Common use of Event of Loss Clause in Contracts

Event of Loss. If an Event of Loss (other than an Event of Taking) shall occur during the Base Term, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) which, in the good- faith judgment of Lessee, renders repair and restoration of a Leased Property impractical or uneconomical, and (iii) as to which Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer's Certificate notifying Lessor of such event and of such judgment, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price following delivery of the Officer's Certificate pursuant to clause (iii) above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor's interest in such Leased Property to be conveyed to Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in insurance required to be maintained by reference Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. If an To the extent that the Loss Proceeds associated with any Event of Loss (other or the time contemplated for repair or replacement of any affected Property) are reasonably anticipated to be less than an the Loss Threshold, the Clean Line Entities shall be entitled to elect to repair and restore any Property affected by such Event of TakingLoss and shall be entitled to all Loss Proceeds payable in connection with such Event of Loss. To the extent that the Loss Proceeds associated with any Event of Loss (or the time contemplated for repair or replacement of any affected Property) are reasonably anticipated to exceed the Loss Threshold, then the Parties shall occur during initiate the Base TermWind-Up Events unless the Parties and, if applicable, the Lessee shall give Project Financing Parties, mutually agree to repair or replace the Lessor prompt written notice of such occurrence affected Property or the Clean Line Entities present a remedial and the date thereof which notice shall contain an election financing plan approved by the Lessee to either Coordination Committee within one hundred twenty (A120) purchase the Leased Property from the Lessor on the Next Date days after such Event of Loss to repair, replace or restore such affected Property. Any Loss Proceeds payable in respect of any Event of Loss shall be applied as follows: first, to the extent that the Clean Line Entities are entitled to repair or restore any affected Property and have occurred orso elected to repair and restore such affected Property, if such Loss Proceeds shall be paid to the Clean Line Entities to enable the repair and restoration of such affected Property; second, to the extent of any excess Loss Proceeds remaining after any such repair or restoration is completed, an amount determined by DOE as necessary to be reserved (taking into consideration the amount of the Performance Support and any amounts available in the Wind-Up Reserve Account) to cover any potential additional claims for damages to DOE relating to such Event of Loss shall have occurred within ten (10) Business Days preceding be set aside in a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal reserve account pledged to the Break Even Price benefit of DOE and maintained for a period of two (2) years or such shorter time period as agreed to by the Coordination Committee (and to the extent necessary shall be applied to the payment of any such damages); and third, any remaining excess Loss Proceeds shall be released to the Clean Line Entities, subject to the terms of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term.Project Financing Agreements.‌

Event of Loss. If there shall occur an Event of Loss (other than an Event of Taking) shall occur during with respect to the Base TermProperty, the Lessee shall give Lessor, the Lessor Servicer, and the Indenture Trustee and the Surety prompt written notice thereof and elect, within sixty (60) days after the occurrence of such occurrence and the date thereof which notice Event of Loss, one of the following options provided that Lessee’s election of proceeding under clause (ii) shall contain an election be effective only if restoration can be completed by the Lessee time specified in such clause (ii): Offer to either (A) purchase the Leased Property from the Lessor Lessor, on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Rent Payment Date, then which date shall be a date for which a value is set forth on Schedule 12.1 hereto (the next succeeding “Stipulated Loss Value Date”), and which Rent Payment Date shall be the first Rent Payment Date at least forty (40) days after Lessor accepts such Next Date shall have occurredoffer, at for a purchase price equal to the Break Even Price Stipulated Loss Value, determined as of such Stipulated Loss Value Date. In addition to the Leased purchase price, Lessee shall pay (A) all unpaid Base Rent with respect to the Property (and if the Lessee makes such election the Break Even Price shall become due and payable and on or before such Stipulated Loss Value Date plus any Supplemental Rent payable for the Lessee shall purchase the Leased Property period ending on such Payment DateStipulated Loss Value Date (excluding the Stipulated Loss Value and any Make-Whole Premium payable under clause (C), or below), plus (B) provided no Material Default or an amount equal to the reasonable out-of-pocket expenses of Lessor, Indenture Trustee (and the Servicer) and the Holders relating to the purchase, if any, by Lessee as a result of such Event of Default shall have occurred Loss, including reasonable attorneys’ fees and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or costs actually incurred plus (C) the Fair Market Value Make-Whole Premium, if any, payable by the Lessor as determined by reference a consequence of the Lessor’s prepayment of the Secured Notes in connection with such Event of Loss. For the avoidance of doubt, in the event that, despite the express provisions of this Lease to the Appraisal as contrary, a Stipulated Loss Payment is ever made on a date which is not a Rent Payment Date, then Lessee shall pay Base Rent and Supplemental Rent up to and including the date of such Stipulated Loss Payment with Base Rent for the semi-annual period in which the payment is made being prorated based on the number of days since the last Rent Payment Date to and including the date of such payment, over the number of days in the payment period. Lessor, (subject to the consent of the scheduled expiration Servicer, acting on behalf of the Indenture Trustee), shall have sixty (60) days from the date of receipt of Lessee’s offer to decide whether to reject such offer. If Lessee has not received a response after forty (40) days, it may send a second notice to the Lease Term.foregoing parties, stating clearly that failure to reject such offer by the later of (i) the original sixty (60) day period, or (ii) ten (10) days after delivery of such second notice will result in Lessor’s being deemed to have accepted such offer, and if Lessee has not received a response by such date, then Lessor shall be deemed to have accepted such offer; or

Event of Loss. If Upon the occurrence of an Event of Loss (other than an Event of Taking) shall occur during the Base Termwith respect to Leased Property or any part thereof, the Lessee shall within five (5) Business Days after the occurrence of such Event of Loss give the Lessor prompt written notice thereof. If the remaining portion of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from not suffering such Event of Loss is not capable of functioning for its intended purpose, the Lessee shall pay to the Lessor on the Next next Rent Payment Date occurring after the occurrence of such Event of Loss shall have occurred or, if as compensation for such Event of Loss shall have occurred within ten (10) Business Days preceding a an amount equal to the Total Fundings made by the Lessor from the date hereof through such Basic Rent Payment Date, then together with (i) all Basic Rent due and owing on or prior to such date and (ii) all Supplemental Rent due and owing prior to such date and any other Supplemental Rent as to which there is no dispute and which is agreed to become due and owing within 60 days of such date, whereupon (1) this Lease and the next succeeding Payment Date after such Next Date obligations of the Lessee hereunder shall have occurredterminate and (2) the Lessor shall transfer all right and interest of the Lessor in and to the Leased Property, as is and where is, to the Lessee, free and clear of Lessor's Liens but otherwise without representation or warranty, and the Lessor shall, at a purchase price equal the Lessee's expense, execute and deliver to the Break Even Price Lessee a xxxx of sale or such other documents as the Lessee may reasonably request to evidence the valid consummation of such transfer. If, however, an Event of Loss has occurred with respect to the Leased Property or any part thereof and the portions thereof not suffering such Event of Loss are capable of functioning for their intended purpose, then the Lessee shall as promptly as possible rebuild or cause to be rebuilt (or replace or cause to be replaced) the portions of the Leased Property suffering such Event of Loss which such rebuilt Leased Property (or replacement) shall have at least the same current and if residual value, utility and remaining useful life as it had prior to the Lessee makes Event of Loss (assuming such election Leased Property has been maintained in accordance with the Break Even Price terms of this Lease). Any replacement portions of Leased Property shall become due and payable be subject to this Lease and the Lessee Lessor shall purchase have title thereto. In the case of a Requisition of Use with respect to any portion of the Leased Property on which does not constitute an Event of Loss, such Payment Date), or (B) provided Requisition of Use shall not terminate this Lease with respect to such portion of the Leased Property and each and every obligation of the Lessee with respect thereto shall remain in full force and effect. So long as no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the under this Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements be entitled to all sums attributable to the condition required period the Leased Property