Agreement without terminating this Agreement as to the affected Parcel notwithstanding such condemnation, destruction or material damage. If NYSCRF elects to consummate the transaction contemplated by this Agreement without terminating this Agreement as to the Contributed Entity that owns the affected Parcel, the Company shall be entitled to receive all of the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive all of the proceeds of insurance applicable thereto, and Liberty shall, at the ClosingClosing and thereafter, assign execute and deliver to the Buyer Company all rights required proofs of the Sellersloss, if anyassignments of claims and other similar items. If there is any other damage or destruction (that is, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that NYSCRF reasonably estimates will cost [The confidential material contained herein has been fully repaired omitted and restored as of has been separately filed with the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty Commission.] or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost less to repair or restore will restore, or that does not materially impede access to the Property or any material part thereof), Liberty shall either completely repair or cause to be equal repaired such damage prior to Closing in a manner reasonably satisfactory to NYSCRF or, at NYSCRF’s option, assign all insurance claims pertaining to such damage or in excess destruction to the Company by executing and delivering to the Company at Closing and thereafter all required proofs of loss, assignments of claims and other similar items. Notwithstanding anything herein, Liberty shall be entitled to receive and retain, and shall not be required to assign, any insurance proceeds for loss of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000rents to have been paid prior to Closing.

Risk of Loss. (a) From the date of this Agreement until the Closing, all risk of loss or damage to the property included in the Related Assets or owned by the Company or its Subsidiaries shall be borne by the Seller or the Company, respectively. (b) If, on or before the Closing DateClosing, all or any “material portion” portion of the Related Assets or assets owned by the Company or its Subsidiaries is taken by eminent domain or is the subject of a Property pending or (to the knowledge of the Seller) contemplated taking which has not been consummated, the Seller shall be notify the Buyer promptly in writing of such fact. If such taking would create a Material Adverse Effect, the Buyer and the Seller shall negotiate in good faith to settle the loss resulting from such taking (iincluding, without limitation, by making a fair and equitable adjustment to the Purchase Price) and, upon such settlement, consummate the transactions contemplated by this Agreement pursuant to the terms of this Agreement. If no such settlement is reached within sixty (60) days after the Seller has notified the Buyer of such taking, the Buyer or the Seller may terminate this Agreement pursuant to Section 10.1(f). (c) If, before the Closing, all or any material portion of the Related Assets or any material assets owned by the Company or its Subsidiaries is damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceedingcasualty, the Sellers Seller shall promptly notify the Buyer promptly in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect writing of such Properties fact. If such damage or destruction would create a Material Adverse Effect and the Seller has not notified the Buyer of its intention to cure such damage or destruction within fifteen (15) days after taking into account its occurrence, the adjustments for net prorations Buyer and other adjustments provided for the Seller shall negotiate in good faith to settle the loss resulting from such casualty (including, without limitation, by making a fair and equitable adjustment to the Purchase Price) and, upon such settlement, consummate the transactions contemplated by this Agreement) as required by Agreement pursuant to the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, . If no such settlement is reached within sixty (A60) days after the Sellers will credit against the Cash Consideration Amount payable by Seller has notified the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of or the Sellers, if any, Seller may terminate this Agreement pursuant to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationSection 10.1(f). (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. The risk of loss or damage to the Transferred Properties (which shall include those Transferred Properties for which Interests are being acquired) by fire, flood, casualty, condemnation or act of God (“Loss”) shall be borne by the parties as hereinafter provided in this Section 10.22. (a) If, on or If any Loss occurs before the Closing DateDate with respect to any one (1) Transferred Property, any “material portion” then the following shall apply: in the event of a Property shall be Loss (other than a Total Destruction as defined in the Master Lease), so long as (i) damaged SHC Group completely restores the Transferred Property or destroyed Seritage is fully compensated for the complete cost of restoration (as reasonably estimated by fire Seritage) from SHC’s own funds and/or the assignment of all net insurance proceeds at the Closing, and (ii) SHC Group covenants to comply or other casualty cause Tenant to comply with all terms and conditions of the Master Lease with respect to such Transferred Property (including completion of restoration thereof), Seritage shall proceed to purchase and accept the Transferred Property subject to any unrestored Loss without adjustment of the Purchase Price; (b) In the event of (i) a Total Destruction (which is not totally restored at the Closing (whether or not Seritage is not fully compensated by SHC Group and/or net insurance proceeds)) or (ii) taken as a result of any condemnation or eminent domain proceedingother Loss which is not fully restored at the Closing and for which Seritage is not fully compensated by SHC Group and/or net insurance proceeds, Seritage shall have the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound right to either (A) refuse to purchase the affected Properties for applicable Transferred Property and receive a reduction of the Allocated Asset Value Purchase Price in the amount of the allocated portion of the Purchase Price with respect of to such Properties Transferred Property set forth on Schedule B (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreementsuch event shall not receive any such compensation or reserve proceeds) as required by the terms hereof without regard or (B) proceed to purchase and take such Transferred Property subject to the occurrence unrestored or effect unreimbursed Loss and receive a reduction of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) Purchase Price in the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum value of (x) the entire Loss in excess of the compensation actually received from SHC Group and/or net insurance proceeds, if any, received by not to exceed the Sellers from such casualty or condemnation allocated portion of the Purchase Price set forth on Schedule B. (c) If there is a Loss with respect to a Transferred Property and (y) the applicable deductible, if any, Closing proceeds with respect to such casualtyTransferred Property are adjusted as provided above, the amount of any suspension or (B) Sellers will, at abatement in rents or other charges to which the Closing, assign tenant is entitled under any Leases or any Lands’ End Leases shall be credited to Seritage as an adjustment to the Buyer all rights allocated portion of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with Purchase price for such casualty or condemnationTransferred Property. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfIf prior to the Closing, on the Improvements, or before any part thereof, are materially damaged (as set forth in Section 16(d)), Purchaser shall have the right, exercisable by giving written notice to Seller within five (5) days after receiving written notice of such damage or destruction (and the Closing Date, any “material portion” of a Property shall be extended as necessary to allow Purchaser such five (5) day period), either (i) damaged to terminate this Agreement, in which case neither party shall have any further rights or destroyed by fire obligations hereunder (except as may be expressly provided to the contrary elsewhere in this Agreement), and any money (including, without limitation, the Deposit and all interest accrued thereon) or other casualty documents in escrow shall be returned to the party depositing the same, or (ii) taken as 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 of all of Seller’s right to any insurance proceeds, if any, payable by reason of such damage or destruction and a result credit at Closing for the amount of any condemnation or eminent domain proceeding, deductible portion not required to be paid by tenants under the Sellers shall promptly Leases. A failure by Purchaser to notify the Buyer Seller in writing. The Buyer writing within such five (5) day period shall be bound deemed an election to purchase the affected Properties for the Allocated Asset Value in respect of proceed under clause (ii) above. If Purchaser elects (or is deemed to elect) to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof proceeds without regard to the occurrence Purchaser’s prior written consent, which shall not be unreasonably withheld or effect of any such casualty or condemnationdelayed. (b) With respect If prior to the Closing, all or any casualty or condemnation affecting material portion (as set forth in Section 16(d)) of the Property is subject to a “material portion” taking by public authority, Purchaser shall have the right, exercisable by giving written notice to Seller within five (5) days after receiving written notice of a Property after such taking (and the date of Closing shall be extended as necessary to allow Purchaser such five (5) day period), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal except as may be expressly provided to the sum of contrary elsewhere in this Agreement), and any money (xincluding, without limitation, the Deposit and all interest accrued thereon) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign documents in escrow shall be returned to the Buyer all rights of party depositing the Sellerssame, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result to accept the Property in its then condition, without any abatement or reduction in the Purchase Price, and receive an assignment of all of Seller’s rights to any condemnation or eminent domain proceeding, the Sellers shall promptly award payable by reason of such taking. A failure by Purchaser to notify the Buyer thereof Seller in writing andwithin such five (5) day period shall be deemed an election to proceed under clause (ii) above. If Purchaser elects (or is deemed to elect) to proceed under clause (ii) above, except with respect to damage Seller shall not compromise, settle or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect adjust any claims to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or award without Purchaser’s prior written consent. As used in connection with such casualty or condemnation. (d) For purposes of this Section 9.216, a “material portiontaking” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation transfer of the PropertyProperty or any portion thereof to a governmental entity or other party with appropriate authority, or which the cost to repair or restore will be equal to or in excess by exercise of the lesser power of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000eminent domain.

Risk of Loss. (a) If, on Discovery assumes the risk of loss or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed damage by fire or other casualty to any Owned Real Property, any Leased Real Property or any Tangible Personal Property prior to the Closing. In the event that any Owned Real Property or Leased Real Property shall suffer any material fire, casualty or injury prior to the Closing, Discovery agrees to (i) repair the damage at its sole cost and expense before the date set for delivery of the instrument of transfer or assignment, as applicable, hereunder, or (ii) taken make an appropriate reduction in the Purchase Price based on a reasonable approximation of the cost of such repair as a result agreed by the Parties, or (iii) assign to FoundryCo the proceeds of any condemnation insurances covering such fire, casualty or eminent domain proceedinginjury, provided that any deficiency in such proceeds shall result in an appropriate reduction in the Sellers shall promptly notify Purchase Price based on a reasonable approximation of the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect cost of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) repair as required agreed by the terms hereof without regard Parties or, in the event the Parties cannot agree on the amount of such deficiency or reduction, an adjustment in the Purchase Price pursuant to Section 2.08. Notwithstanding the foregoing, no mitigation of any casualty loss to any Owned Real Property, any Leased Real Property or any Tangible Personal Property before delivery of the applicable instrument of transfer or assignment shall limit the ability of Pearl or Oyster to pursue any remedies under this Agreement to the occurrence extent that such casualty loss would cause Discovery to be in breach of any representation, warranty or effect of covenant under this Agreement or to the extent that any such casualty loss would otherwise cause the failure of any condition to the obligations of Pearl or condemnationOyster to consummate the transactions contemplated by this Agreement. (b) With respect The risk of loss or damage to the Owned Real Property or the Leased Real Property by condemnation prior to the Closing is assumed by Discovery. In the event any casualty or condemnation affecting a “material portion” of a Property after proceeding is commenced prior to the date of this AgreementClosing, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer Discovery shall assign to FoundryCo at the Closing an amount equal to the sum all of (x) the net proceedsDiscovery’s right, if any, received by the Sellers from such casualty or condemnation title and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds interest in and to all other rights or claims arising out awards made in respect of or such condemnation and shall pay over to FoundryCo all amounts theretofore received by Discovery in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. If any Parcel is damaged or 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 all or any Material Portion (aas defined hereinbelow) Ifof a Parcel is so damaged or destroyed, on then the Buyer shall have the right to terminate its right and obligation under this Agreement to purchase such Parcel only (and such Parcel shall then not be sold or before transferred to Buyer at the Closing Date, any “material portion” and the Purchase Price shall be appropriately adjusted to deduct therefrom the portion of the Purchase Price allocated to such Parcel pursuant to the Summary Sheet) by delivery of a Property written termination notice to Seller no later than ten (10) business days after the Buyer first discovers or learns about the damage or destruction. If Buyer elects not to terminate its right and obligation to purchase such Parcel under this Agreement, all proceeds from any insurance carried with respect to such damage or destruction shall be paid or assigned, as applicable, to Buyer at Closing, 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 cost to repair and/or restore the improvements on such Parcel which are damaged or destroyed exceeds twenty percent (20%) of the then fair market value of the Parcel (as reasonably determined by fire or other the insurer providing casualty insurance for the Parcel), or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of if such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired is not covered by Seller's casualty insurance and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair and/or restore the improvements on such Parcel which are damaged or restore will be equal to or in excess of the lesser of (i) fifty destroyed exceeds five percent (505%) of then fair market value of the Allocated Asset Value Parcel (as reasonably determined by the insurer providing casualty insurance for the Parcel). The provisions of such Property this SECTION 7.2 supersede the provisions of any applicable statutory or (ii) $10,000,000decisional law with respect to the subject matter of this SECTION 7.2.

Risk of Loss. The risk of loss, damage, or destruction to any of the Acquired Assets shall remain with the Seller until the Closing. In the event of any such material (ain excess of $25,000) Ifloss, on damage, or before destruction, the Closing DateSeller will promptly notify the Buyers of all particulars thereof, any “material portion” stating the cause thereof (if known) and the extent to which the cost of a Property shall be (i) restoration, replacement and repair of the Acquired Assets lost, damaged or destroyed by fire or other casualty or (ii) taken as a result of will be reimbursed under any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writinginsurance policy with respect thereto. The Buyer 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 FCC Licenses. The Closing Date shall be bound extended (with FCC consent, if necessary) for up to purchase the affected Properties for the Allocated Asset Value in respect sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of the Seller's notice to the Buyers and the Buyers determine that the Seller's failure to repair or replace would have a material adverse effect on the operation of the Station: i. the Buyers may elect to terminate this Agreement; or ii. the Buyers may postpone the Closing Date until such time as the property has been substantially repaired, replaced or restored, unless the same cannot be reasonably effected within ninety (A90) days of the Sellers will credit against date of the Cash Consideration Amount payable Seller's notice to the Buyers, in which case either party may terminate this Agreement; or iii. the Buyers may choose to accept the Acquired Asset in their "then" condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(m), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. The risk of loss, damage, or destruction to any of the Acquired Assets shall remain with the Seller until the Closing. In the event of any such loss, damage, or destruction the Seller will promptly notify the Buyers of all particulars thereof, stating the cause thereof (aif known) Ifand the extent to which the cost of restoration, on or before replacement and repair of the Closing DateAcquired Assets lost, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of will be reimbursed under any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writinginsurance policy with respect thereto. The Buyer 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 FCC Licenses. The Closing Date shall be bound extended (with FCC consent, if necessary) for up to purchase the affected Properties for the Allocated Asset Value in respect sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of the Seller's notice to the Buyers and the Buyers determine that the Seller's failure to repair or replace would have a material adverse effect on the operation of the Station: i. the Buyers may elect to terminate this Agreement; or ii. the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to an extent reasonably satisfactory to the Buyers, unless the same cannot be reasonably effected within ninety (A90) days of the Sellers will credit against date of the Cash Consideration Amount payable Seller's notice to the Buyers, in which case either party may terminate this Agreement; or iii. the Buyers may choose to accept the Acquired Asset in their "then" condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(p), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. The risk of loss, damage, or destruction to any of the Acquired Assets shall remain with the Seller until the Closing. In the event of any such loss, damage, or destruction the Seller will promptly notify the Buyers of all particulars thereof, stating the cause thereof (aif known) Ifand the extent to which the cost of restoration, on replacement and repair of the Acquired Assets lost, damaged or before destroyed will be 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 FCC Licenses. The Closing Date, any “material portion” of a Property Date shall be extended (with FCC consent, if necessary) for up to sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of the date of the Seller's notice to the Buyers and the Buyers determine that the Seller's failure to repair or replace would have a material adverse effect on the operation of the Stations: (i) damaged or destroyed by fire or other casualty or the Buyers may elect to terminate this Agreement; or (ii) taken the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound manner and to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard an extent reasonably satisfactory to the occurrence or effect Buyers, unless the same cannot be reasonably effected within ninety (90) days of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of the Seller's notice to the Buyers, in which case either party may terminate this Agreement, ; or (Aiii) the Sellers will credit against Buyers may choose to accept the Cash Consideration Amount payable Acquired Asset in their "then" condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this SECTION 4(P), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) From the date hereof through the Closing Date, all risk of loss or damage to the assets included in the Assets shall be borne by Seller, other than loss or damage caused by the acts or negligence of Buyer or any Buyer Representative, which loss or damage shall be the responsibility of Buyer. (b) If, on or before the Closing Date, all or any “material portion” portion of the Assets are taken by eminent domain, municipalization or condemnation or are the subject of a Property pending taking which has not been consummated, (such event being called, in either case, a "Taking"), then Seller shall be notify Buyer promptly in writing of such Taking. (i) damaged or destroyed by fire or other casualty or If such Taking relates to Assets of Seller having an aggregate net book value in excess of $50,000,000, then such Taking shall be a "Material Taking." Upon a Material Taking, Seller and Buyer shall negotiate to settle the loss, if any, resulting from such Material Taking (and such negotiation shall include, without limitation, the negotiation of a fair and equitable reduction in the Base Purchase Price to offset such loss, if any, based on consideration of all relevant circumstances). If Seller and Buyer shall fail to agree to settle the loss, if any, resulting from said Material Taking, said Material Taking shall be conclusively deemed to be an Asset Material Adverse Effect. Any Taking relating to any Assets of Seller's Santa Cruz division shall not be deemed to be a Material Taking. (ii) taken If such Taking is not a Material Taking, then (A) Buyer may elect to, in the name of Seller, negotiate for, claim, contest and receive the portion of the award properly allocable to those Assets that are the subject of the Taking, (B) to the extent the Taking shall have been consummated prior to the Closing, Seller shall be relieved of its obligation to convey to Buyer those Assets that were the subject of the Taking, (C) at the Closing, Seller will assign to Buyer all of its rights to damages payable as a result of the Taking, and will pay to Buyer all damages previously paid to it in connection with the Taking, in each case to the extent properly allocable to those Assets that are the subject of the Taking, and (D) following the Closing, Seller will give to Buyer any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect further assurances of such Properties (after taking into account the adjustments for net prorations rights and other adjustments provided for in this Agreement) as required by the terms hereof without regard assignment with respect to the occurrence or effect of any such casualty or condemnationTaking as Buyer reasonably may request from time to time. (bi) With respect to If any casualty loss or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal damage to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or Assets shall occur before the Closing Date, any portion of a Property that then the Base Purchase Price shall be reduced, to the extent such loss or damage is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect remedied prior to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount mutually acceptable to the Parties, which amount shall be equal to the sum estimated out-of-pocket costs and expenses which Buyer reasonably can be expected to incur to repair or replace, in accordance with Good Utility Practices, such lost or damaged Assets after Closing. If the actual out-of-pocket costs and expenses which Buyer reasonably incurred to repair or replace, in accordance with Good Utility Practices, such lost or damaged Assets exceeds such estimated amount, Seller shall reimburse Buyer for such excess costs. If the Parties do not agree to an adjustment to the Base Purchase Price in respect of the casualty loss, then the Closing shall be postponed for such period of time (xnot to exceed six (6) months), and Seller shall repair or replace the net proceedslost or damaged Assets in accordance with Good Utility Practices and Buyer or its Representatives will have the right to inspect and observe and approve, if any, received all repairs or replacements made by the Sellers from Seller to remedy such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationloss. (dii) For purposes of this Notwithstanding anything to the contrary in Section 9.26.13(c)(i) above, a “material portion” with respect if Seller shall have failed to an individual Property shall mean remedy, cure or otherwise reverse by the Closing Date any portion which materially casualty loss or damage to the Assets such that the estimated out-of-pocket costs and adversely affects access expenses that Buyer reasonably can be expected to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost incur to repair or restore will replace such lost or damaged Assets exceeds $25,000,000, such loss or damage shall be equal conclusively deemed to or in excess of the lesser of (i) fifty percent (50%) of the Allocated be an Asset Value of such Property or (ii) $10,000,000Material Adverse Effect.

Risk of Loss. (a) From the date hereof through the Closing, all risk of loss or damage to the assets and properties included in the Transmission Assets shall be borne by Seller. (b) If, before the Closing, all or any portion of the combined Transmission Assets and “Purchased Assets” under and as such term is defined in the Facility Purchase Agreement is damaged or destroyed (the “Damaged Portion”) (whether by fire, theft, vandalism or other casualty) in whole or in part, Seller shall notify Purchaser and Facility Purchaser promptly in writing of such fact, and: (i) For the purposes of this Section 6.7, the estimated costs of any repair or restoration of any Damaged Portion (the “Estimated Cost”) and the amount of time required for such repair or restoration shall be determined by a qualified professional consultant selected by Seller but reasonably acceptable to Facility Purchaser and, if the Damaged Portion includes the Transmission Assets, the Purchaser, and each making such determination shall timely agree upon and jointly engage such consultant with the costs thereof being borne equally by those making the engagement. (ii) If the Damaged Portion could reasonably be expected to be fully repaired or restored, in accordance with Good Utility Practices, for an Estimated Cost not exceeding $5,000,000, then Seller shall bear the costs of and responsibility for fully repairing or restoring the Damaged Portion and shall promptly commence, diligently pursue and complete such repair or restoration as soon as reasonably practicable, subject to paragraph (c) below. (iii) If the Damaged Portion could reasonably be expected to be fully repaired or restored, in accordance with Good Utility Practices, for an Estimated Cost equal to or greater than $5,000,000, but less than $25,000,000, then either (x) within thirty (30) days of the damage or destruction, Facility Purchaser may by written notice to Seller and Purchaser terminate the Facility Purchase Agreement (with the resulting termination of this Agreement under Section 10.1(e) hereof) without either Party receiving damages with respect to such termination under this paragraph (but the right to terminate under this paragraph shall not limit either Party’s rights to terminate under other provisions of this Agreement) or (y) if Facility Purchaser does not terminate within such period then Seller shall bear the costs of and responsibility for fully repairing or restoring the Damaged Portion and shall promptly commence, diligently pursue and complete such repair or restoration as soon as reasonably practicable, subject to paragraph (c) below. (iv) If the Damaged Portion could reasonably be expected to be fully repaired or restored, in accordance with Good Utility Practices, for an Estimated Cost equal to or greater than $25,000,000, then within sixty (60) days of the damage or destruction, either Seller or Facility Purchaser may by written notice to the other and Purchaser terminate the Facility Purchase Agreement (with the resulting termination of this Agreement under Section 10.1(e) hereof). If neither Seller nor Facility Purchaser terminates within such period then Seller shall bear the costs of and responsibility for fully repairing or restoring the Damaged Portion and shall promptly commence, diligently pursue and complete such repair or restoration as soon as reasonably practical, subject to paragraph (c) below. (c) In the event Seller is responsible for repairing or restoring in accordance with any of the foregoing, then before commencing such repairs or restoration the following shall be determined: (i) if such repairs or restoration could reasonably be expected to be fully completed, in accordance with Good Utility Practices, on or before the earlier of the Expiration Date or twelve (12) months after the date of the damage or destruction (for the purposes of this Section 6.7, the earlier of such dates being the “Limit Date”), then such repairs or restoration shall be completed on or before the Limit Date and the Closing shall be delayed for such reasonable time as is necessary to accomplish the same, but in no event later than the Limit Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation if such repairs or eminent domain proceedingrestoration could not reasonably be expected to be fully completed, in accordance with Good Utility Practices, on or before the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this AgreementLimit Date, then at Facility Purchaser’s election (A) Purchaser, Facility Purchaser and Seller shall agree to extend the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal Limit Date to the sum extent necessary to complete such repairs or restoration (for the purposes of this Section 6.7, the “Extended Limit Date”), including to the extent necessary by extension of the Expiration Date and the “Expiration Date” under the Facility Purchase Agreement (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to Facility Purchaser and Seller, to the extent that the Expiration Date is extended, the extension of the expiration date under the Tolling Agreement), in which case the agreed upon extensions shall become effective and such casualtyrepairs shall be completed on or before the Extended Limit Date and the Closing shall be delayed for such reasonable time as is necessary to accomplish the same, but in no event later than the Extended Limit Date, or (B) Sellers will, at the Closing, assign subject to the Buyer all rights approval of Purchaser if the SellersDamaged Portion includes the Transmission Assets, if anyPurchaser and Facility Purchaser shall, to the insurance extent the Transmission Assets or condemnation proceeds Facility Assets, respectively, are affected, severally accept responsibility for such repairs or restoration, the Purchase Price and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) Ifthe “Purchase Price” under the Facility Purchase Agreement, on or before respectively, shall be proportionately reduced by the Closing Date, any portion of a Property that is not a “material portion” Estimated Cost of such Property repairs or restoration to the respective affected assets, Purchaser and Facility Purchaser shall be (i) damaged or destroyed waive conditions precedent regarding the completion of repairs and restoration by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing Seller and, except with respect if Facility Purchaser so requests, Seller shall allow Purchaser and Facility Purchaser to damage begin such repairs or destruction restoration prior to Closing subject to appropriate indemnification. In the event that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or clause (B) Sellers willabove applies and the actual cost of such repairs or restoration is less than or is more than the Estimated Cost, at Seller and Purchaser agree that neither party shall have the Closingright to make a claim against the other party for such differential, assign to the Buyer all rights of the Sellers, if any, to the insurance it being understood that a claim for such differential shall not constitute a Purchaser Claim or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationa Seller Claim hereunder. (d) For purposes of this Section 9.2, a “material portion” In the event Seller is responsible for repairing or restoring in accordance with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Propertyforegoing, Purchaser shall receive a day for day extension for the dates on which there would otherwise be an increase in the Initial Purchase Price equal to the number of days from the date of the damage or which destruction until the cost to date the repair or restore will be equal restoration is complete less the number of days during such period where the conditions set forth in Section 8.3(a) and (b) have not been fulfilled or waived. In addition, Seller shall use Commercially Reasonable Efforts to or in excess of the lesser of (i) fifty percent (50%) of cooperate with Facility Purchaser and to the Allocated Asset Value of such Property or extent the Damaged Portion includes Transmission Assets, Purchaser, (ii) include Facility Purchaser and to the extent the Damaged Portion includes Transmission Assets, Purchaser in meetings and communications relating to such repair or restoration in order to enable Purchaser to evaluate the quality and sufficiency thereof, and (iii) complete such full repair or restoration on or before the Limit Date. If the Estimated Cost of such repair or restoration of the Damaged Portion exceeds $10,000,0001,500,000, Seller will not grant its final acceptance of any such repair or restoration without Facility Purchaser’s prior written consent and, to the extent the Damaged Portion includes Transmission Assets, Purchaser’s prior written consent, in each case not to be unreasonably withheld or delayed.