or any portion thereof is subject to this Lease, received by reason of any such Requisition of Use; PROVIDED that if the Lessor determines that as a result of such partial taking there is a reduction in the residual value of such Leased Property, the Lessee will pay to the Lessor that portion of such sums as shall compensate the Lessor for such reduction. All condemnation awards and other moneys received by the Lessee or the Lessor on account of an Event of Loss, other than insurance proceeds, shall be maintained pursuant applied as follows: FIRST, to purchase any Components from the Lessor or rebuild or replace any Components contemplated by this Section 9.1 and so as 13(a) if not theretofore paid by the Lessee, or to diminish (A) reimburse the utility Lessee for the payment therefor; SECOND, to the Lessee to compensate it for the loss of the Improvements as a corporate office complex including a corporate office buildingfair value of its leasehold interest under this Lease, if any; and THIRD, any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference balance remaining shall be remitted to the AppraisalLessor. The Lessor authorizes the Lessee, or (C) at the Fair Market Value as determined by reference Lessee's expense, to assert for the Appraisal as of the scheduled expiration date of Lessor's account, during the Lease Term, so long as no Event of Default shall have occurred hereunder, all of the Lessor's rights and interests in the course of any condemnation or requisition proceedings and the Lessor agrees to cooperate with the Lessee in asserting such rights; PROVIDED, HOWEVER, that the Lessee shall indemnify and hold the Lessor harmless from and against any and all claims, and all costs, expenses, damages, losses and liabilities incurred or suffered by the Lessor in connection with, as a result of, or incidental to, any action by the Lessee pursuant to the above authorization.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) which, in the good-faith judgment of Lessee, renders repair and restoration of the Leased Property impractical or uneconomical, and (iii) as to which Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer's Certificate notifying Lessor of such event and of such judgment, shall constitute an "EVENT OF LOSS". In the case of any other event which constitutes a Casualty, Lessee shall restore the Leased Property pursuant to SECTION 10.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the Lessee shall give pay to Lessor on the Lessor prompt written notice next Payment Date following delivery of the Officer's Certificate pursuant to CLAUSE (III) above an amount equal to the Lease Balance. Upon Lessor's receipt of such occurrence and the date thereof which notice Lease Balance on such date, Lessor shall contain an election by the Lessee to either (A) purchase cause Lessor's interest in the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to be conveyed to Lessee in accordance with and subject to the Break Even Price provisions of SECTION 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease and all obligations hereunder shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this SECTION 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by Lessee pursuant to Section 9.1 and so this Lease for the Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in insurance required to be maintained by reference Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. If Upon the occurrence of an Event of Loss (other than an Event of Taking) shall occur during prior to the Base TermClosing, the Lessee Fxxxxx Parties shall give take reasonable steps to repair, replace and restore damaged, destroyed or lost property to its condition prior to any such loss, damage, or destruction. In the Lessor prompt written event of any such loss, damage, or destruction, the proceeds of any claim for any loss, payable under any insurance policy with respect thereto, shall be used to repair, replace, or restore any such property to its former condition subject to the conditions stated below. In the event of any loss or damage to the Stations or any of the Purchased Assets, the Fxxxxx Parties shall notify Buyer thereof in writing immediately. Such notice shall specify with particularity the loss or damage incurred, the cause thereof (if known or reasonably ascertainable), and the insurance coverage. In the event that the property is not completely repaired, replaced or restored on or before the scheduled Closing Date, Buyer at its option: (a) may elect to postpone Closing until such time as the property has been completely repaired, replaced or restored (and, if necessary, the Fxxxxx Parties shall join Buyer in requesting from the FCC any extensions of time in which to consummate the Closing that may be required in order to complete such repairs); or (b) may elect to consummate the Closing and accept the property in its then condition, in which event the Fxxxxx Parties shall pay to Buyer all proceeds of insurance and assign to Buyer the right to any unpaid proceeds. The Fxxxxx Parties shall have no responsibility to repair or replace damaged or destroyed Purchased Assets not covered by insurance if the cost of such occurrence and repair exceeds Five Hundred Thousand Dollars ($500,000) in the date thereof which notice aggregate; provided, however, Buyer shall contain an election by have the Lessee right to either (A) purchase accept the Leased Property from the Lessor on the Next Date after Purchased Assets subject to such Event of Loss shall have occurred orand receive a Five Hundred Thousand Dollars ($500,000) credit against the Purchase Price plus all proceeds of insurance and an assignment by Seller to Buyer of the right to any unpaid proceeds; provided further, if however, that should the Fxxxxx Parties not advise Buyer within five (5) days after being requested to do so that the Fxxxxx Parties will repair or replace such Event of Loss shall have occurred within Purchased Assets, Buyer may terminate this Agreement without penalty upon ten (10) Business Days preceding a Payment Datedays’ written notice to the Fxxxxx Parties, then and upon such termination Buyer shall be entitled to have the Escrow Deposit, together with all accrued interest, returned to it on or on the next succeeding Payment Date after business day following such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termtermination.

Event of Loss. If Upon the occurrence of an Event of Loss, promptly, and not later than ten Business Days after Company knows of such Event of Loss, give the Agent notice of such Event of Loss, and within 95 days (or such longer period of time, up to 25 days, which is reasonably acceptable to the Agent) of the earlier of (a) delivery to it of a Required Collateral Determination Certificate, which shall be delivered within ten Business Days after the Company knows of the occurrence of an Event of Loss and (b) ten Business Days after the occurrence of such Event of Loss, to the extent necessary to cause the Aggregate Collateral Value to equal or exceed the Required Collateral Amount (or if the Collateral Value Effective Date has not occurred, the Minimum Required Collateral Amount), designate by a supplement to Schedule 9.18 hereof delivered to the Agent (which shall promptly send copies thereof to each 2012 Bank) a Replacement Aircraft that is owned by a Pledged SPE free and clear of all Liens (other than Permitted Collateral Liens) and accompanied by (i) Appraisal Reports from the Appraisers as to the Aircraft Value of the Replacement Aircraft, and (ii) a certificate from an Authorized Officer, demonstrating that (in the case of the foregoing clause (i)) or certifying that (in the case of the foregoing clause (ii)) the Aggregate Collateral Value equals or exceeds the Required Collateral Amount (or the Minimum Required Collateral Amount if such replacement is effected prior to the Collateral Value Effective Date). It is understood that no Unmatured Event of Taking) shall occur during the Base Term, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default under this Section 9.19 shall be deemed to have occurred unless the Loan Parties have failed to comply with such Section 9.19 and be continuing and rebuilding also failed to (x) make the prepayment referenced in Section 13.8(a)(iii), in the case of an Event of Loss occurring after the Improvements is capable Collateral Value Effective Date or (y) deliver the Cash Collateral referenced in Section 13.8(a)(v), in the case of being completed an Event of Loss occurring prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Collateral Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease TermEffective Date.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) which, in the good-faith judgment of Lessee, renders repair and restoration of a Leased Property impractical or uneconomical, and (iii) as to which Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer's Certificate notifying Lessor of such event and of such judgment, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price following delivery of the Officer's Certificate pursuant to clause (iii) above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor's interest in such Leased Property to be conveyed to Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder and under the other Operative Documents, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by Lessee pursuant to Section 9.1 and so as not to diminish (A) the utility this Lease for such Leased Property remaining after payment of the Improvements as a corporate office complex including a corporate office buildingsuch purchase price, and any uses ancillary theretoall costs and expenses incurred by Lessor or the Agent in connection with such Event of Loss, (B) the then current Fair Market Value as determined by reference to the Appraisalshall be paid over to, or (C) the Fair Market Value retained by, Lessee or as determined it may direct, and Lessor shall assign to Lessee, without warranty, all of Lessor's rights to and interest in insurance required to be maintained by reference Lessee pursuant to the Appraisal as of the scheduled expiration date of the this Lease Termwith respect to such Leased Property.

Event of Loss. If (a) The risk of all Events of Loss at all times up to the Effective Time shall be borne by Sellers and the risk of all Events of Loss at or subsequent to the Effective Time shall be borne by Buyer. Upon the occurrence of an Event of Loss (other than an Event prior to the Effective Time, Sellers shall take reasonable steps to repair, replace and restore damaged, destroyed or lost property to its condition prior to any such loss, damage, or destruction. In the event of Taking) shall occur during the Base Termany such loss, damage, or destruction, the Lessee proceeds of any claim for any loss, payable under any insurance policy with respect thereto, shall give be used to repair, replace, or restore any such property to its former condition subject to the Lessor prompt conditions stated below. In the event of any loss or damage to the Station or any of the Purchased Assets, Sellers shall notify Buyer thereof in writing immediately. Such notice shall specify with particularity the loss or damage incurred, the cause thereof (if known or reasonably ascertainable), and the insurance coverage. In the event that the property is not completely repaired, replaced or restored on or before the scheduled Closing Date, Buyer at its option: (i) may elect to postpone Closing until such time as the property has been completely repaired, replaced or restored (and, if necessary, Sellers shall join Buyer in requesting from the FCC any extensions of time in which to consummate the Closing that may be required in order to complete such repairs); or (ii) may elect to consummate the Closing and accept the property in its then condition, in which event Sellers shall pay to Buyer all proceeds of insurance (including any deductible in connection therewith) and assign to Buyer the right to any unpaid proceeds. Sellers shall have no responsibility to repair or replace damaged or destroyed Purchased Assets not covered by insurance (provided that any loss or damage to any Purchased Assets that is covered by insurance but subject to a deductible shall be deemed to be covered by insurance for purposes of this sentence) if the cost of such repair exceeds One Hundred Thousand Dollars ($100,000) in the aggregate, provided, however, that should Sellers not advise Buyer within five (5) days after being requested to do so that Sellers will repair or replace such Purchased Assets, Buyer may terminate this Agreement without penalty upon written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred Sellers within ten (10) Business Days preceding a Payment Date, then on days after the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termnotice from Sellers.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) which, in the good-faith judgment of the related Lessee, (A) renders repair and restoration of a Leased Property impossible or impractical, or requires repairs to the related Leased Property that, with the exercise of reasonable diligence, are impossible to complete by the Lease Termination Date or (B) requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, and as to which such Lessee has determined not to rebuild, shall constitute an "EVENT OF LOSS". Within sixty (60) days after the occurrence of such event, the related Lessee shall deliver to Lessor an Officer's Certificate notifying Lessor of such event and, in the case of an event described in the foregoing CLAUSE (ii), of such Lessee's determination not to rebuild. In the case of any other event which constitutes a Casualty, the related Lessee shall restore such Leased Property pursuant to SECTION 10.3. If an Event of Loss (other than an Event of Taking) shall occur during the Base Termoccur, the related Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next earlier of (i) the Lease Termination Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten and (10ii) Business Days preceding a Payment Date, then on the next succeeding Payment Date occurring not less than thirty (30) days after such Next Date shall have occurred, at a purchase price the delivery of the Officer's Certificate pursuant to this SECTION 10.1 above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor's interest in such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of SECTION 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this SECTION 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the related Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, such Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to such Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in such insurance required to be maintained by reference such Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) which, in the good-faith judgment of Lessee, renders repair and restoration of the Leased Property impractical or uneconomical, and (iii) as to which Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer's Certificate notifying Lessor of such event and of such judgment, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, Lessee shall restore the Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the Lessee shall give pay to Lessor on the Lessor prompt written notice next Payment Date occurring not less than 90 days following delivery of the Officer's Certificate pursuant to clause (iii) above an amount equal to the Lease Balance. Upon Lessor's receipt of such occurrence and the date thereof which notice Lease Balance on such date, Lessor shall contain an election by the Lessee to either (A) purchase cause Lessor's interest in the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to be conveyed to Lessee in accordance with and subject to the Break Even Price provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease and all obligations hereunder shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by Lessee pursuant to Section 9.1 and so this Lease for the Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in insurance required to be maintained by reference Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty and (ii) which, in the good-faith judgment of the related Lessee, (A) renders repair and restoration of the affected Leased Property impossible or impractical, or requires repairs to the related Leased Property that, with the exercise of reasonable diligence, are impossible to complete by the Lease Termination Date or (B) requires repairs to the affected Leased Property that would cost in excess of the greater of $2,000,000 and 50% of the cost of the Land, Building and any improvements (other than Alterations done at Lessee's sole expense) related to such Leased Property, and as to which such Lessee has determined not to rebuild, shall constitute an "Event of Loss". Within sixty (60) days after the occurrence of such event, the related Lessee shall deliver to Lessor an Officer's Certificate notifying Lessor of such event and, in the case of an event described in the foregoing clause (ii), of such Lessee's determination not to rebuild. In the case of any other event which constitutes a Casualty, the related Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) shall occur during the Base Termoccur, the related Lessee shall give the Lessor prompt written notice of be deemed to have elected to purchase such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the and shall pay to Lessor on the Next earlier of (i) the Lease Termination Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten and (10ii) Business Days preceding a Payment Date, then on the next succeeding Payment Date occurring not less than thirty (30) days after such Next Date shall have occurred, at a purchase price the delivery of the Officer's Certificate pursuant to this Section 10.1 above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor's interest in such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the related Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, such Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to such Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in such insurance required to be maintained by reference such Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Lease Term, and (ii) which, in the good-faith judgment of the related Lessee, (A) renders repair and restoration of a Leased Property impossible or impractical, or requires repairs to the related Leased Property that, with the exercise of reasonable diligence, are impossible to complete by the Lease Termination Date or (B) requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, and as to which such Lessee has determined not to rebuild, shall constitute an "Event of Loss". Within sixty (60) days after the occurrence of such event, the related Lessee shall deliver to Lessor an Officer's Certificate notifying Lessor of such event and, in the case of an event described in the foregoing clause (ii), of such Lessee's determination not to rebuild. In the case of any other event which constitutes a Casualty, the related Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) shall occur during the Base Termoccur, the related Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next earlier of (i) the Lease Termination Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten and (10ii) Business Days preceding a Payment Date, then on the next succeeding Payment Date occurring not less than thirty (30) days after such Next Date shall have occurred, at a purchase price the delivery of the Officer's Certificate pursuant to this Section 10.1 above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor's interest in such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the related Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, such Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to such Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in such insurance required to be maintained by reference such Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Lease Term, (ii) which, in the good-faith judgement of Lessee, renders repair and restoration of the Leased Property impractical or uneconomical and (iii) as to which Lessee, within thirty (30) days after the occurrence of such event, delivers to Lessor and the Lender an Officer's Certificate notifying Lessor and the Lender of such event and of such judgement, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, Lessee shall restore and rebuild the Leased Property pursuant to Section 11.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the Lessee shall give pay to Lessor on the Lessor prompt written notice next Rent Payment Date following delivery of the Officer's Certificate pursuant to clause (iii) of the preceding sentence an amount equal to the Lease Balance. Upon Lessor's receipt of such occurrence and the date thereof which notice Lease Balance on such date, Lessor shall contain an election by the Lessee to either (A) purchase cause Lessor's interest in the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to be conveyed to Lessee in accordance with and subject to the Break Even Price provisions of Section 15.5 "Purchase Procedure" hereof. Upon completion of such purchase, but not prior thereto, this Lease and all obligations hereunder shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by Lessee pursuant to Section 9.1 and so this Lease for Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in insurance required to be maintained by reference Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) which, in the good-faith judgment of the related Lessee, renders repair and restoration of a Leased Property impossible or impractical, or requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property or that cannot be completed by the Lease Termination Date, and (iii) as to which such Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer's Certificate notifying Lessor of such event and of such judgment, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, the related Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) shall occur during the Base Termoccur, the related Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event later of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10i) Business Days preceding a the 90th day and (ii) the next Payment Date, then on in either case following delivery of the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price Officer's Certificate pursuant to clause (iii) above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor's interest in such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the related Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, such Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to such Lessee, without warranty (B) the then current Fair Market Value other than as determined by reference to the Appraisalabsence of Lessor Liens), or (C) the Fair Market Value as determined all of Lessor's rights to and interest in such insurance required to be maintained by reference such Lessee pursuant to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. If an Event of Loss (other than an Event of Taking) shall occur during the Base Term, the Lessee shall promptly give Lessor and the Lessor prompt Agent written notice of such occurrence thereof and Lessee shall pay to Lessor, on the Rent Payment Date next succeeding the date thereof on which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred orthe sum of (i) the Stipulated Loss Value determined as of such Rent Payment Date, if and (ii) all Rent due on such date; provided, however, that (x) for purposes of this Section 7(a), an Event of Loss which occurs 20 or fewer Business Days prior to a Rent Payment Date shall be deemed to have occurred within ten on such Rent Payment Date and (10y) if an Event of Loss occurs on the last scheduled day of the Term or 20 or fewer Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end last scheduled day of the Lease Term Term, Lessee shall make all payments required pursuant to clauses (as certified in writing by a construction consultant appointed i) and (ii) of this Section 7(a) on the last scheduled day of the Term. Lessee shall continue to pay Rent when due from and including the date on which the Event of Loss occurs to and including the date on which it pays Stipulated Loss Value. Upon payment of all Rent payable hereunder to Lessor to and including the date on which Lessee pays Stipulated Loss Value and of all other amounts then due and owing by Lessee hereunder, the Term shall end and acceptable Lessor shall transfer title to the Facility to Lessee on an "as-is, where-is" basis, without any representation or warranty, express or implied, by Lessor and without recourse to Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Lease Term, (ii) which, in the good-faith judgment of the Lessee, renders repair and restoration of any Leased Property impractical or uneconomical and (iii) as to which the Lessee, within thirty (30) days after the occurrence of such event, delivers to the Lessor and the Issuer an Officer's Certificate notifying the Lessor and the Issuer of such event and of such judgment, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, the Lessee shall restore and rebuild the affected Leased Property pursuant to SECTION 11.3 hereof. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Facility Rent Payment Date after following delivery of the Officer's Certificate pursuant to CLAUSE (iii) of the preceding sentence, in addition to all Basic Rent and Supplement Rent otherwise due on such Next Date shall have occurreddate, at a purchase price an amount equal to the Break Even Price of Lease Balance applicable to the Leased Property (and if as of such date. Upon the Lessee makes Lessor's receipt of such election Lease Balance on such date, the Break Even Price Lessor shall become due and payable and cause the Lessee shall purchase Lessor's interest in the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and to be continuing and rebuilding of the Improvements is capable of being completed prior conveyed to the end of the Lease Term (as certified Lessee in writing by a construction consultant appointed by Lessee accordance with and acceptable subject to the Lessor)provisions of SECTION 15.5 ("Purchase Procedure") hereof, rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the ImprovementsPROVIDED, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish HOWEVER, that (A) such conveyance may be by special warranty deed, but free and clear of Lessor's Liens and the utility lien of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary theretorelated Mortgage, (B) the then current Fair Market Value as determined by reference Lessor shall have no obligation to remove title defects other than Lessor Liens and the Appraisal, or lien of the related Mortgage affecting such Leased Property and (C) the Fair Market Value Lessee's ability to obtain a title insurance policy shall not affect the Lessee's obligation to purchase the Lessor's interest in the affected Leased Property. Upon completion of such purchase, but not prior thereto, the affected Leased Property shall be deemed released from this Lease and all obligations of the Lessee and the Lessor with respect to such Leased Property (including the obligation to make further payments of Basic Rent) shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the affected Leased Property pursuant to this SECTION 11.1, any proceeds derived from insurance required to be maintained by the Lessee pursuant to this Lease for Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, the Lessee or as determined by reference it may direct, and the Lessor shall assign to the Appraisal as Lessee, without warranty, all of the scheduled expiration date of Lessor's rights to and interest in insurance required to be maintained by the Lease TermLessee pursuant to this Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) which, in the good-faith judgment of the related Lessee, renders repair and restoration of a Leased Property impossible or impractical, or requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property or that cannot be completed by the Lease Termination Date, and (iii) as to which such Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer’s Certificate notifying Lessor of such event and of such judgment, shall constitute an “Event of Loss”. In the case of any other event which constitutes a Casualty, the related Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) shall occur during the Base Termoccur, the related Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event later of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10i) Business Days preceding a the 90th day and (ii) the next Payment Date, then on in either case following delivery of the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price Officer’s Certificate pursuant to clause (iii) above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor’s receipt of such Leased Property Balance on such date, Lessor shall cause Lessor’s interest in such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the related Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, such Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to such Lessee, without warranty (B) the then current Fair Market Value other than as determined by reference to the Appraisalabsence of Lessor Liens), or (C) the Fair Market Value as determined all of Lessor’s rights to and interest in such insurance required to be maintained by reference such Lessee pursuant to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. If an Event of Loss (other than an Event of Taking) shall occur during the Base Term, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a combined corporate office building, building and research and development laboratory center and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) which, in the good-faith judgment of the related Lessee, renders repair and restoration of a Leased Property impossible or impractical, or requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, and (iii) as to which such Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer's Certificate notifying Lessor of such event and of such judgment, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, the related Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the related Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price following delivery of the Officer's Certificate pursuant to clause (iii) above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor's interest in such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the related Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, such Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to such Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in such insurance required to be maintained by reference such Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. If Any single event (including a Release) affecting Alterations to the Leased Property (i) which would otherwise constitute a Casualty, (ii) which (A) in the good-faith judgment of the Lessee, renders repair and restoration of the Leased Property impractical or uneconomical, or (B) requires in excess of $500,000 to remedy or repair, and (iii) as to which the Lessee, within sixty (60) days after the occurrence of such event, delivers to the Lessor an Officer’s Certificate notifying the Lessor of such event and of such judgment, shall constitute an “Event of Loss”. Upon the occurrence of any Event of Loss or Casualty, the Lessee shall promptly, and in any event within five (5) Business Days following the occurrence thereof, deliver written notice describing the Event of Loss or Casualty to the Lessor. In the case of any event (other than an Event of TakingLoss) shall occur during the Base Termwhich constitutes a Casualty, the Lessee shall give the Lessor prompt written notice of such occurrence restore and the date thereof which notice shall contain an election by the Lessee to either (A) purchase rebuild the Leased Property from pursuant to Section 11.3. If an Event of Loss other than an Event of Taking shall occur, the Lessee shall pay to the Lessor on the Next next Rent Payment Date after following delivery of the Officer’s Certificate pursuant to clause (iii) of the preceding sentence an amount equal to the Lease Balance as of such date. Upon the Lessor’s receipt of the Lease Balance on such date, the Lessor shall cause the Lessor’s interest in the Leased Property to be conveyed to the Lessee in accordance with the Purchase Procedure as set forth in Section 15.5 hereof. Upon completion of such purchase, including payment in full of the Lease Balance, but not prior thereto, the Leased Property shall be deemed released from this Lease and all obligations of the Lessee and the Lessor with respect to the Leased Property shall terminate, except with respect to obligations, indemnities and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated in Section 18.14 or elsewhere herein or the other Operative Documents to survive termination of this Lease. Upon the consummation of the purchase of the Leased Property pursuant to this Section 11.1, and the payment of the Lease Balance and all other amounts owed to the Lessor, any proceeds derived from insurance maintained by the Lessee pursuant to this Lease shall be paid over to, or retained by, the Lessee or as it may direct, and the Lessor shall assign to the Lessee, without warranty, all of the Lessor’s rights to and interest in the proceeds of insurance with respect to such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained by the Lessee pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. If Upon the occurrence of an Event of Loss (other than an Event of Taking) shall occur during with respect to the Base TermAirframe or the Airframe and the Engines and/or engines then installed thereon, the Lessee shall give the notify Lessor prompt written notice thereof within two (2) days of such occurrence and the date thereof which notice shall contain an election by the Lessee to either thereof. Sixty (A60) purchase the Leased Property from the Lessor on the Next Date days after such Event of Loss (the date of which shall have occurred orbe determined in accordance with the definition of Event of Loss) or the date insurance proceeds are received in respect thereto, if whichever shall be the earlier date, Lessee shall pay to Owner the Stipulated Loss Value of the Aircraft, together with any other sums then due under the Lease and Lessor's and Owner's costs and expenses related to such Event of Loss. Upon making such Stipulated Loss Value payment in respect hereof and all sums due and owing with respect thereto, Lessee's obligation to pay further Basic Rent for the Aircraft shall cease and the Lease shall terminate. Upon Owner's receipt of the Stipulated Loss Value of the Aircraft, together with any other sums then due under the Lease, together with Lessor's and Owner's costs and expenses related to such Event of Loss, Lessor shall procure the delivery to Lessee or insurers to Lessee, depending upon the direction of the insurers which have occurred within ten (10) Business Days preceding a Payment Datepaid Owner the Stipulated Loss Value, then on Owner's title to the next succeeding Payment Date after Aircraft such Next Date title to be strictly "AS IS" and "WHERE IS" without any warranties whatsoever, except that there are no liens arising through Owner, whereupon Lessee shall have occurredbe entitled to recover possession of the Aircraft, unless possession thereof is required to be delivered to an insurance carrier in order to settle an insurance claim arising out of such Event of Loss. Neither Owner nor Lessor shall be under any duty to Lessee to pursue any claim to recover 11 the Aircraft or Engines, but Lessee may, at a purchase price equal Lessee's expense, pursue same in such manner as may be satisfactory to Lessor and the Break Even Price Owner. Proceeds of the Leased Property insurance required in Section 12 (and headed "Insurance") herein below, if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)paid to Owner, Lessor, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed Lender prior to the end of time Lessee is required to pay the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable Stipulated Loss Value, shall be applied to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility amount of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Stipulated Loss Value as determined otherwise payable by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease TermLessee.