Risk of Loss. (a) If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer a. Purchaser shall be bound to purchase the affected Properties Property for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) full Purchase Price as required by the terms hereof hereof, without regard to the occurrence or effect of any such casualty damage to the Property or condemnation. (b) With respect to destruction of any casualty improvements thereon or condemnation affecting of any portion of the Property, provided that (i) the cost to repair any such damage or destruction to a “material portion” Constituent Parcel, or the diminution in the value of the remaining Property as a result of a partial condemnation, does not exceed $250,000 (and the cost to repair all such damage or destruction to, or the diminution in value of, the Property after and the date of this Agreement"Property" described and defined in the Other Agreements, in the aggregate, does not exceed $1,000,000), and (Aii) upon the Sellers will Closing, there shall be a credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount Purchase Price due hereunder equal to the sum amount of (x) the net proceeds, if any, received by the Sellers from such casualty any insurance proceeds or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed awards collected by fire or other casualty or (ii) taken Seller as a result of any condemnation such damage or eminent domain proceedingdestruction or condemnation, less any sums reasonably expended by Seller toward the Sellers shall promptly notify restoration or repair of the Buyer thereof in writing affected Property, and, except if the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Purchaser. b. If the amount of the damage or destruction or condemnation as specified in Paragraph 12(a) above exceeds $250,000 with respect to any Constituent Parcel, then Purchaser may, at its option to be exercised within twenty (20) days of Seller's written notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement in its entirety or solely with respect to such Constituent Parcel or consummate the purchase for the full Purchase Price as required by the terms hereof. Similarly, if the amount of the damage or destruction or condemnation as specified in Paragraph 12(a) above exceeds $1,000,000 with respect to the Property and the "Property" described and defined in the Other Agreements, in the aggregate, then Purchaser may, at its option to be exercised within twenty (20) days of Seller's written notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement in its entirety or consummate the purchase for the full Purchase Price as required by the terms hereof. If Purchaser elects to terminate this Agreement in its entirety or fails to give Seller written notice within such 20-day period that has Purchaser will proceed with the purchase, then the Deposit shall be immediately returned to Purchaser and neither party shall have any further rights or obligations hereunder, except to the extent expressly otherwise set forth herein. If Purchaser elects to terminate this Agreement solely with respect to such affected Constituent Parcel, the provisions of Paragraph 11(b) above shall control. If Purchaser elects to proceed with the purchase as to the entire Property, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, less any sums reasonably expended by Seller toward the restoration or repair of the affected Property, and, if the proceeds or awards have not been fully repaired and restored collected as of the Closing DateClosing, then such proceeds or awards shall be assigned to Purchaser. c. In the event that Purchaser is required to or elects to purchase the entire Property following any damage or destruction or condemnation of the Property pursuant to Paragraph 12(a) or (Ab) the Sellers will above, Seller shall also provide Purchaser with a credit against the Cash Consideration Amount payable by the Buyer at the Closing Purchase Price in an amount equal to the sum of (xany deductible or uninsured amount; provided, however, in no event shall Seller be required to provide Purchaser with a credit pursuant to this Paragraph 12(c) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, in an amount that exceeds $250,000 with respect to such casualty, any Constituent Parcel or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” that exceeds $1,000,000 with respect to an individual the Property and the "Property" described and defined in the Other Agreements, in the aggregate. If it is determined that the deductible or uninsured amount is greater than $250,000 (or $1,000,000, as applicable), Seller shall mean any portion which materially and adversely affects access notify Purchaser in writing as soon as reasonably possible following such determination whether or nor Seller is willing to any Property, otherwise materially and adversely impacts provide Purchaser with a credit against the operation of Purchase Price in the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value full amount of such Property deductible or uninsured amount. In the event that Seller is unwilling to provide Purchaser with a credit in such full amount, Purchaser shall have the right to terminate this Agreement by delivering written notice to Seller within twenty (ii20) $10,000,000days after Purchaser's receipt of such notice from Seller. If Purchaser elects to terminate this Agreement or fails to give Seller written notice within such twenty (20) day period that Purchaser will proceed with the purchase, the Deposit shall be immediately returned to Purchaser and neither party shall have any further obligations hereunder, except to the extent expressly otherwise set forth herein.

Risk of Loss. In the event any Casualty Loss shall occur, on the next Rent payment date Lessee shall, at its option (a) Ifpay Lessor the Stipulated Loss Value of the Equipment suffering the Casualty Loss, on or before (b) substitute and replace each item of Equipment suffering the Closing DateCasualty Loss with an item of Substitute Equipment. If Lessee shall elect to pay the Stipulated Loss Value of the Equipment suffering a Casualty Loss, any “material portion” upon Lessor's receipt in full of a Property such payment the applicable Lease shall terminate as it relates to such Equipment and, except as provided in Section 27, Lessee shall be relieved of all obligations under the applicable Lease as it relates to such Equipment. If Lessee shall elect to replace Equipment suffering a Casualty Loss with items of Substitute Equipment (i) damaged or destroyed by fire or other casualty or the applicable Lease shall continue in full force and effect without any abatement of Rent with such Substitute Equipment thereafter being deemed to be Equipment leased thereunder, and (ii) taken Lessee shall deliver to Lessor a bill xx sale or other documentation, in either case in form and substance satisfactory to Lessor, in which Lessee shall represent and warrant that it has transferred to Lessor good and marketable title to all Substitute Equipment, free and clear of all liens, encumbrances and claims of others. Upon Lessor's receipt of such payment of Stipulated Loss Value in full, or such bill xx sale or other documentation, as a result the case may be, Lessor shall transfer to Lessee all of Lessor's interest in the Equipment suffering the Casualty Loss "AS IS, WHERE IS," without any warranty, express or implied, from Lessor, other than the absence of any condemnation liens or eminent domain proceedingclaims by or through Lessor. In the event of any repairable damage to any Equipment, the Sellers Lease shall continue with respect to such Equipment without any abatement of Rent and Lessee shall at its expense promptly notify the Buyer in writing. The Buyer shall cause such Equipment to be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard repaired to the occurrence or effect condition it is required to be maintained in pursuant to Section 10. Lessee shall notify Lessor of any such casualty Casualty Loss or condemnation. (b) With respect repairable damage to any casualty or condemnation affecting a “material portion” of a Property Equipment as soon as reasonably practicable after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from any such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationoccurrence. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. If between the Effective Date and the Closing (a) Ifthe Improvements are materially damaged or (b) the Property or any material portion thereof is taken or threatened by eminent domain, on or before Seller shall promptly, and in any event prior to the Closing, notify Buyer of same. Buyer may elect, by written notice delivered to Seller within fifteen (15) days after receipt of such notice to terminate this Agreement without further liability to Buyer in which event the Deposit and any interest thereon shall be returned to Buyer and neither Party shall have any further obligation to the other hereunder except as otherwise provided in this Agreement. In the event that the Closing Date, any Date is less than fifteen (15) days after receipt of such notice regarding material damage or threatened eminent domain the Closing Date shall be extended as necessary to permit Buyer the full fifteen (15) days to determine whether or not it will terminate this Agreement. As used herein “material damage” or “material portion” of means damage or a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken taking, as a result of any condemnation or eminent domain proceedingapplicable, the Sellers shall promptly notify the costs of which is Two Hundred Fifty Thousand Dollars ($250,000) or more for repair. If Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreementdoes not so terminate, (Ac) in the Sellers will credit against the Cash Consideration Amount payable by the case of material damage, Seller shall assign to Buyer at the Closing an its right to recover under any insurance policies covering such damage and shall pay to Buyer (or credit against the Purchase Price) at the Closing the amount equal to of the sum of (x) the net proceedsdeductible or other self-insured retention, if any, received by and the Sellers from such casualty or condemnation and (y) the applicable deductibleamount, if any, with respect to such of the uninsured portion of the casualty, or and (Bb) Sellers willin the case of an actual taking of a material portion of the Property, Seller shall assign to Buyer at the ClosingClosing Seller’s entire right, title and interest in the proceeds thereof. If between the date hereof and the Closing Date the Improvements suffer damage, other than reasonable wear and tear, which is not material, Buyer shall continue to be required to purchase the Property hereunder without offset against the Purchase Price, however, Seller shall assign to Buyer at Closing Seller’s right to collect any and all insurance proceeds available for the repair of such damage, and Seller shall pay to Buyer all rights (or credit against the Purchase Price) the amount of any deductible or other self-insured retention and the Sellersamount, if any, to of the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any uninsured portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. If any material portion of the Property is damaged or destroyed prior to Closing, as determined by Seller in its sole discretion, Seller shall give Buyer(s) written notice thereof. Buyer(s) shall have the option, exercisable within two (2) days after receipt of such written notice, to either (a) Ifterminate this Agreement by providing written notice of such termination to Seller, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (iib) taken consummate this Agreement in accordance with its terms. In any event, Seller shall not be deemed in default under this Agreement as a result of any condemnation such damage or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writingdestruction. The Buyer Buyer(s) shall be bound deemed to purchase 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 affected Properties for the Allocated Asset Value in respect 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 Properties (after taking into account the adjustments for net prorations written notice, Seller delivers to Buyer(s) Seller’s written agreement to repair at its sole cost and expense all such material damage. In such event, notwithstanding any other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date provision of this Agreement, the Closing Date shall be deemed automatically extended to the fifth (A5th) 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 Sellers will Property. Buyer(s) shall have no right to terminate this Agreement (or any right to a reduction in or credit against the Cash Consideration Amount payable by Purchase Price) if a non-material portion of the Buyer at the Closing an amount equal Property is damaged or destroyed prior to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, even if any, to the no insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of funds are available to repair any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect damages to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost and Seller shall not be obligated to repair or restore will be equal any such non-material damage, the parties hereto agreeing that the risk of loss related to or in excess of non-material damage to the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (iiany improvements thereon shall be deemed to have passed to Buyer(s) $10,000,000on the date Buyer(s) executes this Agreement.

Risk of Loss. (a) i. If, on or before the Closing Date, any of the Properties or any “material portion” of a Property thereof shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding or subject to any condemnation or eminent domain proceeding, the Sellers Seller shall promptly notify the Buyer, and the Buyer may either at or prior to the Closing, in writing. The its sole discretion: (A) terminate this Agreement, solely with respect to the damaged Property, in which case (x) all references to such Property shall be removed from this Agreement, and Buyer shall be bound entitled to purchase the affected Properties for a return of the Allocated Asset Value in respect Xxxxxxx Money of such Properties Property, and (after taking into account y) this Agreement shall continue in full force and effect with respect to all of the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.Properties; or (bB) With respect to any casualty or condemnation affecting a “material portion” of a Property after consummate the date of this AgreementClosing, (A) in which event the Sellers Seller will credit against the Cash Consideration Amount Purchase Price payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers Seller from such casualty or condemnation condemnation, inclusive of the proceeds of any rent loss or business interruption insurance for period following the Closing Date, and (y) the applicable deductible, if any, with respect to such casualty. If as of the applicable Closing Date, the Seller has not received any such insurance or condemnation proceeds, then the parties shall nevertheless consummate on the Closing Date the conveyance of the Assets (Bwithout any deduction for such insurance or condemnation proceeds) Sellers will, and the Seller will at the Closing, Closing assign to the Buyer all rights of the SellersSeller, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) If, on or before From the date hereof through the Exchange Closing Date, all risk of loss or damage to the assets included in the Exchange Assets shall be borne by the Conveying Party, other than loss or damage caused by the acts or negligence of the Acquiring Party, which loss or damage shall be the responsibility of the Acquiring Party. (b) If, before the Exchange Closing Date, all or any “material portion” portion of the Exchange Assets are (i) taken by eminent domain or are the subject of a Property shall be pending or (ito the Knowledge of the Conveying Party with respect such Exchange Assets) contemplated taking which has not been consummated or (ii) damaged or destroyed by fire or other casualty casualty, such Conveying Party shall (x) notify the Acquiring Party (or, if the Acquiring Party is the Winning Bidder, DLC) promptly in writing of such fact, (y) assign or pay, as the case may be, any proceeds thereof to the Acquiring Party (iior, if the Acquiring Party is the Winning Bidder, DLC) taken as a result at the Exchange Closing, and (z) either restore the damage or assign the insurance proceeds therefor (and pay the amount of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value deductible and/or self-insured amount in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreementcasualty) as required by the terms hereof without regard to the occurrence or effect of any Acquiring Party (or, if the Acquiring Party is the Winning Bidder, DLC) at the Exchange Closing. Notwithstanding the above, if such taking, casualty or condemnation. (b) With respect to any casualty loss results, or condemnation affecting would result, in a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal Material Adverse Effect to the sum of Conveying Party (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to the Exchange Assets being conveyed by the Conveying Party), the Parties shall, unless the procedures contained in Section 11.1(h) shall have been elected, negotiate to settle the loss resulting from such casualtytaking, casualty or loss (B) Sellers willand such negotiation shall include, at without limitation, the Closing, assign negotiation of a fair and equitable payment to the Buyer all rights of the SellersAcquiring Party (or, if anythe Acquiring Party is the Winning Bidder, DLC) to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with offset such taking, casualty or condemnation. loss). If no such settlement is reached within sixty (c60) Ifdays after the Conveying Party has notified the Acquiring Party (or, on or before if the Closing DateAcquiring Party is the Winning Bidder, any portion of a Property that is not a “material portion” DLC) of such Property shall be (i) damaged or destroyed by fire or other taking, casualty or loss, then the Acquiring Party (iior, if the Acquiring Party is the Winning Bidder, DLC) taken as a result may terminate this Agreement pursuant to Section 11.1(g). In the event of any condemnation damage or eminent domain proceedingdestruction which the Conveying Party elects to restore, the Sellers shall promptly notify Conveying Party will have the Buyer thereof in writing and, except right (with respect to the Exchange Assets being conveyed by the Conveying Party) to postpone the Exchange Closing for up to six (6) months, and the Acquiring Party (or, if the Acquiring Party is the Winning Bidder, DLC) will have the right to inspect and observe, or have its Representatives inspect or observe, all repairs necessitated by any such damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationdestruction. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. The risk of loss, damage, or destruction to any of the Acquired Assets shall remain with the Seller until the Closing. In the event of any such loss, damage, or destruction the Seller will promptly notify the Buyers of all particulars thereof, stating the cause thereof (if known) and the extent to which the cost of restoration, replacement and repair of the Acquired Assets lost, damaged or destroyed will be 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 FCC Licenses. The Closing Date shall be extended (with FCC consent, if necessary) for up to sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of the date of the Seller's notice to the Buyers, and the Buyers determine that the Seller's failure to repair or replace, alone or in the aggregate with any other then existing factors, would have a Material effect on the operation of the Stations: (a) If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound Buyers may elect to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in terminate this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.; or (b) With respect the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to any casualty or condemnation affecting a “material portion” an extent reasonably satisfactory to the Buyers, unless the same cannot be reasonably effected within ninety (90) days of a Property after the date of the Seller's notice to the Buyers, in which case either party may terminate this Agreement, ; or (Ac) the Sellers will credit against Buyers may choose to accept the Cash Consideration Amount payable Acquired Asset in their "then" condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(q), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) If, on or before 6.1 In the Closing Date, event any “material portion” portion of a the Property shall be (i) is damaged or and/or destroyed by fire or other casualty or during the Option Term, and the cost to repair and/or restore such damage and/or destruction (ii) taken as a result which cost, for purposes of any condemnation or eminent domain proceedingthis Article 6, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound deemed to purchase the affected Properties for the Allocated Asset Value in respect include reasonably anticipated post-Closing loss through to completion of such Properties repair and/or restoration) exceeds One Hundred Thousand Dollars ($100,000.00), then Optionee shall have the right to terminate this Agreement by written notice to Optionor within thirty (30) days after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to Optionor notifies Optionee of the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, which notice shall also include the cost of such repair and/or restoration. In the event Optionee terminated this Agreement pursuant to this Section 6.1, the Option Payment shall be returned to Optionee and neither Party shall have any further liability or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationobligation under this Agreement. (c) If, on or before 6.2 In the Closing Date, event any portion of a the Property that is not a “material portion” of such Property shall be (i) damaged or and/or destroyed by fire or other casualty or during the Option Term but this Agreement is not terminated pursuant to Section 6.1 above, and Optionee exercises its Option under this Agreement in accordance with Section 2.4 within thirty (ii30) taken days after Optionor notifies Optionee of such casualty, then the Closing shall occur as a result scheduled in the Purchase Agreement notwithstanding such damage; provided, however, that Optionor’s interest in all proceeds of any condemnation or eminent domain proceeding, the Sellers insurance payable by reason of such casualty shall promptly notify the Buyer thereof in writing and, except with respect be assigned to damage or destruction that has been fully repaired and restored Optionee as of the Closing Dateor credited against the Purchase Price if previously received by Optionor, and Optionee shall be entitled to payment (A) the Sellers will or credit against the Cash Consideration Amount payable Purchase Price) in the amount of such costs of repair and/or restoration not covered by such insurance (whether by reason of insurance deductible, uninsured casualty or otherwise). The Parties agree that if the Buyer at amount of such credit is not ascertainable based upon actual costs on or before the expiration of such thirty (30) period, a binding estimate of such amount shall be made by a licensed, reasonably experienced general contractor reasonably selected by Optionee and Optionor (or appointed in accordance with the commercial arbitration rules of the American Arbitration Association if Optionee and Optionor are unable to agree upon such a contractor) and the period for Optionee’s election shall be extended accordingly. 6.3 In the event a governmental entity commences eminent domain proceedings to take any portion of the Property during the Option Term or notifies Optionor of its intent to exercise its condemnation power, then Optionee shall have the option to terminate this Agreement by written notice to Optionor within thirty (30) days after Optionor notifies Optionee of the same, the Option Payment shall be returned to Optionee and neither Party shall have any further liability or obligation under this Agreement. 6.4 In the event a governmental entity commences eminent domain proceedings to take any part of the Property during the Option Term or notifies Optionor of its intent to exercise its condemnation power and this Agreement is not terminated pursuant to Section 6.3, then the Closing an amount equal to shall occur as scheduled in the sum of (x) the net proceedsPurchase Agreement notwithstanding such proceeding; provided, if anyhowever, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer that Optionor’s interest in all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims awards arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect proceedings shall be assigned to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation Optionee as of the Property, Closing or which the cost credited to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000Optionee if previously received by Optionor.