Event of Loss. If Upon the occurrence of an Event of Loss, the Charterer shall forthwith give the Owner Trustee, each Participant and the Indenture Trustee written notice of such Event of Loss and, on the Payment Date following the date of the occurrence of such Event of Loss (or if the Charter Period shall have been extended pursuant to Section 2(b), on the date 90 days after the occurrence of such Event of Loss), shall pay to the Owner Trustee, or to whomever shall be entitled to receive the same, (x) the Stipulated Loss Value, computed as of such Payment Date (or, in the event of an extension of the Charter Period pursuant to Section 2(b), computed as of the Payment Date next preceding the date of such Event of Loss), plus (y) all unpaid Hire, if any, due on such Payment Date. After the payment in full of such Stipulated Loss Value and such other amounts, the Charterer’s obligation to pay further Basic Hire hereunder shall terminate. All insurance proceeds received as the result of an Event of Loss shall be applied in reduction of the Charterer’s obligation to pay Stipulated Loss Value (plus any other amounts of Basic Hire and Supplemental Hire then due and payable), if not already paid by the Charterer, or, if already paid by the Charterer, shall be applied to reimburse the Charterer for its payment of Stipulated Loss Value (plus any such other amounts of Basic Hire and Supplemental Hire as shall then be due and payable) and the balance, if any, of such insurance proceeds remaining thereafter will be paid over to, or retained by, the Charterer. All payments (other than an Event of Takinginsurance proceeds) shall occur during the Base Term, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election received by the Lessee to either (A) purchase Owner Trustee or the Leased Property Charterer from the Lessor on the Next Date after such any governmental authority or otherwise as compensation for an Event of Loss shall have occurred orbe applied in reduction of the Charterer’s obligation to pay Stipulated Loss Value, if not already paid by the Charterer, or if already paid by the Charterer, shall be applied to reimburse the Charterer for its payment of Stipulated Loss Value, and the balance, if any, of such Event payments shall be shared between the Charterer and the Owner Trustee as their interests may appear. In the event that the Charterer shall make payment as provided above, including payment by application of Loss insurance proceeds, and shall pay all other Hire then owing under this Charter, this Charter shall terminate and the Charterer or its designee (i) shall be subrogated to all rights that the Owner Trustee shall have occurred within ten with respect to the Vessel, (10ii) Business Days preceding a Payment Dateshall, then subject to the Charterer’s obtaining any governmental consents required, receive assignments and bills of sale from the Owner Trustee (in such form as the Charterer or such designee shall require) of any or all such rights, together with all the Owner Trustee’s right, title and interest in and to the Vessel, free and clear of any Owner SEA-LAND ENTERPRISE Encumbrances, but otherwise without any representation, recourse or warranty of any character on the next succeeding Payment Date after such Next Date part of the Owner Trustee, and (iii) shall have occurredthe right to abandon the Vessel to underwriters on behalf of the Owner Trustee as well as itself. In such case, the Owner Trustee shall, at a purchase price equal the Charterer’s expense, execute or cause to be executed such documents and take such other action as the Charterer shall require to effect the surrender to the Break Even Price insurance underwriters of the Leased Property (and if the Lessee makes such election the Break Even Price Vessel. The Charter Period shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior terminate with respect to the end Vessel upon payment of the Lease Term (as certified in writing by a construction consultant appointed by Lessee all Stipulated Loss Value and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the all Hire then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termowing.

Event of Loss. If Upon the occurrence of an Event of Loss or Events of Loss prior to Closing, Seller shall use commercially reasonable efforts to repair, replace and restore the damaged, destroyed or lost property (other the “Damaged Asset”) to its former condition prior to the First Closing. If Seller is unable to repair, replace or restore the Damaged Assets for which the cost to repair is less than an Event $500,000 (the “Threshold Cost”) prior to the First Closing Date, then, provided that the Stations are operating at full authorized power and are in normal working order consistent with the operation as of Taking) shall occur during the Base Termdate hereof, the Lessee parties will proceed to Closing and Seller shall give either, at Buyer’s option, reimburse Buyer for all reasonable out-of-pocket costs incurred by Buyer in repairing or replacing the Lessor prompt written notice Damaged Assets or shall assign to Buyer all of such occurrence Seller’s rights under any insurance and all proceeds of insurance covering the Damaged Assets (excluding business interruption insurance for periods prior to the First Closing Date) and shall deliver to Buyer all proceeds of insurance theretofore received by Seller. In the event that the insurance proceeds are insufficient to complete the repairs, restoration or replacement, an appropriate reduction in the Purchase Price shall be made at the First Closing. If Seller is unable to repair or replace prior to the First Closing Date a Damaged Asset for which the cost to repair is more than the Threshold Cost or if as a result of the Damaged Asset, the Stations are not operating at full authorized power and in normal working order consistent with operation as of the date thereof which notice shall contain an election hereof, then Seller or Buyer may delay the First Closing for up to sixty (60) days in order to allow Seller to complete such repairs. If Seller has not completed such repairs by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)First Closing, or (B) provided no Material Default if so elected, by Buyer or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to Seller by the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor)60-day period, rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvementsthen, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary theretoat Buyer’s option, (Ba) the then current Fair Market Value as determined by reference to the AppraisalBuyer may terminate this Agreement, or (Cb) the Fair Market Value as determined parties will proceed to Closing and Seller shall either, at Buyer’s option, reimburse Buyer for all reasonable out-of-pocket costs incurred by reference Buyer in repairing or replacing the Damaged Assets, or assign to Buyer all proceeds of insurance covering the property involved and shall deliver to Buyer all proceeds of insurance theretofore received by Seller. In the event that the insurance proceeds are insufficient to complete the repairs, restoration or replacement, an appropriate reduction in the Purchase Price shall be made at the First Closing. The Schedules shall be deemed modified to reflect any Damaged Asset for which Seller makes or is obligated to make a payment or which is replaced by Seller pursuant to this Section 11.1. Notwithstanding anything in this Section 11.1 to the Appraisal as contrary, if an Event of Loss is caused by or results from Buyer’s actions or omissions under the scheduled expiration date LMA, Seller shall have no obligation to make any repairs to the Damaged Assets and Buyer shall have no right to terminate this Agreement on account of the Lease Termsuch Event of Loss.