Risk of Loss. (a) If14.1. Subject to the provisions of Section 14.2 and Section 14.3 below, if, on or before the Closing Date, any “material portion” of a Property shall be (i) the Hotel or any portion thereof shall be damaged or destroyed by fire or other casualty or (ii) taken as a result of any Governmental Authority or other entity having condemnation authority shall take the Hotel or any portion thereof or institute an eminent domain proceedingproceeding and the same is not dismissed prior to the Closing, the Sellers then Seller shall promptly notify Buyer, and at the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers Closing Seller will credit against the Cash Consideration Amount payable by the Buyer at the Closing Purchase Price an amount equal to the sum net insurance or condemnation proceeds (other than insurance or condemnation proceeds received on account of (x) business or rental interruption relating to the net proceedsperiod prior to the Closing), if any, received by Seller on or prior to the Sellers from Closing as a result of such casualty or condemnation, plus the amount of any deductible under any such insurance that has not previously been spent by Seller and less any other amounts reasonably spent by or on behalf of Seller to restore the Hotel. If, as of the Closing Date, Seller has not received all or any portion of such insurance or condemnation proceeds, then the parties shall nevertheless consummate on the Closing Date the conveyance of the Hotel (without any credit for such as yet unpaid insurance or condemnation proceeds except for a credit to Buyer for any deductible under any such insurance that has not previously been spent by Seller) and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, Seller will at the Closing, Closing assign to the Buyer all rights of the SellersSeller, if any, to the insurance or condemnation proceeds (other than on account of business or rental interruption relating to the period prior to the Closing, but including all business or rental interruption relating to the period on and after the Closing) and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly and Buyer may notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty all appropriate insurance companies or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights authorities of the Sellers, if any, to its interest in the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationproceeds, as the case may be. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfThe risk of loss, on damage, or before destruction to any of the Closing Date, any “material portion” of a Property Acquired Assets shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result remain with the Sellers until the Closing. In the event of any condemnation such loss, damage, or eminent domain proceeding, destruction the Sellers shall will promptly notify the Buyer in writingof all particulars thereof, stating the cause thereof (if known) and the extent to which the cost of restoration, replacement and repair of the Acquired Assets lost, damaged or destroyed will be reimbursed under any insurance policy with respect thereto. The Buyer Sellers will repair or replace such Acquired Assets as soon as reasonably possible after loss, damage or destruction thereof and shall be bound use their best efforts to purchase restore as promptly as possible transmissions as authorized in the affected Properties for FCC Licenses. In the Allocated Asset Value in respect of such Properties (after taking into account event the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect cost of any such casualty repair or condemnation.replacement (excluding any amount reimbursed or reimbursable by insurance proceeds) exceeds Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000), Sellers may, at their option and without further Liability to the Buyer, terminate this Agreement, unless, however, the Buyer agrees to fund such amount in excess of said Two Hundred Fifty Thousand and 00/100 Dollars ($250,000). The Closing Date shall be extended (with FCC consent, if necessary) for up to sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of the date of the Sellers' notice to the Buyer, and the Buyer reasonably determines that the Sellers' failure to repair or replace, alone or in the aggregate, would have a material adverse effect on the operation of the Stations: (a) the Buyer may elect to terminate this Agreement; or (b) With respect the Buyer may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to any casualty or condemnation affecting a “material portion” an extent reasonably satisfactory to the Buyer, unless the same cannot be reasonably effected within ninety (90) days of a Property after the date of the Sellers' notice to Buyer, in which case either party may terminate this Agreement, ; or (Ac) the Sellers will credit against Buyer may choose to accept the Cash Consideration Amount payable by Acquired Asset in their "then" condition, together with the Sellers' assignment to Buyer at all rights under any insurance claims covering the Closing an amount equal loss, damage or destruction and payment over to the sum of (x) the net proceedsBuyer any proceeds under any such insurance policies, if any, previously received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect thereto. In the event the Closing Date is postponed pursuant to such casualtythis Section 4(t), or (B) Sellers will, at the Closing, assign Parties hereto will cooperate to extend the Buyer all rights time during which this Agreement must be closed as specified in the consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. The risk of loss, damage, or destruction to any of the Acquired Assets shall remain with the Sellers until the Closing. In the event of any such loss, damage, or destruction, the Sellers will promptly notify the Buyers of all particulars thereof, stating the cause thereof (aif known) Ifand the extent to which the cost of restoration, on replacement and repair of the Acquired Assets lost, damaged or before destroyed will be reimbursed under any insurance policy with respect thereto. The Sellers will, at Sellers' expense, repair or replace such Acquired Assets to their former condition as soon as possible after loss, damage or destruction thereof and shall use the Sellers' best efforts to restore as promptly as possible transmissions as authorized in the FCC Licenses. The Closing Date, any “material portion” of a Property Date shall be extended (with FCC consent, if necessary) for up to sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of the date of the Sellers' notice to the Buyers, and the Buyers determine that the Sellers' failure to repair or replace, alone or in the aggregate with any other then existing factors, would have a material adverse effect on the operation of the Stations: (i) damaged or destroyed by fire or other casualty or the Buyers may elect to terminate this Agreement; or (ii) taken the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound manner and to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard an extent reasonably satisfactory to the occurrence or effect Buyers, unless the same cannot be reasonably effected within ninety (90) days of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of the Sellers' notice to the Buyers, in which case either Party may terminate this Agreement, ; or (Aiii) the Sellers will credit against Buyers may choose to accept the Cash Consideration Amount payable Acquired Asset in their "then" condition, together with the Sellers' assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Sellers with respect thereto plus an amount equal to the sum amount of (x) the net proceeds, if any, received any deductible or self-insurance maintained by the Sellers from on such casualty or condemnation and (y) Acquired Assets. In the applicable deductibleevent the Closing Date is postponed pursuant to this Section 4(q), if any, with respect the parties hereto will cooperate to such casualty, or (B) Sellers will, at extend the Closing, assign to time during which this Agreement must be closed as specified in the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfThe risk of any loss, on damage or before impairment, confiscation or condemnation of any of the Acquired Assets of a System from any cause whatsoever, including, without limitation, any loss or damage to, or impairment of the operations, financial condition or results of operations related to the foregoing, shall be borne by Seller at all times prior to the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers Time for such System. Seller shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for event of any loss, damage or impairment, confiscation or condemnation of any of the Allocated Asset Value Acquired Assets from any cause whatsoever (other than incidental loss incurred and consistent with past experience in respect of such Properties (after taking into account connection with conducting the adjustments for net prorations and other adjustments provided for in this AgreementBusiness) as required by the terms hereof without regard prior to the occurrence Closing Time for such Acquired Assets. Such notice shall report the loss or effect of any such casualty or condemnationdamage incurred, the cause thereof (if known) and the insurance coverage related thereto. (b) With In the event of any damage or destruction of any Acquired Assets prior to the Closing Time for such Acquired Assets, with respect to any casualty which the actual cost to repair or condemnation affecting a replace such Acquired Assets and to restore the services provided thereby to their levels immediately prior to such event (the “material portion” Normal Business Level”) (collectively, the “Total Losses”) is reasonably estimated to be more than the Basket Amount, and if such Acquired Assets have not been repaired, restored or replaced to their prior condition and the affected System’s normal and usual transmission and the Normal Business Level resumed by the Closing Date for such Acquired Assets, Buyer may elect at its option: (i) to consummate the Closing (assuming all conditions set forth in Articles IX and X have been met or waived by the applicable Party) and complete the restoration and replacement of a Property such damaged Acquired Assets after the date of this AgreementClosing Date, in which event (A) Seller shall deliver to Buyer all insurance proceeds received from a Third Party, if any, received in respect of such Total Losses, to the Sellers will credit against extent such proceeds were not already expended by Seller in connection with remedying such Total Losses (such expenditure to be in reasonable and documented amounts) and (B) Seller shall reimburse Buyer for all reasonable and documented expenses and costs relating to the Cash Consideration Amount payable Total Losses, to the extent not covered by the Buyer at insurance proceeds from Third Parties remitted in the preceding clause (i); provided that Seller shall not be obligated to pay more than the Basket Amount pursuant to this Section 7.7(b)(i)(B); or (ii) to delay the Closing an amount equal until such Acquired Assets are repaired or restored to their prior condition and the affected System’s normal and usual transmission and the Normal Business Level resumed; provided, that in no event may the Closing be delayed beyond the End Date pursuant to this Section 7.7(b); and provided, further, that, to the extent such Acquired Assets are not so repaired or restored as of the Closing, Seller shall remit to Buyer the amounts contemplated by clause (i) above. The exercise by Buyer of any of its rights, pursuant to clause (b)(i) and/or (b)(ii) above shall not constitute a waiver of any conditions to Closing or of any other rights or remedies available to Buyer pursuant to this Agreement. (c) In the event of any damage or destruction of any Acquired Assets prior to the Closing Time for such Acquired Assets or any other event with respect to which the cost to repair, restore and cover the Total Losses is reasonably estimated to be less than the Basket Amount, Seller shall promptly take all actions necessary to repair and restore the Acquired Assets to their prior condition by the Closing Date for such Acquired Assets so as to resume the affected System’s normal and usual transmission and the Normal Business Level; provided, that Seller shall not be obligated to pay more than the sum of (x) the net proceedsBasket Amount and (y) all insurance proceeds received from a Third Party, if any, received in respect of such Total Losses pursuant to this Section 7.7(c). The exercise by the Sellers from such casualty Buyer of any of its rights pursuant to this Section 7.7(c) shall not constitute a waiver of any conditions to Closing or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all any other rights or claims arising out of or in connection with such casualty or condemnationremedies available to Buyer pursuant to this Agreement. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. Promptly upon learning thereof, Contributor shall give Recipient written notice of the commencement of any condemnation proceeding, or any taking, condemnation, damage or destruction of the Land or the Improvements. If prior to the Closing any portion of the Land or the Improvements shall be taken (aor a public announcement shall be made by a government authority of an intent to take any portion of the Land or the Improvements) Ifor there is a Material Damage (as defined below), Recipient shall have the right to terminate this Agreement by giving notice to Contributor on or before the Closing Datedate which is ten days following Recipient’s receipt of notice of the taking, any “material portion” of a Property shall be (i) damaged announcement or destroyed by fire or other casualty or (ii) taken as a result time being of any condemnation or eminent domain proceedingthe essence). If Recipient shall give that notice, the Sellers shall promptly notify the Buyer in writing. The Buyer this Agreement shall be bound deemed terminated and Contributor and Recipient shall have no further obligations and liabilities under this Agreement, except those that are stated to survive the termination of this Agreement. If there is less than a Material Damage or if there is a taking or a Material Damage and Recipient shall not terminate this Agreement, then: (a) Recipient shall purchase the affected Properties for the Allocated Asset Value Property in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of accordance with this Agreement, (Ab) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal shall not be reduced (except to the sum extent of (xContributor’s deductible or any co-insurance payment deducted or deductible from the insurance proceeds) and the net proceedsamount, if any, received by which the Sellers cost of the repair or restoration exceeds the limit of Contributor’s insurance), (c) Contributor’s rights to any award resulting from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualtytaking, or any insurance proceeds resulting from such fire or other casualty (B) Sellers willless any sums expended by Contributor for repair), shall, at the Closing, assign be assigned (or, if received by Contributor, paid) by Contributor to Recipient, (d) the proceeds of any rent insurance shall be apportioned between Contributor and Recipient at the Closing, (e) Recipient shall have the exclusive right to conduct all proceedings, adjust all losses, and make all agreements in connection therewith in its name, or in the name of Contributor, (f) Contributor shall (unless Recipients waives Contributor’s obligation) repair all damage to the Buyer all rights extent necessary to restore the Land and Improvements to a safe condition or prevent further damage to or deterioration of the SellersProperty, if anyand (g) at and following the Closing, to the insurance or condemnation proceeds and to all other rights or claims arising out of or Contributor shall reasonably cooperate with Recipient, at Recipient’s expense, in connection with any insurance and taking claims and the collection of any insurance proceeds and awards, and hereby appoints Recipient as its attorney-in-fact, such casualty appointment being irrevocable and coupled with an interest, to execute and deliver any documents required in connection with any such claims and collection, provided such documents shall not impose on Contributor any expense, obligation or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a liability. A “material portionMaterial Damage” of such Property shall be (i) damaged or destroyed deemed to be any damage by a fire or other casualty if: (i) the cost of repair, as estimated by a contractor selected by Contributor and reasonably acceptable to Recipient, shall exceed an amount equal to five percent (5%) of the Consideration and Contributor shall not agree within thirty (30) days following the fire or other casualty (time being of the essence) to repair the damage or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers Contributor’s insurance company shall promptly notify the Buyer thereof not agree in writing andto pay the insurance proceeds to Recipient or, except with respect if not, Contributor shall not agree to damage or destruction that has been fully repaired and restored as of pay the proceeds to Recipient upon receipt. Contributor shall have the right to adjourn the Closing Datefor a period not to exceed the aggregate of 180 days and the number of days of delay (not to exceed 60 days) caused by reasons beyond Contributor’s control, (A) for the Sellers will credit against the Cash Consideration Amount payable purpose of completing any repairs undertaken by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationContributor. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfThe risk of any loss, on damage, impairment, confiscation, or condemnation of any of the assets from any cause whatsoever shall be borne by NEC at all times prior to the Merger Closing Date. In the event of any such loss, damage, impairment, confiscation, or condemnation, whether or not covered by insurance, NEC shall promptly notify DataMEG of such loss, damage, impairment, confiscation, or condemnation, which notice shall provide an estimate of the costs to repair, restore or replace such assets and shall state whether NEC intends to repair, restore or replace such assets. If NEC, at its expense, repairs, replaces, or restores such Acquired Assets to their prior condition before the Merger Closing Date, any “material portion” of a Property NEC shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any entitled to all insurance proceeds and condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceedsawards, if any, received by reason of such award or loss. If NEC does not or cannot restore or replace lost, damaged, impaired, confiscated or condemned assets, DataMEG may at its option: (i) terminate this Agreement by notice forthwith without any further obligation hereunder if the Sellers from replacement cost of such casualty assets exceeds $100,000 in the aggregate; or (ii) if less than $100,000 or condemnation and (y) the applicable deductibleif this Agreement is not terminated, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign proceed to the Buyer Merger Closing Date without NEC completing the restoration and replacement of such assets provided that NEC and the Shareholders shall assign all rights of the Sellersunder applicable insurance policies and condemnation awards, if any, to DataMEG and that the Stock Consideration shall be reduced by the repair or replacement costs of any asset to the extent not covered by such insurance proceeds or condemnation proceeds award and in such event, NEC shall have no further liability with respect to all other rights or claims arising out the condition of or in connection with such casualty the assets directly attributable to the loss, damage, impairment, confiscation, or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. All risk of loss relating to the City Parcels shall remain with City until Closing. In the event the City Parcels, or any material portion thereof, is substantially destroyed or substantially damaged prior to the Closing, or in the event of the taking of all or any material portion of the City Parcels by eminent domain proceedings, or the commencement of such proceedings prior to Closing, PWRF shall have the right, at PWRF’s option, to terminate this Agreement by delivering notice to City within ten (a10) Ifbusiness days after PWRF’s discovery of such damage or condemnation action, on in which case (and notwithstanding any other provision to the contrary in this Agreement) and except as otherwise provided herein, the parties shall have no further rights or before obligations under this Agreement. If PWRF does not so terminate this Agreement, then PWRF shall proceed to close, in which event upon the Closing DateClosing, City shall pay to PWRF the amount of any “material portion” of a Property shall be (i) damaged insurance proceeds or destroyed condemnation awards collected by fire or other casualty or (ii) taken City as a result of any condemnation such damage or eminent domain proceedingdestruction or condemnation, plus the Sellers shall promptly notify amount of any insurance deductible or co-insurance, less any sums expended by City toward the Buyer in writing. The Buyer collection of such proceeds or awards and the restoration or repair of the City Parcels (the nature of which restoration or repairs, but not the right of City to effect such restoration or repairs, shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard subject to the occurrence approval of PWRF, which approval shall not be unreasonably withheld, conditioned or effect delayed). If the proceeds or awards have not been collected as of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign then such proceeds or awards shall be assigned to PWRF (and the Closing shall be extended to the Buyer all rights of the Sellersday which is one (1) business day following such assignment), if any, except to the insurance extent needed to reimburse City for sums expended to collect such proceeds or condemnation proceeds and to all other rights awards or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal the City Parcels, and City shall retain the rights to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000proceeds and awards to such extent.

Risk of Loss. (a) IfThe risk of loss, on damage, or before destruction to any of the Closing Date, any “material portion” of a Property Acquired Assets shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result remain with the Seller until the Closing. In the event of any condemnation such loss, damage, or eminent domain proceeding, destruction the Sellers shall Seller will promptly notify the Buyer in writingof all particulars thereof, stating the cause thereof (if known) and the extent to which the cost of restoration, replacement and repair of the Acquired Assets lost, damaged or destroyed will be reimbursed under any insurance policy with respect thereto. The Buyer 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 FCC Licenses. The Closing Date shall be bound extended (with FCC consent, if necessary) for up to purchase ninety (90) days to permit such repair or replacement. If repair or replacement cannot be accomplished within ninety (90) days of the affected Properties for date of the Allocated Asset Value Seller's notice to the Buyers, and the Buyers determine that the Seller's failure to repair or replace, alone or in respect the aggregate with any other then existing factors, would have a material adverse effect on the operation of such Properties the Station: (after taking into account a) the adjustments for net prorations and other adjustments provided for in Buyers may elect to terminate this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.; or (b) With respect the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to any casualty or condemnation affecting a “material portion” an extent reasonably satisfactory to the Buyers, unless the same cannot be reasonably effected within one hundred twenty (120) days of a Property after the date of the Seller's notice to the Buyers, in which case either party may terminate this Agreement, ; or (Ac) the Sellers will credit against Buyers may choose to accept the Cash Consideration Amount payable Acquired Asset in their "then" condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(q), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) From the date hereof through the Closing Date, all risk of loss or damage to the property included in the Purchased Assets shall be borne by the Sellers. (b) If, on or before the Closing Date, all or any “material portion” portion of the Purchased Assets is taken by eminent domain (or is the subject of a Property pending or (to the Knowledge of the Sellers) contemplated taking which has not been consummated), the Sellers shall notify the Buyer promptly in writing of such fact, and Buyer shall have the option to elect (A) to eliminate the affected Purchased Asset or group of Purchased Assets and proceed with the Closing with the Purchase Price being decreased by an amount equal to the aggregate value of the eliminated Purchased Asset or group of Purchased Assets, (B) to retain the affected Purchased Asset or group of Purchased Assets and negotiate an adjustment to the Purchase Price, in which event the Buyer and the Sellers shall negotiate in good faith to settle the loss resulting from such taking (including, without limitation, by making a fair and equitable adjustment to the Purchase Price) and, upon such settlement, proceed with the Closing pursuant to the terms of this Agreement, or (C) if the aggregate value of the Purchased Asset or group of Purchased Assets taken by eminent domain exceeds 10% or more of the Purchase Price, to terminate this Agreement pursuant to Section 10.1(d); provided, however, that, subject to Section 3.5, Buyer shall not be entitled to terminate this Agreement if the affected Purchased Asset is solely (i1) the Veazie Hydro Project, or (2) the Bangor-Pacific Interest. (c) If, before the Closing Date, all or any portion of the Purchased Assets is damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceedingcasualty, the Sellers shall promptly notify the Buyer promptly in writing. The writing of such fact and, if the Sellers have not notified the Buyer within thirty (30) days after the occurrence of such damage, destruction or loss of their intention to cure such damage, destruction or loss prior to Closing Date (and unless such cure is so effected prior to the Closing Date), Buyer shall be bound have the option to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, elect (A) to eliminate the Sellers will credit against the Cash Consideration Amount payable by the Buyer at affected Purchased Asset or group of Purchased Assets and proceed with the Closing with the Purchase Price being decreased by an amount equal to the sum aggregate value of the eliminated Purchased Asset or group of Purchased Assets, (xB) to retain the net proceedsaffected Purchased Asset or group of Purchased Assets and negotiate an adjustment to the Purchase Price, if any, received by in which event the Buyer and the Sellers from shall negotiate in good faith to settle the loss resulting therefrom (including, without limitation, by making a fair and equitable adjustment to the Purchase Price), and, upon such casualty or condemnation and (y) settlement, proceed with the applicable deductible, if any, with respect Closing pursuant to such casualtythe terms of this Agreement, or (BC) Sellers will, at if the Closing, assign to the Buyer all rights aggregate value of the Sellers, if any, to the insurance Purchased Asset or condemnation proceeds and to all other rights or claims arising out group of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) Purchased Assets damaged or destroyed by fire exceeds 10% or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as more of the Closing DatePurchase Price, to terminate this Agreement pursuant to Section 10.1(d); provided, however, that, subject to Section 3.5, Buyer shall not be entitled to terminate this Agreement if the affected Purchased Asset is solely (A1) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualtyVeazie Hydro Project, or (B2) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationBangor-Pacific Interest. (d) For purposes In the case of this Section 9.2, a “material portion” with respect an adjustment to an individual Property shall mean any portion which materially and adversely affects access the Purchase Price pursuant to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of paragraph (ib) fifty percent (50%) of the Allocated Asset Value of such Property or (iic) $10,000,000hereof due to the taking of or damage to a Purchased Asset, the Maintenance and Capital Expenditure Amount shall be reduced by the amounts thereof attributable to such assets.

Risk of Loss. (a) IfThe risk of any loss, on damage or before impairment, confiscation or condemnation of any of the Acquired Assets from any cause whatsoever, including, without limitation, any loss or damage to, or impairment of the operations, financial condition or results of operations related to the foregoing, shall be borne by Seller at all times prior to the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers Time. Seller shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for event of any loss, damage or impairment, confiscation or condemnation of any of the Allocated Asset Value Acquired Assets from any cause whatsoever (other than incidental loss incurred and consistent with past experience in respect of such Properties (after taking into account connection with conducting the adjustments for net prorations and other adjustments provided for in this AgreementBusiness) as required by the terms hereof without regard prior to the occurrence Closing Time. Such notice shall report the loss or effect of any such casualty or condemnationdamage incurred, the cause thereof (if known) and the insurance coverage related thereto. (b) With In the event of any damage or destruction of any Acquired Assets prior to the Closing Time, with respect to any casualty which the actual cost to repair or condemnation affecting a replace such Acquired Assets and to restore the services provided thereby to their levels immediately prior to such event (the “material portion” Normal Business Level”) (collectively, the “Total Losses”) is reasonably estimated to be more than the Basket Amount, and if such Acquired Assets have not been repaired, restored or replaced to their prior condition and the System’s normal and usual operation and the Normal Business Level have not been resumed by the Closing Date, Buyer may elect at its option: (i) to consummate the Closing (assuming all conditions set forth in Articles IX and X have been met or waived by the applicable Party) and complete the restoration and replacement of a Property such damaged Acquired Assets after the date of this AgreementClosing Date, in which event (A) Seller shall deliver to Buyer all insurance proceeds received from a Third Party, if any, received in respect of such Total Losses, to the Sellers will credit against extent such proceeds were not already expended by Seller in connection with remedying such Total Losses (such expenditure to be in reasonable and documented amounts) and (B) Seller shall reimburse Buyer for all reasonable and documented expenses and costs relating to the Cash Consideration Amount payable Total Losses, to the extent not covered by the Buyer at insurance proceeds from Third Parties remitted in the preceding clause (i); provided that Seller shall not be obligated to pay more than the Basket Amount pursuant to this Section 7.5(b)(i)(B); or (ii) to delay the Closing an amount equal until such Acquired Assets are repaired or restored to their prior condition and the System’s normal and usual operation and the Normal Business Level is resumed; provided, that in no event may the Closing be delayed pursuant to this Section 7.5(b) beyond the End Date; and provided, further, that, to the extent such Acquired Assets are not so repaired or restored as of the Closing, Seller shall remit to Buyer the amounts contemplated by clause (i) above. The exercise by Buyer of any of its rights, pursuant to clause (b)(i) and/or (b)(ii) above shall not constitute a waiver of any conditions to Closing or of any other rights or remedies available to Buyer pursuant to this Agreement. (c) In the event of any damage or destruction of any Acquired Assets prior to the Closing Time, Seller shall promptly take all actions necessary to repair and restore the Acquired Assets to their prior condition by the Closing Date so as to resume the System’s normal and usual operation and the Normal Business Level; provided, that Seller shall not be obligated to pay more with respect to such repair or restoration than the sum of (x) the net proceedsBasket Amount and (y) all insurance proceeds received from a Third Party, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with in respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect Total Losses pursuant to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,0007.5(c).

Risk of Loss. (a) If, on or before the Closing Date, the Real Property or any “material portion” of a Property portion thereof shall be (i) damaged or destroyed by fire or other casualty or (ii) taken or threatened (in writing) to be taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreementand, (A) the at Closing, Sellers will credit against the Cash Consideration Amount Purchase Price payable by the Buyer at the Closing an amount equal to the sum net proceeds (other than on account of (x) business or rental interruption relating to the net proceedsperiod prior to Closing), if any, received by the Sellers from as a result of such casualty or condemnation, together with a credit for any deductible under such insurance, less any amounts spent to restore the Real Property. If as of the Closing Date, Sellers have not received any such insurance or condemnation proceeds, then the parties shall nevertheless consummate on the Closing Date the conveyance of the Assets (without any credit for such insurance or condemnation proceeds except for a credit for any deductible under such insurance) and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, will at the Closing, Closing assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds (other than on account of business or rental interruption relating to the period prior to Closing) and to all other rights or claims arising out of or in connection with such casualty or condemnation. (cb) IfNotwithstanding the provisions of Section 9.2(a), if, on or before the Closing Date, the Real Property or any portion of a Property that is not a “material portion” of such Property thereof shall be (i) damaged or destroyed by fire or other casualty a Material Casualty or (ii) taken as a result of a Material Condemnation, Buyer shall have the right, exercised by written notice to Sellers no more than five (5) Business Days after Buyer has received notice of such Material Casualty or Material Condemnation, to terminate this Agreement, in which event the Exxxxxx Money, including, without limitation, any condemnation Non-Refundable Portion of the Exxxxxx Money, shall be refunded to Buyer and no party shall have any further rights or eminent domain proceedingobligations hereunder other than those which expressly survive the termination of this Agreement. If Buyer fails to timely terminate this Agreement in accordance with this Section 9.2(b), the Sellers provisions of Section 9.2(a) shall promptly notify apply. As used in this Section 9.2(b), a “Material Casualty” shall mean any damage to a particular Real Property or any portion thereof by fire or other casualty (x) that, in Sellers’ reasonable judgment, is expected to cost (i) in excess of one percent (1%) of the Buyer thereof Purchase Price (i.e., in excess of $1,888,500) to repair, or (ii) in excess of one percent (1%) of the Allocable Purchase Price for the applicable Asset to repair and the Existing Lender has indicated in writing and, except that it will not give Lender Consent with respect to damage the Existing Loan for such Asset as a result of such damage, or destruction (y) that has been fully repaired is uninsured or underinsured and restored as of the Closing Date, (A) the Sellers will do not elect to credit against the Cash Consideration Amount payable by the Buyer at the Closing with an amount equal to the sum of cost to repair such uninsured or underinsured casualty (x) Sellers having the net proceedsright, if any, received by but not the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if anyobligation, to the insurance or condemnation proceeds and to all other rights or claims arising out of or do so). As used in connection with such casualty or condemnation. (d) For purposes of this Section 9.29.2(b), a “material portionMaterial Condemnation” with respect to an individual Property shall mean a taking of any particular Real Property or any material portion thereof (which shall include any taking of more than five percent (5%) of either the total land area or the total number of apartment units at such Real Property), or a taking that permanently and materially and adversely affects access to any such Real Property, otherwise as a result of a condemnation or eminent domain proceedings that, permanently and materially and adversely impacts impairs the operation use of the such Real Property, or which and which, in each instance, cannot be restored to substantially the cost to repair or restore will be equal to or in excess of same use as before the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000taking.

Risk of Loss. The risk of loss, damage, or destruction to any of the Acquired Assets shall remain with the Sellers until the Closing. In the event of any Material loss, damage, or destruction to any of the Acquired Assets, the Sellers will promptly notify the Buyers of all particulars thereof, stating the cause thereof (aif known) Ifand the extent to which the cost of restoration, on or before replacement and repair of the Closing DateAcquired Assets lost, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of will be reimbursed under any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writinginsurance policy with respect thereto. The Buyer Sellers 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 FCC Licenses. The Closing Date shall be bound extended (with FCC consent, if necessary) for up to purchase the affected Properties for the Allocated Asset Value in respect sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of the Seller's notice to the Buyers and the Buyers determine that the Seller's failure to repair or replace would has a Material Adverse Effect on the operation of the Stations: i. the Buyers may elect to terminate this Agreement; or ii. the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to an extent reasonably satisfactory to the Buyers, unless the same cannot be reasonably effected within ninety (A90) days of the date of the Seller's notice to the Buyers, in which case either party may terminate this Agreement; or iii. the Buyers may choose to accept the Acquired Asset in their "then" condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Sellers on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(p), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfExcept as otherwise provided in this Section 6.18, during the period commencing on or before the date hereof and ending on the Closing Date, any “material portion” all risk of a Property shall loss or damage to the property or assets of the Company Entities shall, as between Buyers and Sellers, be (i) borne by Sellers unless such loss is caused or created by Buyers. If during the period commencing on the date hereof and ending on the Closing Date, the property or assets of the Company Entities are damaged or destroyed by fire or other casualty (each such event, an “Event of Loss”), or are taken by a Governmental Authority by exercise of the power of eminent domain (each, a “Taking”), then the following provisions of this Section 6.18 shall apply: (a) Following the occurrence of (i) any one or more Events of Loss, if the aggregate costs to restore, repair or replace the property or assets of the Company Entities subject to such Event of Loss to a condition reasonably comparable to its or their condition prior to such Event of Loss, plus the amount of any lost profits reasonably expected to accrue after Closing as a direct result of such Event of Loss, such amount pursuant to this clause (i) to be determined by an independent third party appraiser mutually selected by the Parties (collectively, “Restoration Costs”) and/or (ii) taken any one or more Takings, if the value of the property subject to such Taking plus the amount of any lost profits reasonably expected to accrue after Closing as a direct result of such Taking, less any condemnation or eminent domain proceedingaward received by Buyers (provided, that any such condemnation award is made available to Buyer), such amount pursuant to this clause (ii) to be determined by an independent third party appraiser mutually selected by the Parties (collectively, the “Condemnation Value”), is, in the aggregate, less than or equal to twenty-six million one hundred thousand dollars ($26,100,000), in the case of each of clauses (i) and (ii), net of and after giving effect to (A) any insurance, condemnation award or other third party proceeds reasonably expected to be available to the applicable Company Entities of Sellers shall promptly notify for such event, (B) any tax benefits related thereto, (C) any amounts expended by the Buyer applicable Project Company or Sellers prior to Closing to restore damage caused by such casualty event and (D) adjustments relating to such casualty event or condemnation that are to be included in writing. The Buyer Adjusted Working Capital, there shall be bound to purchase no effect on the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnationtransactions contemplated hereby. (b) With respect Subject to the termination right of Buyers and Sellers set forth in clause (d) below, upon the occurrence of any casualty one or condemnation affecting more Events of Loss and/or Takings involving aggregate Restoration Costs and Condemnation Value in excess of twenty-six million one hundred thousand dollars ($26,100,000) (a “material portion” Major Loss”), Sellers shall have, in the case of a Property after Major Loss relating solely to one or more Events of Loss, the option, exercised by notice to Buyers, to restore, repair or replace the damaged assets or properties prior to Closing to a condition reasonably comparable to their condition prior to such Event of Loss or Taking, as the case may be. If Sellers elect to so restore, repair or replace the assets or properties relating to a Major Loss, which election shall be made by notice to Buyers prior to the Closing Date and as soon as practicable following the occurrence of the Major Loss, Sellers will complete or cause to be completed the repair, replacement or restoration of the damaged assets or property prior to the Closing and the Closing Date shall be postponed for the amount of time reasonably necessary to complete the restoration, repair or replacement of such property or assets as reasonably agreed among Buyers and Sellers (including, if necessary, the extension of the date contemplated by Section 10.1(b) to allow for the restoration, repair or replacement of this Agreementsuch assets or properties). If Sellers elect not to cause the restoration, (A) repair or replacement of the Sellers will credit against the Cash Consideration Amount payable property or assets affected by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualtya Major Loss, or (B) Sellers will, at such Major Loss is the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of result in whole or in connection with such casualty part of one or condemnationmore Takings or is otherwise not capable of being restored, repaired or replaced, the provisions of Section 6.18(c) will apply. (c) IfSubject to the termination right of Buyers and Sellers set forth in clause (d) below, on in the event that Sellers elect not to cause the restoration, repair or before the Closing Date, any portion replacement of a Property Major Loss, or in the event that Sellers, having elected to cause repair, replacement or restoration of the Major Loss, fail to cause its completion within the period of time agreed upon by the Parties pursuant to Section 6.18(b) (subject to extension for up to ninety (90) days for causes beyond Sellers’ control), or in the event that a Major Loss is the result in whole or in part of one or more Takings or is otherwise not a “material portion” capable of being restored, repaired or replaced, then the Parties shall, within thirty (30) days following Sellers’ election not to cause the restoration, repair or replacement, failure to complete, or the occurrence of such Property shall be (i) damaged or destroyed Major Loss, as the case may be, adjust the Base Purchase Price downward by fire or other casualty or (ii) taken as a result the aggregate Restoration Cost and Condemnation Value, and proceed to Closing. To assist Buyers in their evaluation of any condemnation or eminent domain proceedingand all Events of Loss, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal provide Buyers such access to the sum of (x) the net proceeds, if any, received by the Sellers from properties and assets and such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or information as Buyers may reasonably request in connection with such casualty or condemnationtherewith. (d) For purposes of this Section 9.2, a “material portion” In the event that the aggregate Restoration Costs and Condemnation Value with respect to one or more Events of Loss and/or Takings equals an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or amount in excess of eighty-seven million dollars ($87,000,000), then either Buyers or Sellers shall have the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000right to terminate this Agreement.

Risk of Loss. The risk of loss, damage, or destruction to any of the Acquired Assets shall remain with the Seller until the Closing. In the event of any such loss, damage, or destruction the Seller will promptly notify the Buyers of all particulars thereof, stating the cause thereof (aif known) Ifand the extent to which the cost of restoration, on or before replacement and repair of the Closing DateAcquired Assets lost, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of will be reimbursed under any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writinginsurance policy with respect thereto. The Buyer Seller will, at Seller's expense (subject to its collection of insurance proceeds), repair or replace such Acquired Assets to their former condition as soon as possible after loss, damage or destruction thereof and shall use reasonable efforts to restore as promptly as possible transmissions as authorized in the FCC Licenses. The Closing Date shall be bound extended (with FCC consent, if necessary) for up to purchase the affected Properties for the Allocated Asset Value in respect sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of the Seller's notice to the Buyers and the Buyers determine that the Seller's failure to repair or replace would have a material adverse effect on the operation of the Stations: i. the Buyers may elect to terminate this Agreement; or ii. the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to an extent reasonably satisfactory to the Buyers, unless the same cannot be reasonably effected within ninety (A90) days of the Sellers will credit against date of the Cash Consideration Amount payable Seller's notice to the Buyers, in which case either party may terminate this Agreement; or iii. the Buyers may choose to accept the Acquired Asset in their "then" condition, without any adjustment to the Purchase Price, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this SECTION 4(N), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. The risk of loss, damage, or destruction to any of the Acquired Assets shall remain with the Sellers until the Closing. In the event of any such loss, damage, or destruction the Sellers will promptly notify the Buyers of all particulars thereof, stating the cause thereof (if known) and the extent to which the cost of restoration, replacement and repair of the Acquired Assets lost, damaged or destroyed will be reimbursed under any insurance policy with respect thereto. The Sellers will, at Sellers' 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 FCC Licenses. The Closing Date shall be extended (with FCC consent, if necessary) for up to sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of the date of the Sellers' notice to the Buyers, and the Buyers reasonably determine that the Sellers' failure to repair or replace, alone or in the aggregate with any other then existing factors, would have a material adverse effect on the operation of the Stations: (a) If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound Buyers may elect to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in terminate this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.; or (b) With respect the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to any casualty or condemnation affecting a “material portion” an extent reasonably satisfactory to the Buyers, unless the same cannot be reasonably effected within ninety (90) days of a Property after the date of the Sellers' notice to the Buyers, in which case either party may terminate this Agreement, ; or (Ac) the Sellers will credit against Buyers may choose to accept the Cash Consideration Amount payable Acquired Asset in their "then" condition, together with the Sellers' assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Sellers with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Sellers on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(q), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a1) IfUntil the Time of Closing, the Purchased Assets shall remain at the risk of the Vendor. The Vendor shall maintain all risk insurance in respect of the Purchased Assets which provides for loss settlement on a replacement cost basis if the Purchased Assets are repaired or replaced and on an actual cash value basis if the Purchased Assets are not repaired or replaced. The Vendor shall also maintain all risk business interruption insurance with respect to any such loss, damage or other casualty in respect of the Business until Time of Closing. In the event of any loss, damage or claim in respect of any risk for which insurance is to be carried as aforesaid arising before the Time of Closing, the Purchaser, as an additional condition of Closing, shall be entitled to be satisfied that the insurers have accepted the claim of the Vendor for payment in accordance with the terms of the policies. If any destruction or damage occurs to the Purchased Assets on or before the Closing DateTime of Closing, or if any “material portion” or all of a Property shall be (i) damaged the Purchased Assets are appropriated, expropriated or destroyed seized by fire governmental or other casualty lawful authority on or (ii) taken as a result before the Time of any condemnation or eminent domain proceedingClosing, the Sellers Vendor shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard forthwith give notice thereof to the occurrence Purchaser, and the Purchaser shall have the option, exercisable by notice to the Vendor on or effect before the Time of any such casualty or condemnation.Closing: (ba) With respect to any casualty or condemnation affecting a “material portion” reduce the Purchase Price of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable Purchased Assets by the Buyer at the Closing an amount equal to the sum proceeds of insurance (x) the net proceedsand, if anyany such policy provided for a deductible amount, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to such deductible amount) or compensation for destruction or damage or appropriation, expropriation or seizure and business interruption with respect thereto (in this Section referred to as the sum "Proceeds"), and to complete the purchase; or (b) to complete the purchase without reduction of (x) the net proceedsPurchase Price, if any, received in which event all Proceeds shall be payable to the Purchaser and all right and claim of the Vendor to any such amounts not paid by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign Closing Date shall be assigned to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationPurchaser. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. The risk of loss relating to the Partnership Interests, Property Interests and the underlying Property prior to the Pre-Closing shall be borne by the Contributor. If, prior to the Pre-Closing, (a) Ifthe Property is materially or totally destroyed or damaged by fire or other casualty, on or before (b) the Property is materially or totally taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option (such election to be made as soon as reasonably practicable following such occurrence and in any event prior to the Pre-Closing), either: terminate this Agreement, in which event the parties shall have no further obligations hereunder; or (ii) elect to proceed with the acquisition of the Partnership Interests or Property Interests, as the case may be, relating to the Property, regardless of such destruction, damage or condemnation as described above. The Contributor shall not have any obligation to repair or replace any such damage, destruction or taken property. Unless the Operating Partnership elects to terminate this Agreement (in which case this sentence shall not apply), at the Closing (i) the Contributor shall pay or cause to be paid to the Operating Partnership its Allocable Share of any sums collected (directly or indirectly) by the Contributor, if any, under any policies of insurance, if any, or award proceeds relating to such casualty or condemnation, if any, and otherwise assign to the Operating Partnership all rights (directly or indirectly) of the Contributor to collect such sums as may then be uncollected (except to the extent required for collection costs or repairs by the Contributor prior to the Closing Date, and provided that the Contributor shall retain its Allocable Share any “material portion” of a Property shall be (i) damaged or destroyed by fire insurance proceeds attributable to lost rents or other casualty or items applicable to any period prior to the Determination Date, and all rights thereto); and (ii) taken as a result the Contributor’s Total Consideration shall be reduced by its Allocable Share of the amount of any condemnation or eminent domain proceeding, deductibles under the Sellers shall promptly notify the Buyer in writingapplicable insurance policies. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for As used in this Agreement) as required by the terms hereof without regard to the occurrence Article 7, “materially” destroyed, damaged or effect of any such casualty or condemnation. (b) With respect taken refers to any casualty loss or condemnation affecting a “material portion” of a Property after the date of this Agreementdamage or any loss due to condemnation, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal in either case, to the sum of Property or any portion thereof if (x) the net proceedscost of repairing or restoring the premises in question to substantially the same condition which existed prior to the event of damage would be, if any, received in the opinion of an architect or other qualified expert selected by the Sellers from such casualty Contributor and reasonably approved by the Operating Partnership, or the amount of the proposed condemnation and award is, equal to or greater than ten percent (10%) of the Total Consideration for the Property, (y) such loss or damage would entitle tenants occupying more than ten percent (10%) of the applicable deductibletotal rentable square footage at the Property, if anyin the aggregate, with respect to such casualtyterminate their Leases, or (Bz) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance such loss or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts impairs the operation current use or square footage of the Property, the parking therefor or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000access thereto.

Risk of Loss. The risk of loss, damage, or destruction to any of the Acquired Assets shall remain with the Seller until the Closing, except and to the extent provided in the Local Marketing Agreement.. In the event of any such loss, damage, or destruction the Seller will promptly notify the Buyers of all particulars thereof, stating the cause thereof (aif known) Ifand the extent to which the cost of restoration, on or before replacement and repair of the Closing DateAcquired Assets lost, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of will be reimbursed under any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writinginsurance policy with respect thereto. The Buyer 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 FCC Licenses. The Closing Date shall be bound extended (with FCC consent, if necessary) for up to purchase the affected Properties for the Allocated Asset Value in respect sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of the Seller's notice to the Buyers and the Buyers determine that the Seller's failure to repair or replace would have a material adverse effect on the operation of the Stations: i. the Buyers may elect to terminate this Agreement; or ii. the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to an extent reasonably satisfactory to the Buyers, unless the same cannot be reasonably effected within ninety (A90) days of the Sellers will credit against date of the Cash Consideration Amount payable Seller's notice to the Buyers, in which case either party may terminate this Agreement; or iii. the Buyers may choose to accept the Acquired Asset in their "then" condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(m), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) If, on or before the Closing Date, the Property or any “material portion” of a Property portion thereof shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers Seller shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreementand, (A) the Sellers at Closing, Seller will credit against the Cash Consideration Amount Purchase Price payable by the Buyer at the Closing an amount equal to the sum net proceeds (other than on account of (x) business or rental interruption relating to the net proceedsperiod prior to Closing), if any, received by the Sellers from Seller as a result of such casualty or condemnation, together with a credit for any deductible under such insurance, less any amounts spent to restore the Property. If as of the Closing Date, Seller has not received any such insurance or condemnation proceeds, then the parties shall nevertheless consummate on the Closing Date the conveyance of the Asset (without any credit for such insurance or condemnation proceeds except for a credit for any deductible under such insurance) and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, Seller will at the Closing, Closing assign to the Buyer all rights of the SellersSeller, if any, to the insurance or condemnation proceeds (other than on account of business or rental interruption relating to the period prior to Closing) and to all other rights or claims arising out of or in connection with such casualty or condemnation. (cb) IfNotwithstanding the provisions of Section 9.2(a), if, on or before the Closing Date, the Property or any portion of a Property that is not a “material portion” of such Property thereof shall be (i) damaged or destroyed by fire or other casualty a Material Casualty or (ii) taken as a result of a Material Condemnation, Buyer shall have the right, exercised by written notice to Seller no more than five (5) days after Buyer has received notice of such Material Casualty or Material Condemnation, to terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Buyer and neither party shall have any condemnation further rights or eminent domain proceedingobligations hereunder other than those which expressly survive the termination of this Agreement. If Buyer fails to timely terminate this Agreement in accordance with this Section 9.2(b), the Sellers provisions of Section 9.2(a) shall promptly notify apply. As used in this Section 9.2(b), a “Material Casualty” shall mean (x) any damage to the Buyer Property or any portion thereof by fire or other casualty that is expected to cost in writing andexcess of Two Million Five Hundred Thousand Dollars ($2,500,000) to repair, except with respect as determined by an independent third party general contractor selected by Seller, Seller’s insurance company or Seller’s lender, or (y) that is uninsured or underinsured and Seller does not elect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing with an amount equal to the sum of cost to repair such uninsured or underinsured casualty (x) Seller having the net proceedsright, if any, received by but not the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if anyobligation, to the insurance or condemnation proceeds and to all other rights or claims arising out of or do so). As used in connection with such casualty or condemnation. (d) For purposes of this Section 9.29.2(b), a “material portionMaterial Condemnation” with respect to an individual Property shall mean a taking of the Property or any material portion thereof (which shall include any taking of more than fifteen percent (15%) of either the land area or the total number of apartment units at the Property), or a taking that in Seller’s reasonable judgment permanently and materially and adversely affects access to any the Property, otherwise as a result of a condemnation or eminent domain proceedings that, permanently and materially and adversely impacts impairs the operation use of the Property, or which and which, in each instance, cannot be restored to substantially the cost to repair or restore will be equal to or in excess of same use as before the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000taking.