Event of Loss. If Upon the occurrence of an Event of Loss, the Charterer shall forthwith give the Owner Trustee, each Participant and the Indenture Trustee written notice of such Event of Loss and, on the Payment Date following the date of the occurrence of such Event of Loss (or if the Charter Period shall have been extended pursuant to Section 2(b), on the date 90 days after the occurrence of such Event of Loss), shall pay to the Owner Trustee, or to whomever shall be entitled to receive the same, (x) the Stipulated Loss Value, computed as of such Payment Date (or, in the event of an extension of the Charter Period pursuant to Section 2(b), computed as of the Payment Date next preceding the date of such Event of Loss), plus (y) all unpaid Hire, if any, due on such Payment Date. After the payment in full of such Stipulated Loss Value and such other amounts, the Charterer’s obligation to pay further Basic Hire hereunder shall terminate. All insurance proceeds received as the result of an Event of Loss shall be applied in reduction of the Charterer’s obligation to pay Stipulated Loss Value (plus any other amounts of Basic Hire and Supplemental Hire then due and payable), if not already paid by the Charterer, or, if already paid by the Charterer, shall be applied to reimburse the Charterer for its payment of Stipulated Loss Value (plus any such other amounts of Basic Hire and Supplemental Hire as shall then be due and payable) and the balance, if any, of such insurance proceeds remaining thereafter will be paid over to, or retained by, the Charterer. All payments (other than an Event of Takinginsurance proceeds) shall occur during the Base Term, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election received by the Lessee to either (A) purchase Owner Trustee or the Leased Property Charterer from the Lessor on the Next Date after such any governmental authority or otherwise as compensation for an Event of Loss shall have occurred orbe applied in reduction of the Charterer’s obligation to pay Stipulated Loss Value, if not already paid by the Charterer, or if already paid by the Charterer, shall be applied to reimburse the Charterer for its payment of Stipulated Loss Value, and the balance, if any, of such Event payments shall be shared between the Charterer and the Owner Trustee as their interests may appear. In the event that the Charterer shall make payment as provided above, including payment by application of Loss insurance proceeds, and shall pay all other Hire then owing under this Charter, this Charter shall terminate and the Charterer or its designee (i) shall be subrogated to all rights that the Owner Trustee shall have occurred within ten with respect to the Vessel, (10ii) Business Days preceding a Payment Dateshall, then subject to the Charterer’s obtaining any governmental consents required, receive assignments and bills of sale from the Owner Trustee (in such form as the Charterer or such designee shall require) of any or all such rights, together with all the Owner Trustee’s right, title and interest in and to the Vessel, free and clear of any Owner SEA-LAND PACIFIC Encumbrances, but otherwise without any representation, recourse or warranty of any character on the next succeeding Payment Date after such Next Date part of the Owner Trustee, and (iii) shall have occurredthe right to abandon the Vessel to underwriters on behalf of the Owner Trustee as well as itself. In such case, the Owner Trustee shall, at a purchase price equal the Charterer’s expense, execute or cause to be executed such documents and take such other action as the Charterer shall require to effect the surrender to the Break Even Price insurance underwriters of the Leased Property (and if the Lessee makes such election the Break Even Price Vessel. The Charter Period shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior terminate with respect to the end Vessel upon payment of the Lease Term (as certified in writing by a construction consultant appointed by Lessee all Stipulated Loss Value and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the all Hire then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termowing.

Event of Loss. In the event of an Event of Loss, Parent or the affected Restricted Subsidiary of Parent, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the notes; provided, however, that Parent delivers to the Trustee within 90 days of such Event of Loss an Officers’ Certificate certifying that Parent has applied (or will apply after receipt of any anticipated insurance or similar proceeds) the Net Loss Proceeds or other sources in accordance with this sentence. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $15.0 million, the Issuer will make an offer (an “Event of Loss Offer”) to all holders and to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss to purchase or repurchase the notes and such other Permitted Additional Pari Passu Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of notes and such other Permitted Additional Pari Passu Obligations that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss (Offer, Parent may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture. If the aggregate principal amount of notes and other than Permitted Additional Pari Passu Obligations tendered pursuant to an Event of Taking) shall occur during Loss Offer exceeds the Base TermExcess Loss Proceeds, the Lessee trustee will select the notes and Parent or its agent shall give the Lessor prompt written notice of select such occurrence and the date thereof which notice shall contain an election by the Lessee other Permitted Additional Pari Passu Obligations to either (A) purchase the Leased Property from the Lessor be purchased on a pro rata basis based on the Next Date after such principal amount tendered. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to a Change of Control Offer, Asset Sale Offer or Event of Loss shall have occurred orOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control, if such Asset Sales or Event of Loss shall provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have occurred within ten (10) Business Days preceding a Payment Datebreached their obligations under the Change of Control, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default Asset Sales or Event of Default shall have occurred and be continuing and rebuilding Loss provisions of the Improvements is capable indenture by virtue of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termsuch compliance.

Event of Loss. If there shall occur an Event of Loss (other than an Event of Taking) shall occur during with respect to the Base TermProperty, the Lessee shall give Lessor, the Lessor Servicer, and the Indenture Trustee and the Surety prompt written notice thereof and elect, within sixty (60) days after the occurrence of such occurrence and the date thereof which notice Event of Loss, one of the following options provided that Lessee's election of proceeding under clause (ii) shall contain an election be effective only if restoration can be completed by the Lessee time specified in such clause (ii): Offer to either (A) purchase the Leased Property from the Lessor Lessor, on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Rent Payment Date, then which date shall be a date for which a value is set forth on Schedule 12.1 hereto (the next succeeding "Stipulated Loss Value Date"), and which Rent Payment Date shall be the first Rent Payment Date at least forty (40) days after Lessor accepts such Next Date shall have occurredoffer, at for a purchase price equal to the Break Even Price Stipulated Loss Value, determined as of such Stipulated Loss Value Date. In addition to the Leased purchase price, Lessee shall pay (A) all unpaid Base Rent with respect to the Property (and if the Lessee makes such election the Break Even Price shall become due and payable and on or before such Stipulated Loss Value Date plus any Supplemental Rent payable for the Lessee shall purchase the Leased Property period ending on such Payment DateStipulated Loss Value Date (excluding the Stipulated Loss Value and any Make-Whole Premium payable under clause (C), or below), plus (B) provided no Material Default or an amount equal to the reasonable out-of-pocket expenses of Lessor, Indenture Trustee (and the Servicer) and the Holders relating to the purchase, if any, by Lessee as a result of such Event of Default shall have occurred Loss, including reasonable attorneys' fees and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or costs actually incurred plus (C) the Fair Market Value Make-Whole Premium, if any, payable by the Lessor as determined by reference a consequence of the Lessor's prepayment of the Secured Notes in connection with such Event of Loss. For the avoidance of doubt, in the event that, despite the express provisions of this Lease to the Appraisal as contrary, a Stipulated Loss Payment is ever made on a date which is not a Rent Payment Date, then Lessee shall pay Base Rent and Supplemental Rent up to and including the date of such Stipulated Loss Payment with Base Rent for the semi-annual period in which the payment is made being prorated based on the number of days since the last Rent Payment Date to and including the date of such payment, over the number of days in the payment period. Lessor, (subject to the consent of the scheduled expiration Servicer, acting on behalf of the Indenture Trustee), shall have sixty (60) days from the date of receipt of Lessee's offer to decide whether to reject such offer. If Lessee has not received a response after forty (40) days, it may send a second notice to the Lease Term.foregoing parties, stating clearly that failure to reject such offer by the later of (i) the original sixty (60) day period, or (ii) ten (10) days after delivery of such second notice will result in Lessor's being deemed to have accepted such offer, and if Lessee has not received a response by such date, then Lessor shall be deemed to have accepted such offer; or