Risk of Loss. (a) If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged If all or destroyed any portion of the Real Property is taken, or becomes subject to a pending taking, by fire 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 Contributor receive written notice of any rezoning of all or any portion of the Real Property, the 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 providing the Contributor with written notice at any time after its receipt of written notification from the Contributor of any such occurrence. If the Operating Partnership elects not to terminate this Agreement (whether in its entirety or on a partial basis), then, as of the Closing, the Contributor shall deliver to the Operating Partnership the amount of any award or other proceeds on account of such taking, conveyance or casualty which have been actually paid to the Contributor or (ii) taken the Property LLCs prior to the Closing Date as a result of any condemnation such taking, conveyance or eminent domain proceedingcasualty (less all costs and expenses, including, without limitation, attorneys’ fees and costs, incurred by the Contributor 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 Contributor or the Property LLCs, the Sellers Contributor shall promptly notify assign to the Buyer in writing. The Buyer Operating Partnership at Closing (without recourse to the Contributor) any rights of the Contributor to, and the Operating Partnership shall be bound entitled to purchase the affected Properties receive and retain, all awards for the Allocated Asset Value taking of the Real Property or any portion thereof or conveyance in lieu thereof or insurance proceed payable with respect of such Properties to any damage, as the case may be (after taking into account less the adjustments for net prorations costs and other adjustments provided for expenses described above in this Agreement) as required by the terms hereof without regard Section 9 to the occurrence extent not previously paid to the Contributor out of the award or effect of any such casualty proceeds for the applicable taking, conveyance in lieu thereof or condemnationcasualty). (bii) With respect to In the event of any casualty at any Property prior to Closing, the Contributor shall cause the relevant Property LLC to use reasonable and good faith efforts (subject to receipt of insurance proceeds) to repair and restore the Property prior to Closing. If, however, the repair or condemnation affecting a “material portion” of a Property after restoration is not completed prior to Closing, then the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at parties shall proceed to consummate the Closing an amount equal and at Closing, the Contributor shall deliver to the sum Operating Partnership the amount of (x) the net proceeds, if any, received by the Sellers from any insurance proceeds on account of such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign which have been actually paid to the Buyer all rights of Contributor or the Sellers, if any, Property LLCs prior to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken Date as a result of any condemnation such casualty (less all costs and expenses, including, without limitation, attorneys’ fees and costs, incurred by the Contributor or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored Property LLCs as of the Closing DateDate in obtaining payment of such proceeds or in repairing or restoring the Real Property) and, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum extent such proceeds have not been delivered to the Contributor or the Property LLCs, the Contributor shall assign to the Operating Partnership at Closing (without recourse to the Contributor) any rights of (x) the net proceedsContributor to, if anyand the Operating Partnership shall be entitled to receive and retain, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, all insurance proceed payable with respect to such casualty, or any damage (B) Sellers will, at less the Closing, assign costs and expenses described above in this Section 9 to the Buyer all rights extent not previously paid to the Contributor out of the Sellers, if any, to proceeds for the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationcasualty). (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. In the event any Casualty Loss shall occur, on the next Rent payment date Lessee shall, at its option (a) Ifpay Lessor the Stipulated Loss Value of the Equipment suffering the Casualty Loss, on or before (b) substitute and replace each item of Equipment suffering the Closing DateCasualty Loss with an item of Substitute Equipment. If Lessee shall elect to pay the Stipulated Loss Value of the Equipment suffering a Casualty Loss, any “material portion” upon Lessor's receipt in full of a Property such payment the applicable Lease shall terminate as it relates to such Equipment and, except as provided in Section 27, Lessee shall be relieved of all obligations under the applicable Lease as it relates to such Equipment. If Lessee shall elect to replace Equipment suffering a Casualty Loss with items of Substitute Equipment (i) damaged or destroyed by fire or other casualty or the applicable Lease shall continue in full force and effect without any abatement of Rent with such Substitute Equipment thereafter being deemed to be Equipment leased thereunder, and (ii) taken Lessee shall deliver to Lessor a xxxx of sale or other documentation, in either case in form and substance satisfactory to Lessor, in which Lessee shall represent and warrant that it has transferred to Lessor good and marketable title to all Substitute Equipment, free and clear of all liens, encumbrances and claims of others. Upon Lessor's receipt of such payment of Stipulated Loss Value in full, or such xxxx of sale or other documentation, as a result the case may be, Lessor shall transfer to Lessee all of Lessor's interest in the Equipment suffering the Casualty Loss "AS IS, WHERE IS," without any warranty, express or implied, from Lessor, other than the absence of any condemnation liens or eminent domain proceedingclaims by or through Lessor. In the event of any repairable damage to any Equipment, the Sellers Lease shall continue with respect to such Equipment without any abatement of Rent and Lessee shall at its expense promptly notify the Buyer in writing. The Buyer shall cause such Equipment to be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard repaired to the occurrence or effect condition it is required to be maintained in pursuant to Section 10. Lessee shall notify Lessor of any such casualty Casualty Loss or condemnation. (b) With respect repairable damage to any casualty or condemnation affecting a “material portion” of a Property Equipment as soon as reasonably practicable after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from any such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationoccurrence. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) If, on Lessee further agrees that all personal property of every kind or before description which may at any time be in the Closing Date, any “material portion” of a Property Leased Premises shall be (i) damaged at Lessee's sole risk, or destroyed at the risk of those claiming under the Lessee. Lessor shall not be responsible or liable to Lessee for any loss or damage that may be occasioned by fire the acts or other casualty omissions of persons occupying any space adjacent to or (ii) taken adjoining Lessee's Leased Premises, or any part thereof. Lessor shall not be responsible or liable to Lessee for any loss or damage resulting to Lessee or its property or its business from roof leaks, water, gas, steam, fire, or the bursting, stoppage or leaking of water and/or sewer pipes, or from the heating or plumbing fixtures, or from electric wires, or from gas or odors, or caused in any manner whatsoever. time, as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty any failure by Lessee to comply with the foregoing sentence or condemnation. (c) Ifany act or omission or commission by Lessee, on its employees, contractors or before the Closing Datelicensees, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with the use of which the Leased Premises are put (notwithstanding that such casualty use may be for the purposes hereinbefore permitted or condemnation. that such use may have been consented to by Lessor), the fire insurance rate(s) applicable to the Leased Premises, or the building in which same are located, or to any other premises in said building, or to any adjacent property owned or controlled by Lessor, or an affiliate of Lessor, and/or to the contents in any or all of the aforesaid properties (dincluding rent insurance relating thereto) For purposes shall be higher than that which would be applicable for the least hazardous type of this Section 9.2occupancy legally permitted therein, a “material portion” Lessee agrees that it will pay to Lessor, on demand, such portion of the premiums for all fire insurance policies in force with respect to an individual Property the aforesaid properties (including rent insurance relating thereto) and the contents of any occupant thereof as shall mean be attributable to such higher rate (s). If Lessee installs any portion electrical equipment that overloads the lines in the Leased Premises or the building in which materially the Leased Premises are located, Lessee shall, at its own cost and adversely affects access expense promptly make whatever changes are necessary to any Property, otherwise materially remedy such condition and adversely impacts the operation to comply with all requirements of the PropertyLessor and the Board of Fire Insurance Underwriters and any similar body and any governmental authority having jurisdiction thereof. For the purpose of this paragraph, any finding or which the cost to repair or restore will be equal to or in excess schedule of the lesser Fire Insurance Rating Organization having jurisdiction thereof shall be deemed to be conclusive. In the event that this Lease so permits and Lessee engages in the preparation of food or packaged foods or engages in the use, sale or storage of inflammable or combustible material, Lessee shall install chemical extinguishing devices (isuch as usual) fifty percent approved by the Fire Insurance Rating Organization and shall keep such devices under service as required by such organization. If natural gas is used in the Leased Premises, Lessee shall install gas cutoff devices (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.manual and automatic),

Risk of Loss. (a) IfExcept as otherwise provided in this Section 6.14, on during the Interim Period all risk of loss or before damage to the Closing Dateproperty included in the Acquired Assets shall, any “material portion” of a Property shall as between Buyer and Sellers, be (i) borne by Sellers. If during the Interim Period the Acquired Assets are damaged or destroyed by fire or other casualty (each such event, an “Event of Loss”), or are taken by a Governmental Entity by exercise of the power of eminent domain (iieach, a “Taking”), then the following provisions of this Section 6.14 shall apply: (a) taken In the case of the occurrence of (i) any one or more Events of Loss, as a result of which the aggregate costs to restore, repair or replace the Facilities or the Acquired Assets subject to such Event of Loss to a condition substantially equivalent to their prior condition, and the amount of any lost profits reasonably expected to accrue after Closing as a result of such Event of Loss, less any insurance proceeds received by Sellers in connection with such Event or Events of Loss (provided that any insurance proceeds received in connection with an Event or Events of Loss are either used to restore, repair or replace such Event or Events of Loss or made available to Buyer) and less any Tax benefits actually realized by Buyer in connection with such Event or Events of Loss, such amount pursuant to this clause (i) to be determined by an independent third party appraiser selected by Buyer and reasonably acceptable to Sellers (collectively, “Restoration Costs”) and/or (ii) any one or more Takings, as a result of which the value of the property subject to such Taking and the amount of any lost profits reasonably expected to accrue after Closing as a result of such Taking, less any condemnation or eminent domain proceedingaward received by Buyer (provided that any such condemnation award is made available to Buyer) and less any Tax benefits actually realized by Buyer in connection with such Taking, such amount pursuant to this clause (ii) to be determined by an independent third party appraiser selected by Buyer and reasonably acceptable to Sellers (collectively, the Sellers “Condemnation Value”), if the sum of all Restoration Costs and Condemnation Value, in the aggregate, is less than or equal to one percent (1%) of the Base Purchase Price, such Event of Loss and/or Takings shall promptly notify have no effect on the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnationtransactions contemplated hereby. (b) With respect Subject to the termination right of Buyer and Sellers set forth in clause (d) below, upon the occurrence of any casualty one or condemnation affecting more Events of Loss and/or Takings involving aggregate Restoration Costs and Condemnation Value in excess of one percent (1%) of the Base Purchase Price (a “material portion” Major Loss”), Sellers shall have, in the case of a Property after Major Loss relating solely to one or more Events of Loss, the option, exercised by notice to Buyer, to restore, repair or replace the damaged Acquired Assets prior to Closing to a condition substantially equivalent to their prior condition. If Sellers elect to so restore, repair or replace the Acquired Assets relating to a Major Loss, which election shall be made by notice to Buyer prior to the Closing Date and as soon as practicable following the occurrence of the Major Loss, Sellers will complete or cause to be completed the repair, replacement or restoration of the damaged Acquired Assets prior to the Closing and the Closing Date shall be postponed for the amount of time reasonably necessary to complete the restoration, repair or replacement of such Acquired Assets as reasonably agreed among Buyer and Sellers (including, if necessary, the extension of the date contemplated by Section 8.1(b)(i) to allow for the restoration, repair or replacement of this Agreementsuch Acquired Assets). If Sellers elect not to cause the restoration, (A) repair or replacement of the Sellers will credit against the Cash Consideration Amount payable Acquired Assets affected by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualtya Major Loss, or (B) Sellers will, at such Major Loss is the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of result in whole or in connection with such casualty part of one or condemnationmore Takings or is otherwise not capable of being restored, repaired or replaced, the provisions of Section 6.14(c) will apply. (c) IfSubject to the termination right of Buyer and Sellers set forth in clause (d) below, in the event that Sellers elect not to cause the restoration, repair or replacement of a Major Loss, or in the event that Sellers, having elected to cause repair, replacement or restoration of the Major Loss, fail to cause its completion within the period of time agreed upon by the Parties pursuant to Section 6.14(b), or in the event that a Major Loss is the result in whole or in part of one or more Takings or is otherwise not capable of being restored, repaired or replaced, then the Parties shall, within thirty (30) days following Sellers’ election not to cause the restoration, repair or replacement, failure to complete, or the occurrence of such Major Loss, as the case may be, adjust the Purchase Price by the aggregate Restoration Cost and Condemnation Value related thereto, as mitigated by any repair, replacement or restoration work actually completed by Sellers, on or before the Acquired Assets being sold to Buyer, and proceed to Closing Date, any portion of a Property that is not a “material portion” of (in which case all insurance proceeds and/or condemnation awards related to such Property Major Loss shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result assigned to Buyer). To assist Buyer in its evaluation of any condemnation or eminent domain proceedingand all Events of Loss, the Sellers shall promptly notify the provide Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal such access to the sum of (x) the net proceeds, if any, received by the Sellers from Acquired Assets and such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the information as Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or may reasonably request in connection with such casualty or condemnationtherewith. (d) For purposes of this Section 9.2, a “material portion” In the event that the aggregate Restoration Costs and Condemnation Value with respect to one or more Events of Loss and/or Takings equals an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or amount in excess of the lesser of (i) fifty ten percent (5010%) of the Allocated Asset Value of such Property Base Purchase Price, then either Buyer or (ii) $10,000,000Sellers shall have the right to terminate this Agreement upon Notice to the other Parties.

Risk of Loss. The risk of loss relating to Contributor’s Property Interest and the underlying Property prior to the Closing shall be borne by Contributor. If, prior to the Closing, (a) If, on the Property is materially or before the Closing Date, any “material portion” of a Property shall be (i) totally destroyed or damaged or destroyed by fire or other casualty or (iib) the Property is materially or totally taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option (such election to be made as soon as reasonably practicable following such occurrence and in any event prior to the Closing), determine not to acquire the Property Interest of Contributor relating to the Property that has been destroyed, damaged or taken as a result of described above. Contributor shall not have any condemnation obligation to repair or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of replace any such casualty damage, destruction or condemnation. (b) With respect taken property. Unless the Operating Partnership elects not to any casualty or condemnation affecting a “material portion” acquire the Property Interest of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers willContributor, at the Closing, assign Contributor shall pay or cause to be paid to the Buyer all rights of the SellersOperating Partnership any sums collected (directly or indirectly) by Contributor, if any, to the under any policies of insurance or condemnation award proceeds and relating to all other rights or claims arising out of or in connection with such casualty or condemnation. , if any, and otherwise assign to the Operating Partnership all rights (cdirectly or indirectly) If, on of Contributor to collect such sums as may then be uncollected except to the extent required for collection costs or before repairs by Contributor prior to the Closing Date, and provided that Contributor shall retain any portion of a Property that is not a insurance proceeds attributable to lost rents or other items applicable to any period prior to the Determination Date, and all rights thereto. As used in this Article 6, “material portionmaterially” of such Property shall be (i) destroyed, damaged or destroyed by fire taken refers to any casualty loss or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Dateany loss due to condemnation, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if anyin either case, to the insurance Property or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion thereof if (a) the cost of repairing or restoring the premises in question to substantially the same condition which materially existed prior to the event of damage would be, in the opinion of an architect or other qualified expert selected by Contributor and adversely affects access to any Propertyreasonably approved by the Operating Partnership, otherwise materially and adversely impacts or the operation amount of the Propertyproposed condemnation award is, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty greater than ten percent (5010%) of the Allocated Asset Value Total Consideration for the Property, (b) such loss or damage would entitle tenants occupying more than ten percent (10%) of the total rentable square footage at the Property, in the aggregate, to terminate their Leases or (c) such loss or damage otherwise materially impairs the current use or square footage of such Property (including parking, if material to such use) or (ii) $10,000,000access thereto. This Article 6 is an express agreement to the contrary under Section 5-1311 of the New York General Obligation Law.

Risk of Loss. (a) If, on In the event any of the Property is damaged or before destroyed prior to the Closing Date, such damage or destruction is covered by insurance maintained by Seller and the cost to repair such damage or destruction is less than Two Hundred Thousand Dollars ($200,000) as reasonably determined by Seller and 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 “material portion” portion of a the Property shall be (i) is damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard prior to the occurrence Closing, and it would cost more than Two Hundred Thousand Dollars ($200,000) more to repair such damage or effect of any destruction, or such casualty damage or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable destruction is not covered by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received insurance maintained by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualtySeller, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance condemnation proceedings are threatened or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, commenced against any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, then, notwithstanding anything to the contrary set forth in this Section, Buyer shall have the right, at its election, either to terminate this Agreement, or which to not terminate this Agreement and purchase the cost Property. If Buyer elects to repair purchase the Property subject to such damage, destruction or restore will 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 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 thirty (30) day period shall be equal deemed an election to or terminate this Agreement in excess its entirety. In the event this Agreement is terminated pursuant to this Section, Buyer and Seller shall each be released from all obligations hereunder, except as otherwise expressly provided herein, and Buyer shall be entitled to a return of the lesser of (i) fifty percent (50%) of Deposit. The Closing Date shall be extended, as necessary, to provide the Allocated Asset Value of such Property or (ii) $10,000,000parties with the election periods contemplated herein.

Risk of Loss. (a) IfThe risk of loss, on damage, or before destruction to any of the Closing Date, any “material portion” of a Property Acquired Assets shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result remain with the Seller until the Closing. In the event of any condemnation such loss, damage, or eminent domain proceeding, destruction the Sellers shall Seller will promptly notify the Buyer in writingof all particulars thereof, stating the cause thereof (if known) and the extent to which the cost of restoration, replacement and repair of the Acquired Assets lost, damaged or destroyed will be reimbursed under any insurance policy with respect thereto. The Buyer 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 commercially reasonable efforts to restore as promptly as possible transmissions as authorized in the FCC Licenses. The Closing Date shall be bound extended (with FCC consent, if necessary) for up to purchase sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of the affected Properties for date of the Allocated Asset Value Seller's notice to the Buyers, and the Buyers determine that the Seller's failure to repair or replace, alone or in respect the aggregate with any other then existing factors, would have a material adverse effect on the operation of such Properties the Stations: (after taking into account a) the adjustments for net prorations and other adjustments provided for in Buyers may elect to terminate this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.; or (b) With respect the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to any casualty or condemnation affecting a “material portion” an extent reasonably satisfactory to the Buyers, unless the same cannot be reasonably effected within sixty (60) days of a Property after the date of the Seller's notice to the Buyers, in which case either party may terminate this Agreement, ; or (Ac) the Sellers will credit against Buyers may choose to accept the Cash Consideration Amount payable Acquired Asset in their then existing condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(q), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfThe risk of loss, on damage, or before destruction to any of the Closing Date, any “material portion” of a Property Acquired Assets shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result remain with the Seller until the Closing. In the event of any condemnation such loss, damage, or eminent domain proceeding, destruction the Sellers shall Seller will promptly notify the Buyer in writingof all particulars thereof, stating the cause thereof (if known) and the extent to which the cost of restoration, replacement and repair of the Acquired Assets lost, damaged or destroyed will be reimbursed under any insurance policy with respect thereto. The Buyer 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 FCC Licenses. The Closing Date shall be bound extended (with FCC consent, if necessary) for up to purchase sixty (60) days to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of the affected Properties for date of the Allocated Asset Value Seller's notice to the Buyers, and the Buyers determine that the Seller's failure to repair or replace, alone or in respect the aggregate with any other then existing factors, would have a material adverse effect on the operation of such Properties the Stations: (after taking into account a) the adjustments for net prorations and other adjustments provided for in Buyers may elect to terminate this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.; or (b) With respect the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to any casualty or condemnation affecting a “material portion” an extent reasonably satisfactory to the Buyers, unless the same cannot be reasonably effected within ninety (90) days of a Property after the date of the Seller's notice to the Buyers, in which case either party may terminate this Agreement, ; or (Ac) the Sellers will credit against Buyers may choose to accept the Cash Consideration Amount payable Acquired Asset in their "then" condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets.. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(q), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfThe risk of loss, on damage, or before destruction to any of the Closing Date, any “material portion” of a Property Acquired Assets shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result remain with the Seller until the Closing. In the event of any condemnation such loss, damage, or eminent domain proceeding, destruction the Sellers shall Seller will promptly notify the Buyer in writingof all particulars thereof, stating the cause thereof (if known) and the extent to which the cost of restoration, replacement and repair of the Acquired Assets lost, damaged or destroyed will be reimbursed under any insurance policy with respect thereto. The Buyer 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 FCC Licenses. The Closing Date shall be bound extended (with FCC consent, if necessary) for up to purchase the affected Properties for the Allocated Asset Value in respect sixty (60) days after such loss, damage or destruction to permit such repair or replacement. If repair or replacement cannot be accomplished within sixty (60) days of such Properties loss, damage or destruction, and the Buyers determine that the Seller's failure to repair or replace, alone or in the aggregate with any other then existing factors, would have a material adverse effect on the operation of the Station: (after taking into account a) the adjustments for net prorations and other adjustments provided for in Buyers may elect to terminate this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.; or (b) With respect the Buyers may postpone the Closing Date until such time as the property has been repaired, replaced or restored in a manner and to any casualty or condemnation affecting a “material portion” an extent reasonably satisfactory to the Buyers, unless the same cannot be reasonably effected within ninety (90) days of a Property after the date of the Seller's notice to the Buyers, in which case either party may terminate this Agreement, ; or (Ac) the Sellers will credit against Buyers may choose to accept the Cash Consideration Amount payable Acquired Asset in their "then" condition, together with the Seller's assignment to the Buyers of all rights under any insurance claims covering the loss, damage or destruction and payment over to the Buyers of any proceeds under any such insurance policies, previously received by the Buyer at the Closing Seller with respect thereto plus an amount equal to the sum amount of (x) any deductible or self-insurance maintained by Seller on such Acquired Assets. In the net proceedsevent the Closing Date is postponed pursuant to this Section 4(q), if any, received by the Sellers from such casualty or condemnation and (y) parties hereto will cooperate to extend the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at time during which this Agreement must be closed as specified in the Closing, assign to the Buyer all rights consent of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationFCC. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. From the date hereof through (abut not including) Ifthe Closing Date, on all risk of loss or damage to the assets or properties included in the Purchased Assets (other than the Decommissioning Funds) shall be borne by Seller. Notwithstanding any provision hereof to the contrary, subject to Section 10.1(h), if, before the Closing Date, all or any “material portion” portion of the Purchased Assets is (i) condemned or taken by eminent domain or is the subject of a Property shall be pending or threatened condemnation or taking which has not been consummated or (iii) damaged or destroyed by fire or other casualty casualty, Seller shall notify Buyers promptly in writing of such fact, and (x) in the case of a condemnation or taking, Seller shall assign or pay, as the case may be, any proceeds thereof to PECO, to the extent of the PECO Interest, and to PSEG, to the extent of the PSEG Interest, at the Closing and (iiy) taken as in the case of a result fire or other casualty, Seller shall either restore such damage or assign the insurance proceeds therefor (and pay the amount of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value deductible and/or self-insured amount in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreementcasualty) as required by the terms hereof without regard to PECO, to the occurrence or effect extent of any such casualty or condemnation. (b) With respect the PECO Interest, and to any casualty or condemnation affecting a “material portion” of a Property after the date of this AgreementPSEG, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum extent of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers willPSEG Interest, at the Closing. Notwithstanding the foregoing, assign if such condemnation, taking, damage, destruction or other casualty results in a Material Adverse Effect, Buyers and Seller shall negotiate to settle the Buyer all rights loss resulting from such condemnation, taking, damage, destruction or other casualty (and such negotiation shall include the negotiation of a fair and equitable reduction of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out Purchase Price). If no such settlement can be agreed upon within sixty (60) days after Seller has notified Buyers of or in connection with such casualty or condemnation. (c) Ifloss, then PECO and PSEG, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualtyone hand, or (B) Sellers willSeller on the other hand, at the Closing, assign may terminate this Agreement pursuant to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationSection 10.1(h). (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) If, after the Effective Date but on or before the Closing Date, the Hotel or any “material portion” of a Property portion thereof shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers Seller shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreementand, (A) the Sellers at Closing, Seller will credit against the Cash Consideration Amount Purchase Price payable by the Buyer at the Closing an amount equal to the sum net proceeds (other than on account of (x) business or rental interruption relating to the net proceedsperiod prior to Closing), if any, received by Seller as a result of such casualty or condemnation, plus the Sellers from amount of any deductible payable by Buyer (unless such casualty or condemnation and (y) constitutes a Material Casualty or Material Condemnation, as applicable), less any amounts spent by Seller to restore the applicable deductibleHotel. Subject to subsection 9.2(d), if anyas of the Closing Date, with respect to Seller has not received any such casualtyinsurance or condemnation proceeds, then the parties shall nevertheless consummate on the Closing Date the conveyance of the Assets (without any credit for such insurance or (Bcondemnation proceeds except for a credit for any deductible payable by Buyer under such insurance) Sellers will, and Seller will at the Closing, Closing assign to the Buyer all rights of the SellersSeller, if any, to the insurance or condemnation proceeds (other than on account of business or rental interruption relating to the period prior to Closing) and to all other rights or claims arising out of or in connection with such casualty or condemnation. (cb) IfNotwithstanding the provisions of subsection 9.2(a), if, on or before the Closing Date, the Hotel or any portion of a Property that is not a “material portion” of such Property thereof shall be (i) damaged or destroyed by fire or other casualty a Material Casualty or (ii) taken as a result of a Material Condemnation, Buyer shall have the right, exercised by notice to Seller no more than five (5) days after Buyer has received notice of such Material Casualty or Material Condemnation, to terminate this Agreement, in which event the Deposit shall be refunded to Buyer and neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement. If Buyer fails to timely terminate this Agreement in accordance with this subsection 9.2(b), the provisions of subsection 9.2 (a) shall apply. As used in this subsection 9.2(b), a “Material Casualty” shall mean any damage to the Hotel or any portion thereof by fire or other casualty that in Seller’s reasonable judgment may be expected to cost in excess of One Million and no/100 Dollars ($1,000,000.00) to repair. As used in this subsection 9.2(b), a “Material Condemnation” shall mean a taking of the Hotel or any material portion thereof as a result of a condemnation or eminent domain proceeding, proceedings that permanently impairs the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired use and restored as value of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts which cannot be restored to substantially the operation of same use and value as before the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000taking.

Risk of Loss. (a) Between the date hereof and the Closing Date, all risk of loss or damage to the assets and properties of PGV, including the Plant, shall be borne by Seller except as set forth in Section 8.3. (b) If before the Closing Date all or any portion of the Plant becomes subject to any condemnation or eminent domain proceeding (the "Condemned Portion"), Seller shall notify Purchaser promptly in writing of such fact. If the fair market value of the Condemned Portion is less than twenty-five percent (25%) of the Initial Purchase Price and the remaining portion of the Plant may be operated and generate electricity in a manner and amount substantially similar to that in which the entire Plant was operated immediately prior to the Effective Date, Seller shall, at its option, either (i) reduce the Initial Purchase Price by the fair market value of the Condemned Portion (such value to be determined as of the date immediately prior to such condemnation or eminent domain proceeding), or (ii) assign to Purchaser at the Closing any claim, settlement, or proceeds thereof related to such proceeding to which Seller or any Affiliate of Seller may be entitled. Any failure of a condition to Closing related to any such proceeding of which Seller shall have so notified Purchaser shall be deemed not to exist, provided, that Seller exercises its election pursuant to the preceding sentence within a reasonable period of time. If, on or before the Closing Date, all or any “material portion” portion of a Property shall be (i) damaged the Plant becomes subject to or destroyed by fire or other casualty or (ii) taken as a result of is threatened with any condemnation or eminent domain proceedingproceeding and the fair market value of the Condemned Portion is greater than twenty-five percent (25%) of the Initial Purchase Price, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound then Purchaser may elect either to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) require Seller upon the net proceedsClosing to assign to Purchaser any claim, if anysettlement, received by or proceeds thereof related to such proceeding to which Seller or any Affiliate of Seller may be entitled and proceed with the Sellers from such casualty Transactions, or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationterminate this Agreement. (c) If, on or If before the Closing Date, Date all or any portion of the Plant is damaged or destroyed (the "Damaged Portion") (whether by fire, theft, vandalism or other casualty) in whole or in part, and the fair market value of Damaged Portion or the cost of repair of the Damaged Portion is less than twenty-five percent (25%) of the Initial Purchase Price, and the undamaged portion of the Plant may be repaired so that the Plant may be operated and generate electricity in a Property manner and amount substantially similar to that is not a “material portion” of such Property shall be in which it was operated immediately prior to the Effective Date, Seller shall, at its option, either (i) damaged or destroyed reduce the Initial Purchase Price by fire or other casualty or the lesser of the actual cash value of the Damaged Portion (ii) taken such value to be determined as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect date immediately prior to such damage or destruction that has been fully repaired and restored calculated as the replacement cost of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualtyDamaged Portion), or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the estimated cost to repair or restore will the same, or (ii) bear the costs of repairing or restoring the Damaged Portion and, at Seller's election, delay the Closing and any right to terminate this Agreement for a reasonable time necessary to accomplish the same. Any failure of a condition to Closing related to any such damage or destruction of which Seller shall have so notified Purchaser shall be equal deemed not to exist, provided, that Seller exercises its election pursuant to the preceding sentence within a reasonable period of time. If the Plant is damaged or destroyed (whether by fire, theft, vandalism or other casualty) in whole or in excess of part prior to the Closing and the lesser of the actual cash value of the Damaged Portion (idetermined as provided above) fifty or the cost of repair of the Damaged Portion is greater than twenty-five percent (5025%) of the Allocated Asset Value Initial Purchase Price, then Purchaser may elect either to (x) require Seller upon the Closing to transfer to Purchaser the proceeds (or the right to the proceeds) of such Property applicable insurance to which Seller or any Affiliate of Seller (other than PGV) may be entitled and proceed with the Transactions, or (iiy) $10,000,000terminate this Agreement.

Risk of Loss. The risk of any loss, damage or impairment, confiscation or condemnation (each an “Event of Loss”) of the Broadcasting Assets or any part thereof from fire or any other casualty or cause shall be borne by Sellers at all times prior to the Closing. Notwithstanding anything in this Agreement to the contrary, upon the occurrence of an Event of Loss, (a) Ifthe proceeds of or any claim for any loss payable prior to Closing under any insurance policy, on claim, judgment or before award with respect thereto (collectively, the “Proceeds”) shall be paid to Granite and (b) Sellers shall use commercially reasonable efforts to repair, replace or restore any such Broadcasting Assets as soon as possible after such loss, impairment, confiscation or condemnation. If Granite reasonably concludes that such repair, replacement and restoration cannot be accomplished by the scheduled Closing Date (i.e. that date upon which all other conditions set forth in Article VII have been satisfied or waived), but can be accomplished within 30 days after such date, the Closing Date, any “material portion” of a Property Date shall be postponed for that 30-day period in order for Sellers to undertake such repair, replacement and restoration; if, however, the repair, replacement or restoration cannot be accomplished within that 30-day period, Buyer shall have the option to (i) damaged terminate this Agreement without any continuing obligation either from Buyer or destroyed by fire or any Seller to the other casualty or parties, (ii) taken to postpone the Closing until such time as a result those Broadcasting Assets which are the subject of any condemnation the Event of Loss have been restored or eminent domain proceedingreplaced to their condition immediately prior to the Event of Loss, or (iii) accept the assets “as is,” in lieu of such repair, replacement or restoration, in which event the Sellers shall promptly notify assign to Buyer at the Buyer Closing all of their rights under any insurance policies (including business interruption and “extra expense” insurance proceeds) and all Proceeds actually received by Sellers, in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value each case in respect of such Properties (after taking into account Event of Loss. Notwithstanding the adjustments for net prorations foregoing, only the assets damaged pursuant to such Event of Loss shall be accepted “as is” and other adjustments provided for in this Agreement) there shall be no limitation as required by the terms hereof without regard to the occurrence any representation or effect of any such casualty or condemnation. (b) With warranty set forth herein with respect to any casualty or condemnation affecting a “material portion” of a Property after other assets included in the date of this Agreement, (A) Broadcasting Assets and/or the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationBusiness. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfPrior to the Closing, on and notwithstanding the pendency of this Agreement, the entire risk of loss or before damage by earthquake, flood, landslide, fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this section. In the 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 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 “material portion” of a the Property shall be (i) is damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard prior to the occurrence or effect Closing, and the cost of any such casualty or condemnation. repair would exceed One Hundred Thousand Dollars (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty$100,000), or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, proceedings are commenced against any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, then, notwithstanding anything to the contrary set forth in this section, Buyer shall have the right, at its election, either to terminate this Agreement or which purchase the Property. Buyer shall have thirty (30) days after 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”). 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 Purchase Price an amount reasonably determined by Seller and Buyer (after consultation with unaffiliated experts) to be the cost of repairing such damage or destruction. Buyer’s failure to repair or restore will deliver the Election Notice within such thirty (30) day period shall be equal deemed an election to or in excess of purchase the lesser of (i) fifty percent (50%) of Property. In the Allocated Asset Value of such Property or (ii) $10,000,000event this Agreement is terminated pursuant to this section, Buyer and Seller shall each be released from all obligations hereunder, but Seller shall return the Deposit and all accrued interest thereon to Buyer.

Risk of Loss. Buyer shall solely bear the risk of loss with respect to the Acquired Assets for any event or occurrence after the Closing. Except as otherwise provided in this Section 5.10, during the Interim Period all risk of loss or damage to the property or assets of Seller shall, as between Buyer and Seller, be borne by Seller. If during the Interim Period the property or assets of Seller are damaged by fire, equipment breakage or other casualty (each such event, an “Event of Loss”), or are taken by a Governmental Entity by exercise of the power of eminent domain (each, a “Taking”), then the following provisions of this Section 5.10 shall apply: (a) If, on or before Following the Closing Date, any “material portion” occurrence of a Property shall be (i) damaged any one or destroyed by fire more Events of Loss, if the aggregate costs to restore, repair or other casualty replace the property or (ii) taken assets of Seller subject to such Event of Loss to a condition reasonably comparable to their prior condition, plus the amount of any lost profits reasonably expected to accrue after Closing as a result of such Event of Loss, such amount pursuant to this clause (i) to be determined by an independent third party appraiser mutually selected by the Parties (collectively, “Restoration Costs”) and (ii) any one or more Takings, if the value of the property subject to such Taking plus the amount of any lost profits reasonably expected to accrue after Closing as a direct result of such Taking, less any condemnation or eminent domain proceedingaward received by Buyer (provided, that any such condemnation award is made available to Buyer), such amount pursuant to this clause (ii) to be determined by an independent third party appraiser mutually selected by the Parties (collectively, the Sellers shall promptly notify “Condemnation Value”), is, in the Buyer in writing. The Buyer aggregate, less than or equal to $3,500,000, there shall be bound to purchase no effect on the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnationtransactions contemplated hereby. (b) With respect Subject to the termination right of Buyer and Seller set forth in clause (d) below, upon the occurrence of any casualty one or condemnation affecting more Events of Loss or Takings involving aggregate Restoration Costs and Condemnation Value in excess of $3,500,000 (a “material portion” Major Loss”), Seller shall have, in the case of a Property after Major Loss relating solely to one or more Events of Loss, the date of this Agreementoption, (A) exercised by notice to Buyer, to restore, repair or replace the Sellers will credit against damaged assets or properties prior to Closing to a condition reasonably comparable to their prior condition. If Seller elects to so restore, repair or replace the Cash Consideration Amount payable assets or properties relating to a Major Loss, which election shall be made by the notice to Buyer at prior to the Closing an amount equal Date and as soon as practicable following the occurrence of the Major Loss, Seller will complete or cause to be completed the repair, replacement or restoration of the damaged assets or property prior to the sum Closing and the Closing Date shall be postponed for the amount of (x) time reasonably necessary to complete the net proceedsrestoration, if anyrepair or replacement of such property or assets as reasonably agreed among Buyer and Seller to allow for the restoration, received repair or replacement of such assets or properties, provided, that in no event shall such postponement extend beyond the Outside Date). If Seller elects not to cause the restoration, repair or replacement of the property or assets affected by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualtya Major Loss, or (B) Sellers will, at such Major Loss is the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of result in whole or in connection with such casualty part of one or condemnationmore Takings or is otherwise not capable of being restored, repaired or replaced, the provisions of Section 5.10(c) will apply. (c) IfSubject to the termination right of Buyer and Seller set forth in clause (d) below, on in the event that Seller elects not to cause the restoration, repair or before the Closing Date, any portion replacement of a Property Major Loss, or in the event that Seller, having elected to cause repair, replacement or restoration of the Major Loss, fails to cause its completion within the period of time agreed upon by the Parties pursuant to Section 5.10(b) (subject to extension for up to ninety (90) days for causes beyond Seller’s control), or in the event that a Major Loss is the result in whole or in part of one or more Takings or is otherwise not a “material portion” capable of being restored, repaired or replaced, then the Parties shall, within thirty (30) days following Seller’s election not to cause the restoration, repair or replacement, failure to complete, or the occurrence of such Property shall be (i) damaged Major Loss, as the case may be, adjust the Base Purchase Price by the aggregate Restoration Cost and Condemnation Value related thereto, as mitigated by any repair, replacement or destroyed restoration work actually completed by fire Seller on the assets or other casualty or (ii) taken as a result properties being sold to Buyer, and proceed to Closing. To assist Buyer in its evaluation of any condemnation or eminent domain proceedingand all Events of Loss, the Sellers Seller shall promptly notify the provide Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal such access to the sum of (x) the net proceeds, if any, received by the Sellers from properties and assets and such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the information as Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or may reasonably request in connection with such casualty or condemnationtherewith. (d) For purposes of this Section 9.2, a “material portion” In the event that the aggregate Restoration Costs and Condemnation Value with respect to one or more Events of Loss and/or Takings equals an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or amount in excess of $35,000,000, then either Buyer or Seller shall have the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000right to terminate this Agreement.

Risk of Loss. (a) If, on The risk of loss or before damage to the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty shall be borne by Contributor until Closing, provided that Closing under this Agreement in fact occurs. If prior to Closing (i) condemnation proceedings are commenced against all or any material portion of the Property, or (ii) taken as a result if the Property is damaged by fire or other casualty to the extent that the cost of repairing such damage shall be Two Hundred Thousand Dollars ($200,000.00) or more, or (iii) if the Property is damaged by an uninsured risk; or (iv) if the Property becomes subject to litigation which may deprive FWRLP of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound material benefit to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard which it would become entitled pursuant to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, then FWRLP shall have the right, upon notice in writing to the Contributor delivered within thirty (A30) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at days after actual notice of such condemnation or fire or other casualty or litigation, and in all events prior to the Closing Date to terminate this Agreement, and thereupon the parties shall be released and discharged from any further obligations to each other and the Deposit shall be refunded to FWRLP. If FWRLP fails to send such notice within such 30-day period (time being of the essence) FWRLP shall be deemed to have elected not to terminate this Agreement. If FWRLP does not elect to terminate this Agreement or in the event of fire or other casualty not giving rise to a right to terminate this Agreement by FWRLP, FWRLP shall be entitled to an assignment of all of Contributor`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, as the case may be, and Contributor shall have no obligation to repair or restore the Property; provided, however, that the Unit portion of the Consideration shall be reduced by an amount equal to the sum of (xa) the net proceeds, if any, received "deductible" applied by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualtyContributor's insurance policy, or (Bb) Sellers willif the Contributor is self-insured, at the Closingcost of repairing such damage. If FWRLP does not elect to terminate this Agreement as aforesaid, assign FWRLP shall have the right to participate in the Buyer all rights negotiation and settlement of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such any casualty or condemnation-related claim. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfSubject to Section 9.2(b) hereof, if, on or before the Closing Date, an individual Property or any “material portion” of a Property portion thereof shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers Seller shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase and, at Closing, the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers Seller will credit against the Cash Consideration Amount Purchase Price payable by the Buyer at the Closing an amount equal to the sum net proceeds (other than on account of (x) business or rental interruption relating to the net proceedsperiod prior to Closing), if any, received by the Sellers from Seller as a result of such casualty or condemnation and (y) condemnation, plus the applicable amount of any deductible, if anyless any amounts spent to restore the Property. If as of the Closing Date, with respect to the Seller has not received any such casualtyinsurance or condemnation proceeds, then the parties shall nevertheless consummate on the Closing Date the conveyance of the Asset (without any credit for such insurance or (Bcondemnation proceeds except for a credit for any deductible under such insurance) Sellers will, and the Seller will at the Closing, Closing assign to the Buyer all rights of the SellersSeller, if any, to the insurance or condemnation proceeds (other than on account of business or rental interruption relating to the period prior to Closing) and to all other rights or claims arising out of or in connection with such casualty or condemnation. (cb) IfNotwithstanding the provisions of subsection 9.2(a), if, on or before the Closing Date, an individual Property or any portion of a Property that is not a “material portion” of such Property thereof shall be (i) damaged or destroyed by fire or other casualty a Material Casualty or (ii) taken as a result of a Material Condemnation, the Buyer shall have the right, exercised by notice to the Seller no more than ten Business Days after the Buyer has received notice of such Material Casualty or Material Condemnation, to terminate this Agreement, in which event the Deposit shall be refunded to the Buyer and neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement. If the Buyer fails to timely terminate this Agreement in accordance with this subsection 9.2(b), the provisions of subsection 9.2(a) shall apply. As used in this subsection 9.2(b), a “Material Casualty” shall mean any damage to an individual Property or any portion thereof (including the buildings or the related FF&E) by fire or other casualty that (x) would cost in excess of five percent (5%) of the Purchase Price allocated to such individual Property to repair, (y) as a result of applicable zoning laws, may not be repaired to substantially the same condition as prior to such damage, or (z) with respect to the Crowne Plaza Property only, a loss of the primary access ways to the Crowne Plaza Property or a loss of more than 25% of the parking for the Crowne Plaza Property, and such loss or access or parking can not be repaired to substantially the condition as existed prior to such casualty or otherwise replaced with a commercially reasonable alternative by the later of (I) 45 days after the Closing (provided that if this clause (I) applies and clause (II) below is not applicable, the Buyer shall have the right, by written notice to Seller prior to the Closing Date, to adjourn the Closing to the earlier of 45 days after the then scheduled Closing Date or 5 Business Days after the loss of access or parking is repaired or replaced as required above) or (II) in the event that the proceeds of Seller’s business interruption insurance is assignable to Buyer, the expiration of such business interruption insurance. As used in this subsection 9.2(b), a “Material Condemnation” shall mean a taking of an individual Property or any material portion thereof as a result or a condemnation or eminent domain proceeding, proceedings that permanently (i) materially adversely affects the Sellers shall promptly notify ability to use the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as remainder of the Closing DateProperty as currently operated, (Aii) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal materially restricts vehicular or pedestrian access to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise (iii) materially and adversely impacts reduces the operation number of parking spaces located at the Property, or (iv) causes the Property to be out of compliance with applicable zoning laws and ordinances, and which the cost to repair or restore will be equal such Property to or the to substantially the same use and value as before the taking would cost in excess of the lesser of (i) fifty five percent (505%) of the Allocated Asset Value of Purchase Price allocated to such Property or (ii) $10,000,000individual Property.