Event of Loss. If (a) The risk of all Events of Loss at all times up to the Effective Time shall be borne by Seller and the risk of all Events of Loss at or subsequent to the Effective Time shall be borne by Buyer. Upon the occurrence of an Event of Loss (other than an Event prior to the Effective Time, Seller shall take reasonable steps to repair, replace and restore damaged, destroyed or lost property to its condition prior to any such loss, damage, or destruction. In the event of Taking) shall occur during the Base Termany such loss, damage, or destruction, the Lessee proceeds of any claim for any loss, payable under any insurance policy with respect thereto, shall give be used to repair, replace, or restore any such property to its former condition subject to the Lessor prompt conditions stated below. In the event of any loss or damage to the Station or any of the Broadcasting Assets, Seller shall notify Buyer thereof in writing immediately. Such notice shall specify with particularity the loss or damage incurred, the cause thereof (if known or reasonably ascertainable), and the insurance coverage. In the event that the property is not completely repaired, replaced or restored on or before the scheduled Closing Date, Buyer at its option: (i) may elect to postpone Closing until such time as the property has been completely repaired, replaced or restored (and, if necessary, Seller shall join Buyer in requesting from the FCC any extensions of time in which to consummate the Closing that may be required in order to complete such repairs); or (ii) may elect to consummate the Closing and accept the property in its then condition, in which event Seller shall pay to Buyer all proceeds of insurance (including any deductible in connection therewith) and assign to Buyer the right to any unpaid proceeds. Seller shall have no responsibility to repair or replace damaged or destroyed Broadcasting Assets not covered by insurance (provided that any loss or damage to any Broadcasting Assets that is covered by insurance but subject to a deductible shall be deemed to be covered by insurance for purposes of this sentence) if the cost of such repair exceeds One Hundred Thousand Dollars ($100,000) in the aggregate, provided, however, that should Seller not advise Buyer within five (5) days after being requested to do so that Seller will repair or replace such Broadcasting Assets, Buyer may terminate this Agreement without penalty upon written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred Seller within ten (10) Business Days preceding a Payment Date, then on days after the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition required to be maintained pursuant to Section 9.1 and so as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termnotice from Seller.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) as to which the related Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer's Certificate notifying Lessor of such event and of such Lessee's decision not to rebuild such Leased Property, shall constitute an "EVENT OF LOSS". In the case of any other event which constitutes a Casualty, the related Lessee shall restore such Leased Property pursuant to SECTION 10.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the related Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event later of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10i) Business Days preceding a Payment Date, then on the 60th day and (ii) the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price following delivery of the Officer's Certificate pursuant to CLAUSE (iii) above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor's interest in such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of SECTION 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this SECTION 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the related Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, such Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to such Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in such insurance required to be maintained by reference such Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) which, in the good-faith judgment of the related Lessee, renders repair and restoration of a Leased Property impossible or impractical, or requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, and (iii) as to which such Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer's Certificate notifying Lessor of such event and of such judgment, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, the related Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the related Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event later of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10i) Business Days preceding a Payment Date, then on the thirtieth day and (ii) the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price following delivery of the Officer's Certificate pursuant to clause (iii) above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor's interest in such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the related Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, such Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to such Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in such insurance required to be maintained by reference such Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Term, and (ii) which, in the good-faith judgment of the related Lessee, renders repair and restoration of a Leased Property impossible or impractical, or requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, and (iii) as to which such Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer's Certificate notifying Lessor of such event and of such judgment, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, the related Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the related Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee pay to either (A) purchase the Leased Property from the Lessor on the Next earlier of (i) the Lease Termination Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten and (10ii) Business Days preceding a Payment Date, then on the next succeeding Payment Date occurring not less than ninety (90) days after such Next Date shall have occurred, at a purchase price the delivery of the Officer's Certificate pursuant to clause (iii) above an amount equal to the Break Even Price related Leased Property Balance. Upon Lessor's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor's interest in such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of any Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the related Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, such Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to such Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in such insurance required to be maintained by reference such Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Lease Term, (ii) which, in the good-faith judgement of Lessee, renders repair and restoration of any Property impractical or uneconomical and (iii) as to which Lessee, within thirty (30) days after the occurrence of such event, delivers to Lessor and the Lender an Officer's Certificate notifying Lessor and the Lender of such event and of such judgement, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, Lessee shall restore and rebuild the affected Property pursuant to Section 11.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the Lessee shall give pay to Lessor on the Lessor prompt written notice next Rent Payment Date following delivery of the Officer's Certificate pursuant to clause (iii) of the preceding sentence, in addition to all Basic Rent and Supplement Rent otherwise due on such date, an amount equal to the Lease Balance of the affected Property as of such occurrence date. Upon Lessor's receipt of such Lease Balance on such date, Lessor shall cause Lessor's interest in the Leased Property to be conveyed to Lessee in accordance with and subject to the date thereof which notice shall contain an election by the Lessee to either provisions of Section 15.5 ("Purchase Procedure") hereof, provided, however, that (A) purchase such conveyance may be by special warranty deed, but free and clear of Lessor's Liens and the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to the Break Even Price lien of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)related Mortgage, or (B) provided no Material Default or Event of Default Lessor shall have occurred no obligation to remove title defects other than Lessor Liens and be continuing and rebuilding the lien of the Improvements is capable related Mortgage affecting such Property and (C) Lessee's ability to obtain a title insurance policy shall not affect Lessee's obligation to purchase Lessor's interest in the affected Property. Upon completion of being completed such purchase, but not prior thereto, the affected Property shall be deemed released from this Lease and all obligations of the Lessee and Lessor with respect to such Property (including the obligation to make further payments of Basic Rent) shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the end consummation of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable purchase of the affected Property pursuant to the Lessor)this Section, rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by Lessee pursuant to Section 9.1 and so this Lease for Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in insurance required to be maintained by reference Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any event (i) which would otherwise constitute ------------- a Casualty during the Base Term, and (ii) which, in the good-faith judgment of Lessee, renders repair and restoration of the Leased Property impractical or uneconomical, and (iii) as to which Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer's Certificate notifying Lessor of such event and of such judgment, shall constitute an "Event of Loss". ------------- In the case of any other event which constitutes a Casualty, Lessee shall restore the Leased Property pursuant to Section 10.3. If an Event of Loss (other ------------ than an Event of Taking) Taking shall occur during the Base Termoccur, the Lessee shall give pay to Lessor on the Lessor prompt written notice next Payment Date following delivery of the Officer's Certificate pursuant to clause ------ (iii) above an amount equal to the Lease Balance. Upon Lessor's receipt of such occurrence and the date thereof which notice ----- Lease Balance on such date, Lessor shall contain an election by the Lessee to either (A) purchase cause Lessor's interest in the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to be conveyed to Lessee in accordance with and subject to the Break Even Price provisions of Section 14.5 hereof; upon completion of such purchase, but not ------------ prior thereto, this Lease and all obligations hereunder shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained ------------ by Lessee pursuant to Section 9.1 and so this Lease for the Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in insurance required to be maintained by reference Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any event (i) which would otherwise constitute a Casualty during the Base Lease Term subsequent to the Completion Date, and (ii) which, in the good-faith judgment of the Lessee, renders repair and restoration of the Leased Property impossible or impractical, or requires repairs to the Leased Property that would cost in excess of 50% of the original cost of the Leased Property, and (iii) as to which the Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor an Officer’s Certificate notifying Lessor of such event, of such judgment and of the Lessee’s decision not to repair and restore the Leased Property, shall constitute an “Event of Loss”. In the case of any other event which constitutes a Casualty, the Lessee shall restore the Leased Property pursuant to Section 10.3. If an Event of Loss (other than an Event of Taking) shall occur during the Base Termoccur, the Lessee