Risk of Loss. (a) If, on The risk of loss or before damage to the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty until the Closing shall be borne by the Contributors. If prior to Closing (i) condemnation proceedings are commenced against all or any portion of the Property, or (ii) taken as a result of any condemnation or eminent domain proceeding, if the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty to the extent that the cost of repairing such damage shall be Two Hundred Thousand Dollars ($200,000.00) or more based on the good faith estimate of an independent contractor selected by the General Partner and reasonably approved by FWRLP, or (iiiii) taken as a result if the Property is damaged by an uninsured risk, or (iv) if the Property becomes subject to litigation which may deprive FWRLP of any material benefit to which it would become entitled pursuant to this Agreement, then FWRLP shall have the right, upon notice in writing to the Contributors delivered within thirty (30) days after actual notice of such condemnation or eminent domain proceedingfire or other casualty or litigation, to terminate this Agreement, and thereupon the Sellers parties shall promptly notify be released and discharged from any further obligations to each other and the Buyer thereof Deposit shall be refunded to FWRLP. If FWRLP does not elect to terminate this Agreement or in writing andthe event of fire or other casualty not giving rise to a right to terminate this Agreement by FWRLP, except FWRLP shall be entitled to an assignment of all of the proceeds of fire or other casualty insurance proceeds and the rent insurance proceeds payable with respect to damage the period after Closing or destruction that has been fully repaired and restored as of the Closing Datecondemnation award, as the case may be (A) i.e., such proceeds shall remain in the Sellers will credit against Partnership for the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum benefit of (x) the net proceedsFWRLP), if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property Contributors shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost have no obligation to repair or restore will be equal to or in excess the Property; provided, however, that the Unit portion of the lesser of Consideration shall be reduced (i) fifty percent (50%) of based on the Allocated Asset Value of such Property or (ii) $10,000,000.Unit

Risk of Loss. (a) If, on or before If prior to the Closing Date, all of the Real Property or any “material portion” of a 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 proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, Seller shall within two (2) days of learning of any such event, notify Buyer thereof. In such event, Buyer shall have the option to: (i) damaged terminate this Agreement upon written notice to Seller, in which event the portion of the Deposit allocable to the Property, as set forth on Exhibit “B” hereto, shall be returned to Buyer, without the consent or destroyed joinder of Seller being required and notwithstanding any instructions to the contrary which might be provided by fire or Seller, and, thereafter, this Agreement shall be deemed to be null, void and of no further force and effect other casualty than those obligations which expressly survive a termination of this Agreement; or (ii) taken accept title to the Real Property with no adjustment of the Purchase Price and upon the Closing, Seller shall assign, transfer and set over to Buyer all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for any such taking, or Seller 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 as a result of any condemnation material loss or eminent domain proceedingtaking, the Sellers provision set forth in Section 40 hereof that such termination applies to all Companion Agreements shall promptly notify the Buyer in writing. The Buyer not apply, and such termination shall be bound apply, solely to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, and all other Companion Agreements shall continue in full force and effect. In the event this Agreement is terminated pursuant to the provisions of this paragraph: (Ai) same shall not violate the conditions set forth in Paragraph 40 herein and the remainder of the Companion Agreements shall proceed to Closing; and (ii) the Sellers will credit against Seller’s retention and operating of the Cash Consideration Amount payable by Property as a result of the Buyer at termination shall not be deemed to violate any non-compete provisions contained herein. In the Closing event an amount equal to immaterial part of the sum Real Property is damaged, destroyed or taken, this Agreement shall remain in full force and effect with no adjustment of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation Purchase Price and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at upon the Closing, assign Seller shall assign, transfer and set over to the Buyer all rights of the Sellersright, if any, to the insurance or condemnation proceeds title and interest of Seller in and to all other rights any awards that have been or claims arising out that may thereafter be made for any such taking, and Seller 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 or in connection with such casualty or condemnation. (c) If, on or before any uninsured loss. A “Material” part of the Closing Date, any portion of a Property that is not a “material portion” of such Real Property shall be deemed to have been damaged, destroyed or taken if (i) damaged or destroyed by fire or other the financial impact of such casualty on the value of the Property is reasonably likely to exceed ten percent (10%) of the Purchase Price, or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such a casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair any casualty equals or restore will be equal exceeds $150,000, as estimated by an engineer or architect reasonably acceptable to Seller and Buyer, or in excess (iii) with respect to a condemnation, such condemnation affects parking, access to the Property or otherwise materially or adversely affects the continued operation of the lesser Property as a self-storage facility (herein, a “Material Condemnation”). An “immaterial” part of the Real Property shall be deemed to have been damaged, destroyed or taken if (i) fifty the financial impact of such casualty on the value of the Property is reasonably likely to equal ten percent (5010%) of the Allocated Asset Value of such Property Purchase Price or less, or (ii) with respect to a casualty, the cost to repair any casualty is less than $10,000,000150,000, as estimated by an engineer or architect reasonably acceptable to Seller and Buyer, or (iii) with respect to a condemnation, any such condemnation or taking is other than a Material Condemnation. Seller shall have no additional obligation if such insurance proceeds or condemnation awards are insufficient to repair such damage.

Risk of Loss. (a) If, on or before the Closing Date, either Property or any “material portion” of a Property portion thereof shall be (i) damaged or destroyed by fire or other casualty or (ii) taken or threatened to be taken as a result of any condemnation or eminent domain proceeding, the Sellers Seller shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnationBuyer. (b) With As soon as practicable after the occurrence of such casualty or an actual condemnation, as opposed to a threatened condemnation , Seller shall notify Buyer of (i) the estimated cost of restoration of the relevant Property with respect to any casualty as determined by written estimate of an independent construction contractor chosen by Seller or Property Owner with Buyer's approval not to be unreasonably withheld or (ii) the estimated loss in value of the relevant Property as a result of such condemnation affecting a “material portion” as determined by written estimate of an independent appraisal firm chosen by Seller or the Property Owner, with Buyer's approval not to be unreasonably withheld. If the estimated cost of restoration arising out of a Property after casualty or estimated loss in value arising out of a condemnation, shall be $5,000,000 or less, then notwithstanding any provision in this Agreement to the date of this Agreementcontrary, (A) the Sellers Seller will credit against the Cash Consideration Amount Purchase Price payable by the Buyer (applied to the installment of the Purchase Price due at the Closing at which the Property that is the subject of the casualty or condemnation is transferred to Buyer) an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers Seller from such casualty or condemnation and (y) less any amounts spent by the applicable deductible, if any, Seller or Property Owner prior to Closing with respect to a restoration of the subject Property. If as of the Closing Date, the Seller or Property Owner has not received any such casualty, insurance or condemnation proceeds then the parties shall nevertheless consummate on the Closing Date the conveyance of the relevant Asset (Bwithout any deduction for such insurance or condemnation proceeds) Sellers will, and the Seller will at the Closing, Closing assign to the Buyer all rights of the SellersSeller, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If. If the estimated cost of restoration arising from a casualty or the loss in value of the relevant Property arising from a condemnation exceeds $5,000,000, on or before then Buyer shall have the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be option to either (i) damaged or destroyed terminate this Agreement and the Xxxxxxx Money being held by fire or other casualty Escrow Agent shall be immediately returned to Buyer, and thereupon this Agreement shall terminate and be of no further force and effect or (ii) taken accept the Property "as a result is" together with an assignment of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationproceeds. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. After the expiration of the Study Period (a) If, on in the event all or before a portion of the Closing Date, Improvements with respect to any “material portion” of a Property shall should be (i) damaged or destroyed by fire or other casualty prior to the Closing, the Meditrust Parties shall have ten (10) Business Days to provide notice to the Purchaser of their reasonable estimate (based on estimates obtained from an independent contractor) of the cost to repair the same (the "Meditrust Estimate"). In the event that (X) with respect to any casualty, the Meditrust Estimate exceeds ONE MILLION DOLLARS ($1,000,000.00) (the "Individual Casualty Threshold"), (y) more than one casualty occurs and the sum of any six (6) or more of the Meditrust Estimates exceeds FIVE MILLION DOLLARS ($5,000,000.00) in the aggregate (the "Aggregate Casualty Threshold") or (iiz) taken with respect to any casualty (1) any Tenant that is not subject to any Bankruptcy Proceeding shall have the right to terminate its Lease (other than as a result of any condemnation the failure of the landlord thereunder to restore such damage) and such right has not expired (without exercise) or eminent domain proceeding, the Sellers shall promptly notify the Buyer been waived (in writing. The Buyer ) prior to the Closing, (2) the HUD Mortgagee shall be bound have the right to purchase accelerate the affected Properties for HUD Loan or to apply the Allocated Asset Value insurance proceeds toward the payment thereof and such right has not expired (without exercise) or been waived (in respect writing) prior to the Closing, (3) affecting any Property which is owned or leased by a Borrower or Tenant that is the subject of a Bankruptcy Proceeding, if such Properties (after taking into account Borrower or Tenant has not obtained prior to the adjustments for net prorations and other adjustments provided for Closing any necessary bankruptcy court approvals required to allow such Borrower or Tenant to use the insurance proceeds in this Agreement) as required the manner contemplated by the terms hereof applicable Loan Documents or Lease Documents or (4) the Brookline Ground Lessor or the ground lessor under any Ground Lease shall have the right to terminate the Brookline Ground Lease or its interest under any Ground Lease, as the case may be, and such right has not expired (without regard exercise) or been waived (in writing) prior to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this AgreementClosing, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if anyTHEN, with respect to such casualtyeach casualty described in clauses (x) and (z) above and with respect to any other applicable casualty after the Aggregate Casualty Threshold has been reached, or (B) Sellers will, at the Closing, assign Purchaser may elect to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.either: (ci) Iftreat each damaged Facility as a Rejected Facility in accordance with the provisions of Section 10.2 hereof, and (X) the Purchaser shall have no further obligations or liabilities with respect to such Rejected Facility (and the Property and the Lease Documents or Loan Documents relating thereto) hereunder, (y) on or before prior to the Closing Date, if the Rejected Facility is included within the definition of the Leased Properties, the applicable Subsidiary that owns such Rejected Facility shall transfer such Rejected Facility (and the Property and the Lease Documents relating thereto) to another entity owned or controlled by Meditrust other than any portion of a Property that other Subsidiary, unless such Rejected Facility is not a “material portion” of such Property the Fresno, CA Facility; in which event, Meditrust-California shall transfer the Fresno Partnership Interests to another entity owned or controlled by Meditrust other than any Subsidiary and (z) the Purchaser shall be (i) damaged or destroyed by fire or other casualty or entitled to a credit toward the Purchase Price in accordance with the provisions of Section 10.2 hereof; or (ii) taken consummate the transaction contemplated by this Agreement without treating any such damaged Facility as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationRejected Facility. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. 11.1 If any time prior to the Closing any portion of the Property is destroyed or damaged by fire or any other casualty whatsoever, Seller shall give notice thereof to Purchaser within five (5) business days after Seller becomes aware of such casualty, but in any event prior to Closing. The rights and obligations of the parties by reason of such destruction or damage shall be as follows: (a) If, on If the “cost of repair and restoration” (as such term is defined in Section 11.2) of such destruction or before the Closing Date, any “material portion” of a Property damage shall be $1,000,000.00 or less, Seller shall repair such damage as promptly as is reasonably possible, restoring the damaged Property to as close as reasonably possible to its condition immediately prior to such damage; and in such event, Purchaser may elect to defer Closing until such repair is made to Purchaser’s reasonable satisfaction or, if the repair is not completed by the date proscribed for Closing, Purchaser may elect to close the transaction contemplated by this Agreement and (i) damaged if such destruction or destroyed damage is covered by fire insurance, receive all insurance proceeds not yet paid for such damage and Seller shall pay or other casualty credit Purchaser an amount equal to any deductible (less the actual and reasonable third party costs and expenses incurred by Seller in connection with repairs performed) and to the extent the same may be necessary or appropriate, Seller shall assign to Purchaser at Closing Seller’s rights to such proceeds or (ii) taken as if such destruction or damage is not covered by insurance, receive a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing Purchase Price in an amount equal to the sum cost of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation repair and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.restoration thereof not then completed; (cb) If, on or before If the Closing Date, any portion “cost of a Property that is not a “material portionrepair and restoration” of such Property destruction or damage shall exceed $1,000,000.00, Purchaser may elect to terminate this Agreement and receive a refund of the Deposit; and if Purchaser does not elect to terminate this Agreement, the Closing shall occur as scheduled, whereupon Seller shall assign to Purchaser, at Closing, all insurance proceeds payable for such damage, and shall pay to Purchaser an amount equal to any deductible and the sale shall be closed without Seller’s repairing such damage. In the event Purchaser elects to terminate this Agreement in accordance with the terms of this Section 11.1(b), this Agreement shall be rendered null and void and the parties shall have no further obligations or liabilities hereunder other than Purchaser’s right to receive a refund of the Deposit. 11.2 The term “cost of repair and restoration” shall mean an estimate of the actual cost of repair and restoration obtained by Seller within twenty (20) days of the occurrence of such destruction or damage, from a reputable third-party contractor, reasonably acceptable to both Purchaser and Seller, regularly doing business in the city in which the Property is located. If the Closing Date is to occur within (25) twenty-five days of the occurrence of the casualty, Purchaser shall have the right to defer the Closing by the amount of time required to obtain and assess the cost of repair and restoration estimate. 11.3 If (i) damaged the whole or destroyed any part of the Property or any interest in the Property is taken by fire condemnation or other casualty or right of eminent domain prior to Closing and (ii) taken as a result of any such taking by condemnation or right of eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof results in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against taking of all or any part of the Cash Consideration Amount payable by Improvements, (B) the Buyer at loss of any parking spaces or other areas which causes the Closing an amount equal Property not to comply with then applicable zoning ordinances or other applicable laws, rules or regulations, or (C) a permanent loss of any means of vehicular access to the sum Property, at Purchaser’s option this Agreement shall terminate and the Purchaser shall receive a refund of (x) the net proceedsDeposit. If Purchaser elects not to terminate this Agreement or does not have the right to do so under this Section 11.3, if anythe transactions contemplated by this Agreement shall be closed in accordance with the terms of this Agreement notwithstanding any such taking but at Closing Seller shall assign to Purchaser all of Seller’s rights to collect any awards which may be payable as a result of, received by the Sellers from or recoverable against others for, such taking. 11.4 Seller shall not settle any insurance claim with respect to casualty or condemnation and (y) or similar proceeding affecting the applicable deductibleProperty during the pendency of this Agreement without Purchaser’s consent, if anywhich shall not be unreasonably withheld, with respect to such casualtyconditioned, or (B) Sellers will, at delayed. 11.5 The provisions of this Article 11 shall control the Closing, assign to the Buyer all rights and duties of the Sellersparties, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out in lieu of or in connection with such casualty or condemnationany contrary provisions of law. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) IfUntil the Closing, on the Property shall be at the sole risk and loss of Seller. Upon the Closing, title and all risk of loss shall transfer to Buyer. Seller shall keep the Property insured against loss or damage in accordance with its existing insurance coverage until the Closing. If before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire loss or other casualty or any governmental taking affects some or all of the Property, Buyer, at its sole option, may elect any of the following options: (i) if prior to Closing, the Property can be repaired, replaced or restored to the condition the Property was in prior to the loss or casualty, the Closing shall be deferred for a reasonable time (in no event longer than the Drop Dead Date) so that Seller may repair, replace or restore the Property to the condition it was in prior to the loss or casualty; (ii) taken if prior to Closing, the Property can be repaired, replaced or restored to the condition the Property was in prior to the loss or casualty, the Closing shall proceed and all condemnation or insurance proceeds paid or to be paid as a result of the loss to such Property shall be used to pay expenses of repairing, replacing, and restoring the loss and any remaining condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer insurance proceeds shall be bound remitted to purchase Seller; (iii) subject to Section 3.02(b) hereof, if before Closing such loss or taking cannot be totally repaired, replaced or restored to the affected Properties condition the Property was in prior to the loss or casualty, or there is a taking by a governmental authority Buyer may (by written notice to Seller within five (5) days after receipt of notice from Seller of such loss, casualty or taking) chose either alternative (A) or (B) below. If Buyer fails to notify Seller of its election, Buyer will be conclusively deemed to have elected to proceed with the Closing without excluding the damaged or taken Property in accordance with alternative (B) below: (A) Exclude the Property which has been so damaged, destroyed or taken and receive a credit against the Purchase Price in the amount reflected in Exhibit J for such Property, or if its not listed in Exhibit J then the Purchase Price shall be reduced by the fair market value of such Property as determined by a mutually acceptable appraiser; or (B) Proceed with the Closing without excluding the damaged or destroyed Property, in which event all insurance proceeds paid or to be paid as a result of the loss to such Property shall be paid to Buyer; provided, however if the insurance proceeds are insufficient to restore or replace such Property, such Property shall become an Excluded Item and the Purchase Price shall be reduced by the value as per Exhibit J of such Property or if not listed in Exhibit J then the Purchase Price shall be reduced by the fair market value as determined by a mutually acceptable appraiser, in each instance, adjusted for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard insurance proceeds paid to the occurrence or effect of any such casualty or condemnationBuyer. (b) With respect If prior to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign the Vessel suffers a loss or casualty such that it is determined to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be either (i) damaged or destroyed by fire or other casualty a total loss for insurance purposes or (ii) taken as a result of any condemnation the loss or eminent domain proceeding, casualty is such that the Sellers shall promptly notify Vessel would not be operational prior to the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Drop Dead Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the then either Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationSeller may terminate this Agreement. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) From the date hereof through the Closing Date, risk of loss or damage to the Purchased Assets shall be borne by Sellers. (b) If, on or before the Closing Date, all or any “material portion” portion of the Purchased Assets are (i) taken by eminent domain, (ii) the subject of a Property shall be pending or (ito Sellers' Knowledge) contemplated taking which has not been consummated, or (iii) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceedingcasualty, the Sellers shall notify Purchaser promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect writing of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationfact. (c) IfIf such taking, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired would not have a Material Adverse Effect, Purchaser and restored Sellers shall negotiate in good faith to settle the loss resulting from such taking, damage or destruction (including, without limitation, by making a fair and equitable adjustment to the Closing Purchase Price) and, upon such settlement, consummate the transaction contemplated by this Agreement pursuant to the terms of this Agreement. If no such settlement is reached within sixty (60) days after Sellers have notified Purchaser of such taking, damage or destruction, then, upon the written request of either Purchaser or Sellers, the Neutral Accountant shall resolve any disagreement. The Neutral Accountant shall determine the loss resulting from such taking, damage or destruction as promptly as practicable (but in any event within sixty (60) days following the date on which such dispute is referred to the Neutral Accountant), based solely on written submissions made to the Neutral Accountant by Purchaser and Sellers to the Neutral Accountant within fifteen (15) days following the Neutral Accountant's selection and such other information or submissions as may be requested by the Neutral Accountant thereafter. Purchaser on the one hand and Sellers on the other shall share equally the fees and expenses of the Closing DateNeutral Accountant. The determination of the Neutral Accountant shall be final, (A) conclusive and binding on Purchaser and Sellers, and the Sellers will credit against Neutral Accountant's determination of the Cash Consideration Amount payable by the Buyer at loss resulting from such taking, damage or destruction shall then be deducted from the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationPurchase Price. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. The risk of loss or damage to any of the Assets, Personal Property, Owned Real Property, the Hospital and all other property, transfer of which is contemplated by this Agreement, shall remain with Seller until the Effective Time and Seller shall maintain its insurance policies covering the Assets, Personal Property, Owned Real Property, the Hospital and all other property through the Effective Time. (a) IfWith respect to the Real Property, on if prior to the Closing, all or before any part of the Real Property is destroyed or damaged by fire or the elements or by any other cause where such damage or destruction is in the aggregate (the "Aggregate Damage") less than Three Million Dollars ($3,000,000), the parties' duties and obligations under this Agreement shall not be affected and the Closing Dateshall proceed as scheduled provided the conditions to the parties' obligations to proceed with Closing contained in Articles 6 and 7 have been satisfied or waived; provided, however, Seller shall assign, transfer and set over to Purchaser all of Seller's right, title and interest in and to any “material portion” insurance proceeds on account of a Property such damage or destruction and, if such insurance policy proceeds are insufficient to repair, restore and/or replace the Real Property, the difference between the cost to repair, restore and/or replace and the amount of such proceeds shall be deducted from the Cash Purchase Price. If prior to the Closing, all or any part of the Real Property is destroyed or damaged by fire or the elements or by any other cause where the Aggregate Damage exceeds Three Million Dollars ($3,000,000), Purchaser may elect to (i) damaged purchase such Owned Real Property, or destroyed by fire take assignment of such Leased Real Property, and the Closing shall proceed as scheduled provided the conditions to the parties' obligations to proceed with Closing contained in Articles 6 and 7 have been satisfied or other casualty waived (provided, however, at the Closing Seller shall assign, transfer and set over to Purchaser all of Seller's right, title and interest in and to any insurance proceeds on account of such damage or destruction loss plus the amount of any deductibles under such insurance policies) or (ii) taken as a result not purchase such Owned Real Property, or not take assignment of such Leased Real Property, and, in such event, an appropriate adjustment to the Cash Purchase Price shall be made by Purchaser and Seller. If prior to the Closing, all or any condemnation part of the Real Property is destroyed or eminent domain proceedingdamaged by fire or the elements or by other cause where the Aggregate Damage exceeds Three Million Dollars ($3,000,000), Purchaser may elect to terminate this Agreement by written notice to Seller (the "Casualty Termination Notice") after the date which is fifteen (15) days after the occurrence of such damage or destruction but no later than the date which is thirty (30) days after the occurrence of such damage or destruction (the "Casualty Termination Notice Period"); provided, however, that in no event shall the Casualty Termination Notice be provided (A) after the Closing or (B) if Seller and Purchaser are unable to agree prior to the inception of the Casualty Termination Notice Period that the amount of the Aggregate Damage exceeds Three Million Dollars ($3,000,000). If Purchaser and Seller are unable to agree upon the amount of the Aggregate Damage by the earlier to occur of (I) the originally scheduled Closing Date (the "Original Closing Date") or (II) the inception of the Casualty Termination Notice Period, the Sellers shall promptly notify amount of the Buyer in writing. The Buyer Aggregate Damage shall be bound determined by Centex Xxxxxxx (the "Independent Consultant") pursuant to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnationSection 1.14(d). (b) With respect to any casualty Assets other than Real Property which are destroyed or condemnation affecting a “material portion” of a Property after damaged by fire or the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable elements or by the Buyer at the Closing an amount equal any other cause prior to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign Seller shall assign, transfer and set over to the Buyer Purchaser all rights of the SellersSeller's right, if any, title and interest to the any insurance proceeds on account of such damage or condemnation proceeds destruction and shall reimburse Purchaser for any deductible Purchaser is required to all other rights or claims arising out of or pay in connection with the receipt of such casualty or condemnationinsurance proceeds. (c) IfIf prior to the Closing, on all or before any part of a parcel of the Real Property is made subject to an eminent domain proceeding which would in Purchaser's reasonable judgment materially adversely impair access to the Real Property or be materially adverse to the operation of the Hospital, Purchaser may elect to (i) terminate this Agreement by written notice to Seller no later than thirty (30) days after Purchaser receives notice from Seller of such eminent domain proceeding; (ii) purchase such affected Owned Real Property, or take assignment of such Leased Real Property, and the Closing shall proceed as scheduled provided the conditions to the parties' obligations to proceed with Closing contained in Articles 6 and 7 have been satisfied or waived (provided, however, at the Closing Seller shall assign, transfer and set over to Purchaser all of Seller's right, title and interest in and to any award in such eminent domain proceeding) or (iii) not purchase the affected Owned Real Property, or not take assignment of such Leased Real Property, and, in such event, an appropriate adjustment to the Cash Purchase Price shall be made by Purchaser and Seller. If Purchaser and Seller are unable to agree upon the amount of the adjustment described in subsection (iii) of the preceding sentence by the Original Closing Date, any portion of a Property that is not a “material portion” of such Property the adjustment shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable resolved by the Buyer at the Closing an amount equal Independent Consultant pursuant to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationSection 1.14(d). (d) For purposes If pursuant to either Section 1.14(a) or 1.14(c), the amount of the Aggregate Damage (and any applicable Cash Purchase Price adjustment) is to be determined by the Independent Consultant, within five (5) calendar days after the earlier to occur of the Original Closing Date or the inception of the Casualty Termination Notice Period (the "Submittal Date"), each party shall submit to the other party and to the Independent Consultant its proposed Aggregate Damage (and any applicable Cash Purchase Price adjustment) as a result of the event(s) contemplated by either Section 1.14(a) or 1.14(c), along with a detailed description of the basis for such amount and any applicable adjustment. Within ten (10) calendar days after the Submittal Date (the "Decision Date"), the Independent Consultant, acting as an expert and not as an arbitrator, shall select either the Aggregate Damage (and any applicable Cash Purchase Price adjustment) proposal of Seller or the Aggregate Damage (and any applicable Cash Purchase Price adjustment) proposal of Purchaser as the definitive amount of the Aggregate Damage (and any applicable adjustment to the Cash Purchase Price) and Purchaser shall thereafter have the right to provide a Casualty Termination Notice provided that the Aggregate Damage exceeds Three Million Dollars ($3,000,000). If either Purchaser or Seller fails to timely provide its proposed Aggregate Damage (and any applicable Cash Purchase Price adjustment) to the Independent Consultant, the Aggregate Damage (and any applicable Cash Purchase Price adjustment) shall be the amount proposed by the submitting party and Purchaser shall thereafter have the right to provide a Casualty Termination Notice provided that the Aggregate Damage exceeds Three Million Dollars ($3,000,000). If neither party submits its proposed Aggregate Damage (and any applicable Cash Purchase Price adjustment) to the Independent Consultant, no adjustment to the Cash Purchase Price shall be made and Purchaser shall not have the right to provide a Casualty Termination Notice. The decision of the Independent Consultant shall be conclusive and binding as between Purchaser and Seller, and the costs of such review shall be borne by the party whose proposed Aggregate Damage (and any applicable Cash Purchase Price adjustment) is not selected by the Independent Consultant. Upon any such determination of the adjustment to the Cash Purchase Price in accordance with this Section 1.14, the parties shall, subject to the terms and conditions of this Agreement, consummate the transactions contemplated by this Agreement at a mutually agreeable time and place, in accordance with the provisions of this Agreement. If pursuant to either Section 9.21.14(a) or 1.14(c), a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation amount of the PropertyAggregate Damage (and any applicable Cash Purchase Price adjustment) is to be determined by the Independent Consultant and either the Submittal Date or the Decision Date falls on a day which is on or after the Termination Date, or then the Termination Date shall be extended to the date which is ten (10) calendar days after the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000Decision Date.

Risk of Loss. If prior to XXX the Property is damaged or destroyed, but not materially damaged or destroyed (a) Ifas defined below), on by fire or before the Closing Dateother casualty, any “material portion” of a Property Buyer shall be required to perform this Agreement and, shall be entitled to the casualty insurance proceeds payable with respect thereto (iincluding without limitation any business income, rent loss or like insurance proceeds relating to Property income lost or abated for periods following Closing (such lost or abated income, the “Lost Income”) under the policies of insurance maintained by Seller (collectively, the “Insurance Proceeds”). If the Property is materially damaged or destroyed by fire or other casualty 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) taken as 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 fully 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 result of any proposed condemnation or eminent domain proceedingtaking of the Property is received from a governmental entity having jurisdiction over the Property, a condemnation proceeding is commenced against the Sellers shall promptly notify Property, a condemnation proceeding against the Buyer Property is concluded or all or any part of the Property is conveyed in writing. The lieu of condemnation, Buyer shall have the right to terminate this Agreement within ten (10) days after such notice or such event, in which event it shall be bound deemed that Buyer terminated this Agreement pursuant to purchase Section 7(c) hereof and the affected Properties for rights of the Allocated Asset Value in respect of such Properties (after taking into account parties shall be as set forth therein. In the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard event Buyer does not elect to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of terminate this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal Seller shall assign to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers willBuyer, at the Closing, assign to the Buyer all rights of the SellersBuyer’s rights, if any, to the insurance or condemnation proceeds title and interest in and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except claim and/or award payable with respect to damage or destruction that has been fully repaired the Property. In the event of a dispute between Seller and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights cost of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” repair and/or replacement with respect to the matters set forth in this Section 19, an individual 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 mean any portion which materially resolve such dispute. All fees, costs and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value expenses of such Property or (ii) $10,000,000third engineer so selected shall be shared equally by Buyer and Seller.

Risk of Loss. (a) If, on or before during the Closing DateInterim Period, any “tangible Asset (or any material portion” portion thereof) of a Property shall be any Acquired Company, either alone, or together with any other tangible Asset (ior any material portion thereof) of any Acquired Company is damaged or destroyed (the portion of such Asset(s) so damaged or destroyed, the “Damaged Portion”) by fire fire, flood, wind, explosion or other casualty (“Casualty Loss”), or is taken by a Governmental or Regulatory Authority by exercise of the power of eminent domain (ii) taken as a result “Condemnation”), then the provisions of this Section 8.06 shall apply. Sellers shall use commercially reasonable efforts to furnish any information reasonably requested by Purchasers with respect to any such Condemnation, Casualty Loss, or the property or operations affected thereby, including any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value proceeding or insurance claim made in respect of such Properties thereof and the expected proceeds that may arise in connection therewith, and shall use (after taking into account and cause the adjustments for net prorations and other adjustments provided for in this AgreementAcquired Companies to use) as required by the terms hereof without regard commercially reasonable efforts to the occurrence or effect of respond to any such casualty Condemnation or condemnationCasualty Loss, including by making insurance claims. (b) With respect Following the occurrence of (i) any Casualty Loss, if the aggregate cost to restore, repair or replace the Damaged Portion subject to such Casualty Loss to a condition comparable in all material respects to its condition prior to the occurrence of such Casualty Loss, plus the amount of any casualty lost profits reasonably expected to accrue as a result of such Casualty Loss (collectively, “Restoration Cost”) or condemnation affecting (ii) any Condemnation, if the value of the property subject to such Condemnation, plus the amount of any lost profits reasonably expected to accrue as a result of such Condemnation (collectively, the “material portion” Condemnation Value”), is, in the aggregate, less than or equal to 2% of a Property after the date of this AgreementTotal Purchase Price (“Major Loss Amount”), then (A) there shall be no effect on the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of transactions contemplated hereby and (xB) the net proceedsapplicable Acquired Companies shall be entitled to and shall retain all insurance, if any, condemnation award or other third-party proceeds for any Casualty Loss or Condemnation (“Loss Proceeds”) received by the Sellers from such casualty or condemnation and Acquired Companies (y) other than any Loss Proceeds received following the applicable deductibleClosing in respect of lost profits attributable to the Interim Period, which, if any, with respect to such casualty, received by Purchasers or (B) Sellers will, at any of their Affiliates following the Closing, assign shall be remitted promptly to Sellers). The Restoration Cost and Condemnation Value shall be determined by an independent third-party appraiser mutually selected by the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationParties. (c) IfSubject to the termination rights of Purchasers and Sellers set forth in Section 8.06(e), on upon the occurrence of any Casualty Loss or before Condemnation involving an aggregate Restoration Cost or Condemnation Value in excess of the Major Loss Amount, Sellers shall have, in the case of any Casualty Loss, the option to restore, repair or replace the Damaged Portion subject to such Casualty Loss prior to Closing to a condition comparable in all material respects to its condition prior to the occurrence of such Casualty Loss. If Sellers exercise such option, which shall be exercised by delivering written notice to Purchasers prior to the Closing Dateand as soon as practicable, any portion of a Property that is not a “material portion” but in no event more than three (3) Business Days, after the occurrence of such Property shall be Casualty Loss and the determination of the Restoration Costs pursuant to and in accordance with Section 8.06(b), then (i) damaged Sellers shall consult with and consider in good faith reasonable proposals from Purchasers with respect to all restoration, repair or destroyed by fire or other casualty or replacement plans, drawings and specifications, (ii) taken as a result Sellers shall complete or cause to be completed the repair, replacement or restoration of any condemnation or eminent domain proceedingthe Damaged Portion subject to such Casualty Loss prior to the Closing, and (iii) the Closing Date and, if applicable, the Termination Date, shall be postponed for the amount of time reasonably necessary to complete such restoration, repair or replacement; provided that Purchasers shall have the right to assume such repair, replacement or restoration and cause the Closing to occur if such repair, replacement or restoration would be reasonably be expected to extend beyond the date that is 30 days following the Termination Date. If Sellers do not exercise their option to restore, repair or replace the Damaged Portion subject to such Casualty Loss, or such Casualty Loss is the result, in whole or in part, of one or more Condemnations or is otherwise not capable of being restored, repaired or replaced, then the provisions of Section 8.06(d) shall promptly notify apply. If Sellers complete the Buyer thereof in writing andrestoration, except with respect to damage repair or destruction that has been fully repaired and restored as replacement of the Closing DateDamaged Portion subject to such Casualty Loss in accordance with this Section 8.06(c), then (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of may utilize any Loss Proceeds (x) the net proceeds, if any, including any Loss Proceeds received by the Sellers from Acquired Companies) in furtherance of its restoration, repair or replacement activities and shall be entitled to and shall retain any other Loss Proceeds following such casualty completion, which if received by Purchasers or condemnation and (y) any of their Affiliates following the applicable deductibleClosing, if anyshall be remitted promptly to Sellers, with respect to such casualty, or (B) Sellers willshall be entitled to and shall retain any Loss Proceeds in respect of lost profits attributable to the Interim Period, at which, if received by Purchasers or any of their Affiliates following the Closing, assign shall be remitted promptly to Sellers, and (C) Purchasers shall be entitled to and shall retain Loss Proceeds in respect of lost profits attributable to the Buyer all rights period following the Closing, which if received by Sellers or any of their Affiliates following the SellersClosing, if any, shall be remitted promptly to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationPurchasers. (d) For purposes Subject to the termination right of Purchasers and Sellers set forth in Section 8.06(e), in the event that Sellers do not exercise their option to restore, repair or replace the Damaged Portion, or in the event that Sellers, after exercising such option, fails to complete such restoration, repair or replacement within the period of time specified in Section 8.06(c), or such Casualty Loss is the result, in whole or in part, of one or more Condemnations or is otherwise not capable of being restored, repaired or replaced, then the Parties shall adjust the Total Purchase Price downward by the aggregate Restoration Costs and Condemnation Value related thereto, less the value of any repair, replacement or restoration work actually completed by Sellers on the Damaged Portion subject to such Casualty Loss and proceed to the Closing. If the Total Purchase Price is adjusted in accordance with this Section 8.06(d), then Sellers shall be entitled to and shall retain all Loss Proceeds, which, if received by Purchasers or any of their Affiliates following the Closing, shall be remitted promptly to Sellers. (e) In the event that the aggregate Restoration Cost or Condemnation Value with respect to one or more Casualty Losses or Condemnations equals an amount in excess of 15% of the Total Purchase Price, then either Purchasers or Sellers shall have the right to terminate this Agreement. (f) Neither Sellers nor any Acquired Company shall be obligated to indemnify, or otherwise have any Liability to, Purchasers or their Affiliates or its or their Representatives with respect to any breach by Sellers of this Agreement with respect to any event, fact, circumstance, occurrence or condition to the extent relating to or arising from any Casualty Loss or Condemnation (except for any breach by Sellers of this Section 9.28.06), and no such event, occurrence or condition (except for any breach by Sellers of this Section 8.06) shall be taken into account in determining whether any of the conditions set forth in Article IX or Article X have been satisfied. (g) Notwithstanding anything to the contrary, a “material portion” with Forced Outage shall not in any respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, be deemed a Casualty Loss or which the cost to repair Condemnation hereunder or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000otherwise.

Risk of Loss. (a) If, on or before the Closing Date, any Property or any “material portion” of a Property thereof shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer, and the Buyer may either at or prior to the Closing, in writing. The Buyer its sole discretion: (i) terminate this Agreement as to all of the Properties (but not less than all of the Properties), in which event the Xxxxxxx Money shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard returned to the occurrence Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or effect of any such casualty or condemnation. (b) With respect obligations to any casualty or condemnation affecting a “material portion” of a Property after the date other, except for those expressly stated to survive the termination of this Agreement; or (ii) consummate the Closing as to all Properties, (A) in which event the Sellers will credit against the Cash Consideration Amount Purchase Price payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty. If as of the Closing Date, the Sellers have not received any such insurance or condemnation proceeds, then the parties shall nevertheless consummate on the Closing Date the conveyance of the Assets (Bwithout any deduction for such insurance or condemnation proceeds other than a deduction for the amount of the applicable deductible under the applicable Seller's insurance policy) and the Sellers will, will at the Closing, Closing assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (db) For purposes of this Section 9.2, a “material portion” with respect to an individual Property all of the Properties shall mean damage to one or more Properties or any portion thereof by fire or other casualty or the taking of one or more Properties or any portion thereof as a result of a condemnation or eminent domain proceeding which materially and adversely affects access to any Property, otherwise materially and adversely impacts in the operation aggregate results in the cost of repair or impairment of use or value of the PropertyProperties, or which the cost to repair or restore will be equal to or in an amount in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,00015,000,000.

Risk of Loss. During the period between the Effective Date and the applicable Closing Date (aor the earlier termination of this Agreement) If(the “Interim Period”), on all risk of loss or before damage to the Properties that are the subject of such Closing Dateshall, as between the Buyers and the Sellers, be borne by the Sellers. If any “material portion” of a Property shall be (i) Properties are damaged or destroyed by fire fire, theft, vandalism, or other casualty (each such event, an “Event of Loss”), or are taken by a Governmental Body by Condemnation, then the following provisions of this Section 6.9 shall apply: (iia) taken as If at any time before the applicable Closing Date any applicable Project that is the subject of the Closing on such Closing Date, in whole or in part, becomes subject to or is threatened with a result of any condemnation or eminent domain proceedingCondemnation, the Sellers shall promptly notify the Buyer Buyers promptly in writingwriting of such fact. The Buyer If such Condemnation would create a Transferred Company Material Adverse Effect, then unless the Sellers direct the Buyers to seek permission under the applicable Tax Equity Documents to cause such Project to be excluded from the portfolio subject to such Tax Equity Documents and agree to compensate the Buyers for all costs, expenses and Losses incurred in connection with seeking such permission and excluding the Project from the portfolio subject to such Tax Equity Documents (which compensation obligation shall not be subject to any limitation of liability under Section 8.4(b)), the Sellers shall, upon the applicable Closing, (i) assign to the Buyers any claim, settlement or proceeds thereof with respect to the applicable Project and contribute to the Buyers such additional funds as may be necessary to fully compensate the Buyers for all lost revenue associated with the Condemnation (determined based on the estimated production of such Project as agreed by the Parties or as set forth in the report of such independent engineer). If the Sellers provide the direction set forth in the preceding sentence and the Buyers obtain permission under the applicable Tax Equity Documents to exclude such Project from the portfolio subject to such Tax Equity Documents, then the applicable Project shall be bound excluded from the transactions contemplated by this Agreement, and the Purchase Price shall be reduced by the amount set forth on Annex 1.1(i) corresponding to purchase such Project, and the affected Properties for the Allocated Asset Value Buyers shall pay over any proceeds they receive in respect of such Properties Condemnation to the Sellers (after taking into account if any). If such Condemnation would not create a Transferred Company Material Adverse Effect, then the adjustments for net prorations Buyers shall receive from the Sellers an assignment of any claim, settlement or proceeds thereof with respect to the applicable Project and other adjustments provided for in proceed with the transactions contemplated by this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation. (b) With If at any time before the applicable Closing Date any applicable Project that is the subject of the Closing on such Closing Date is damaged or destroyed in any material respect by one or more Events of Loss, then unless the Sellers direct the Buyers to seek permission under the applicable Tax Equity Documents to cause such Project to be excluded from the portfolio subject to such Tax Equity Documents and agree to compensate the Buyers for all costs, expenses and Losses incurred in connection with seeking such permission and excluding the Project from the portfolio subject to such Tax Equity Documents (which compensation obligation shall not be subject to any casualty limitation of liability under Section 8.4(b)), the Sellers shall, upon the applicable Closing, (i) contribute such funds as may be necessary (as mutually determined by the Parties or, if they are unable to reach agreement, by an independent engineer mutually acceptable to the Parties) to supplement insurance proceeds available in respect of such Event of Loss to (A) repair or condemnation affecting replace the damaged Project to a “material portion” good operating condition and otherwise satisfying the representations and warranties contained in the Agreement, and (B) fully compensate the Buyers for all lost revenue associated with the Event of a Property after Loss (determined based on the date estimated production of such Project for the period the Event of Loss impacts production as agreed by the Parties or as set forth in the report of such independent engineer), and (ii) the Sellers shall pay over such insurance proceeds they receive in respect of such Event of Loss (if any) to the Buyers. If the Sellers provide the direction set forth in the preceding sentence and the Buyers obtain permission under the applicable Tax Equity Documents to exclude such Project from the portfolio subject to such Tax Equity Documents, then the applicable Project shall be excluded from the transactions contemplated by this Agreement, (Athe Purchase Price shall be reduced by the amount set forth on Annex 1.1(i) corresponding to such Project, and the Buyers shall pay over any insurance proceeds they receive in respect of such Event of Loss to the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) ). For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.6.9(b),

Risk of Loss. Seller shall bear risk of Material Loss or Material Damage to the Property by condemnation, eminent domain, or similar proceedings (aor deed in lieu thereof), or by fire or any other casualty, from the date hereof through the time of Closing. Purchaser will bear such risk thereafter. "Material Damages" or "Material Loss" shall be damages or loss which an independent appraiser, selected by the Purchaser and approved by the Seller (which approval shall not be unreasonably delayed or withheld) If, determines will reduce the fair market value of the Property by TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00) or more. In the event of Material Loss or Material Damage to the Property which occurs prior to or on or before the CONTRACT OF SALE - PAGE 30 4245 NORTH CENTRAL EXPRESSWAY Closing Date, by reason of condemnation or eminent domain proceedings (or deed in lieu thereof), or by fire or any “material portion” of a Property shall be other casualty, Purchaser may, at its option, elect to (i) damaged terminate this Contract, whereupon the Xxxxxxx Money shall be returned to Purchaser and the parties shall have no further obligations under this Contract except as otherwise specifically provided herein; or destroyed (ii) proceed to consummate the transaction and receive an assignment from Seller of all proceeds of insurance payable with respect to physical damage to the Property and/or condemnation awards. In the event Purchaser elects option (ii) above, Seller shall have no additional obligation even if such insurance proceeds or condemnation awards are insufficient to repair such damage. Any cost of collection of insurance proceeds shall be borne by the party ultimately receiving same. If such loss or damages resulting from condemnation, eminent domain, or similar proceedings (or deed in lieu thereof) or by fire or other casualty is not Material Loss or (ii) taken as a result of any condemnation or eminent domain proceedingMaterial Damages, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard Seller, at Closing, will assign to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing Purchaser an amount equal to the sum of (x) the net proceeds, if any, insurance proceeds which have been received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken Seller as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired such matter and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal assign to the sum of (x) the net proceedsPurchaser, if anyat Closing, any insurance proceeds related thereto which have not been received by the Sellers from such casualty or condemnation and (y) Seller. If the applicable deductible, if any, with respect Purchaser proceeds to such casualty, or (B) Sellers will, at closing under this paragraph then the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationprice will not be reduced. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) From the date hereof through the Closing Date, all risk of loss or damage to the property included in the Purchased Assets shall be borne by Sellers; provided, however, that except for services provided by the Reciprocal Services Agreement, any such loss or damage directly caused by the negligence or willful misconduct of Buyer or any Buyer Representative shall be the responsibility of Buyer. (b) If, on or before the Closing Date, all or any “material portion” portion of the Purchased Assets is (i) taken by eminent domain or is the subject of a Property shall be pending or (ito the Knowledge of Sellers) contemplated taking which has not been consummated, or (ii) damaged or destroyed by fire or other casualty casualty, Sellers shall notify Buyer promptly in writing of such fact, and (x) in the case of a condemnation, Sellers shall assign or pay, as the case may be, any proceeds thereof to Buyer at the Closing and (iiy) taken as in the case of a result casualty, Sellers shall either restore the damage or assign the insurance proceeds therefor (and pay the amount of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value deductible and/or self-insured amount in respect of such Properties (after taking into account casualty) to Buyer at the adjustments for net prorations and other adjustments provided for in this Agreement) as required by Closing. Notwithstanding the terms hereof without regard to the occurrence or effect of any above, if such casualty or condemnation. loss results in a Material Adverse Effect, Buyer and Sellers shall negotiate to settle the loss resulting from such taking (b) With respect to any casualty or condemnation affecting a “material portion” and such negotiation shall include, without limitation, the negotiation of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal fair and equitable adjustment to the sum Purchase Price). If no such settlement is reached within sixty (60) days after Sellers have notified Buyer of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) loss, then Buyer or Sellers may terminate this Agreement pursuant to Section 9.1(h). In the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights event of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of which Sellers elect to restore, Sellers will have the right to postpone the Closing Date, for up to ninety (A90) days. Buyer will have the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal right to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation inspect and (y) the applicable deductible, if any, with respect to such casualtyobserve, or (B) Sellers willhave its Representatives inspect or observe, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance repairs necessitated by any such damage or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnationdestruction. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Risk of Loss. (a) If, on or before the Closing Date, the Assets or any “material portion” of a Property portion thereof shall be (i) damaged or destroyed by fire or other casualty or (ii) taken taken, or threatened to be taken, as a result of any condemnation or eminent domain proceeding, including the Sellers receipt of any notice letter relating thereto, Seller shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard prior to the occurrence or effect of any such casualty or condemnation. (b) With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this AgreementClosing and, (A) the Sellers at Closing, Seller will credit against the Cash Consideration Amount Purchase Price Balance payable by the Buyer at the Closing an amount equal to the sum net proceeds (other than on account of (x) business or rental interruption insurance proceeds relating to the net proceedsperiod prior to Closing), if any, received by Seller (unless otherwise paid directly to Buyer as named insured under the Sellers from Seller’s insurance policies (collectively, the “Seller’s Policies”), if applicable) as a result of such casualty or condemnation condemnation, together with a credit for (I) any deductible under such insurance and coverage to be assigned to or payable by Buyer under the Seller’s Policies, if applicable, plus (yII) the applicable deductibleamount of any uninsured or underinsured portion of the casualty loss, if anyapplicable, with respect less any amounts spent by Seller prior to Closing to restore the Property. If as of the Closing Date, Seller (or Buyer as named insured under the Seller’s Policies, if applicable) has not received all or any portion of such casualtyinsurance or condemnation proceeds, then the parties shall nevertheless consummate on the Closing Date the conveyance of the Assets (without any credit for such insurance or (Bcondemnation proceeds except for a credit for any deductible under such insurance as provided for herein) Sellers will, and Seller will at the Closing, Closing assign to the Buyer all rights of the SellersSeller, if any, to the insurance or condemnation proceeds (other than on account of business or rental interruption relating to the period prior to Closing) and to all other rights or claims arising out of or in connection with such casualty or condemnation. (c) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation. (d) For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.