shall give pay to the Lessor prompt written notice Agent on the earlier of such occurrence and (i) the date thereof which notice shall contain an election by that the Lessee insurance proceeds with respect to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten are paid by the related insurance carrier and (10ii) Business Days preceding a Payment Date, then on the next succeeding first Payment Date occurring more than ninety (90) days after such Next Date shall have occurred, at a purchase price delivery of the Officer’s Certificate pursuant to clause (iii) above an amount equal to the Break Even Price Lease Balance. Upon the Agent’s receipt of the Lease Balance on such date, Lessor shall cause Lessor’s interest in the Leased Property to be conveyed to the Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon completion of such purchase, but not prior thereto, this Lease and all obligations hereunder shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the Leased Property (and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date)pursuant to this Section 10.1, or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained by the Lessee pursuant to Section 9.1 and so this Lease for the Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, the Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary thereto, Lessor shall (Band shall cause the Agent and each Lender to) the then current Fair Market Value as determined by reference assign to the AppraisalLessee, or (C) without warranty, all of such parties’ rights to and interest in such insurance required to be maintained by the Fair Market Value as determined by reference Lessee pursuant to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. If (a) Upon the occurrence of an Event of ------------- Loss with respect to the Equipment, Lessee shall promptly (and in any event within the earlier of 30 days after the occurrence of such Event of Loss and five days after a Responsible Officer of Lessee obtains knowledge thereof) notify Lessor of such Event of Loss. On the earlier of (A) the Determination Date next following the date of receipt by Lessee of insurance proceeds in respect of such Event of Loss and (B) the latest Determination Date that occurs on or before the date 180 days following the occurrence of such Event of Loss, Lessee shall pay to Lessor an amount equal to the Stipulated Loss Value of the Equipment, computed as of such Determination Date, plus (if such Determination Date is a Basic Rent Payment Date) any Basic Rent payable on such date (it being understood and agreed that Lessee shall continue to be obligated to pay all Basic Rent due on any Basic Rent Payment Date occurring on or prior to the Determination Date on which such Stipulated Loss Value is due (notwithstanding the occurrence of such Event of Loss)). The excess of any proceeds referred to in Section 10.03(a) received by Lessee with respect to an Event of Loss (other than an Event over the amount of Taking) shall occur during the Base Term, the Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Stipulated Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal Value computed pursuant to the Break Even Price preceding sentence shall be the property of Lessee, except for payments with respect to the condemnation, confiscation, seizure or the requisition of title of the Leased Property (Equipment and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior except further for payments attributable to the end property interest of Lessor in the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor)Equipment recovered from any dealer, rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvementsmanufacturer, the Lessee shall rebuild the Improvements to the condition required to be maintained contractor or subcontractor pursuant to Section 9.1 6.03, in all of which cases such excess shall be divided between Lessor and so Lessee as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building, and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termtheir interests may appear.

Event of Loss. Any event (i) which would otherwise ------------- constitute a Casualty during the Base Term, and (ii) which, in the good-faith judgment of the related Lessee, (A) requires repairs to the related Leased Property that would cost in excess of 50% of the original cost of such Leased Property or (B) renders repair and restoration of the related Leased Property impossible or impractical, and with respect to which such Lessee has determined not to repair and restore such Leased Property (it being understood that the -- ----- ---------- Lessee shall have the option to either purchase the affected Leased Property or repair and restore the affected Leased Property) shall constitute an "Event of -------- Loss". Within sixty (60) days after the occurrence of such event, the related ---- Lessee shall deliver to Lessor an Officer's Certificate notifying Lessor of such event and of such judgment and decision not to repair and restore. In the case of any other event which constitutes a Casualty, the related Lessee shall restore such Leased Property pursuant to Section 10.3. If an Event of Loss (------------ other than an Event of Taking) Taking shall occur during the Base Termoccur, the related Lessee shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the affected Leased Property from the Lessor pursuant to Section 14.4 on the Next earlier of (i) the ------------ Lease Termination Date and (ii) the next Payment Date occurring not less than sixty (60) days after the delivery of the Officer's Certificate pursuant to the second preceding sentence; provided that if such an Event of Loss shall have occurred oroccur -------- during the Construction Term for such Leased Property, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurredrelated Lessee may, at a purchase price equal such Lessee's option, pay to the Break Even Price Lessor the Construction Failure Payment instead of paying the Leased Property (and if Balance as the Lessee makes purchase price for such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property (in which case the Lessor shall retain the Lessor's interest in such Leased Property, subject to the provisions of Section 5.7 of the ----------- Construction Agency Agreement with respect to remarketing). Upon Lessor's receipt of such Leased Property Balance on such Payment Datedate, Lessor shall cause Lessor's interest in such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof; upon ------------ completion of such purchase (or payment of the Construction Failure Payment, as the case may be), but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or (B) provided no Material Default contingent, that have arisen or Event relate to events occurring on or prior to such date of Default shall have occurred and be continuing and rebuilding purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the Improvements is capable purchase of being completed prior any Leased Property pursuant to the end of the Lease Term (as certified in writing by a construction consultant appointed by Lessee and acceptable to the Lessor)this Section 10.1, rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition any proceeds derived from insurance required to be maintained ------------ by the related Lessee pursuant to Section 9.1 and so this Lease for any Leased Property remaining after payment of such purchase price shall be paid over to, or retained by, such Lessee or as not to diminish (A) the utility of the Improvements as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to such Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in such insurance required to be maintained by reference such Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.

Event of Loss. Any single event (including a Release) affecting the Leased Property (i) which would otherwise constitute a Casualty during the Lease Term, (ii) which, in the good-faith judgement of Lessee, (A) renders repair and restoration of the Leased Property impractical or uneconomical, or (B) requires in excess of $5,000,000 to remedy or repair, and (iii) as to which Lessee, within sixty (60) days after the occurrence of such event, delivers to Lessor and the Lender an Officer's Certificate notifying Lessor and the Lender of such event and of such judgement, shall constitute an "Event of Loss". In the case of any other event which constitutes a Casualty, Lessee shall restore and rebuild the Leased Property pursuant to SECTION 11.3. If an Event of Loss (other than an Event of Taking) Taking shall occur during the Base Termoccur, the Lessee shall give pay to Lessor on the Lessor prompt written notice next Rent Payment Date following delivery of the Officer's Certificate pursuant to clause (iii) of the preceding sentence an amount equal to the Lease Balance. Upon Lessor's receipt of such occurrence and the date thereof which notice Lease Balance on such date, Lessor shall contain an election by the Lessee to either (A) purchase cause Lessor's interest in the Leased Property from the Lessor on the Next Date after such Event of Loss shall have occurred or, if such Event of Loss shall have occurred within ten (10) Business Days preceding a Payment Date, then on the next succeeding Payment Date after such Next Date shall have occurred, at a purchase price equal to be conveyed to Lessee in accordance with and subject to the Break Even Price provisions of SECTION 15.5 "Purchase Procedure" hereof. Upon completion of such purchase, but not prior thereto, this Lease and all obligations hereunder shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the Leased Property (pursuant to this Section, and if the Lessee makes such election the Break Even Price shall become due and payable and the Lessee shall purchase the Leased Property on such Payment Date), or (B) provided no Material Default or Event of Default shall have occurred and be continuing and rebuilding of the Improvements is capable of being completed prior to the end of extent the Lease Term (as certified Loans are not paid in writing by a construction consultant appointed by Lessee and acceptable to the Lessor), rebuild the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements to the condition full any proceeds derived from insurance required to be maintained by Lessee pursuant to Section 9.1 this Lease for the Leased Property remaining after payment of such purchase price shall be paid over to Lessor and so as not shall be applied by the Lessor to diminish (A) the utility pay interest on and principal of the Improvements Notes. If the Loans shall have been paid in full, any such proceeds shall be paid over to, or retained by the Lessee, or as a corporate office complex including a corporate office buildingit may direct, and any uses ancillary theretoLessor shall assign to Lessee, (B) the then current Fair Market Value as determined without warranty, all of Lessor's rights to and interest in insurance required to be maintained by reference Lessee pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termthis Lease.