Common use of Substantial Damage Clause in Contracts

Substantial Damage. Upon the occurrence of Substantial Damage (as hereinafter defined) to the Property after the Effective Date and before the Closing Date, Seller shall promptly deliver notice thereof to Purchaser, and Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof given to Seller and Escrow Agent within fifteen (15) days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement, or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day period.

Substantial Damage. Upon the occurrence of Substantial Damage (as hereinafter defined) to the Property after the Effective Date and before the Closing Date, Seller shall promptly deliver notice thereof to Purchaser, and Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof given to Seller and Escrow Agent within fifteen (15) days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement, or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period on or prior to Closing but including all business or rental interruption relating to the period after Closing and other than on or after Closingaccount of proceeds received by Seller and expended by Seller to remedy the loss resulting from the casualty), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period on or prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s 's approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “"Substantial Damage” " shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor Marriott refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day period.

Substantial Damage. Upon In case during the term hereof the Premises shall be substantially damaged or destroyed by fire or other casualty, the risk of which is covered by the Landlord's insurance, this lease shall, except as hereinafter provided, remain in full force and effect, and the Landlord shall promptly after such damage and the determination of the net amount of insurance proceeds available to the Landlord, expend so much as may be necessary of such net amount to restore, at its cost (and not at Tenant's expense) (consistent, however, with zoning laws and building codes then in existence), the Premises (and not at Tenant's expense) to substantially the condition in which such portion of the Premises was in at the time of such damage, except as hereinafter provided, but the Landlord shall not be responsible for delay which may result from any cause beyond the reasonable control of the Landlord. Should the net amount of insurance proceeds available to the Landlord be insufficient to cover the cost of restoring the Premises, in the reasonable estimate of the Landlord, the Landlord may, but shall have no obligation to, supply the amount of such insufficiency and restore the Premises with all reasonable diligence or the Landlord may terminate this lease by giving notice to the Tenant not later than a reasonable time after the Landlord has determined the estimated net amount of insurance proceeds available to the Landlord and the estimated cost of such restoration. In case of substantial damage or destruction, as a result of a risk which is not covered by the Landlord's insurance, the Landlord shall likewise be obligated to rebuild the Premises, all as aforesaid, unless the Landlord, within a reasonable time after the occurrence of Substantial Damage (as hereinafter defined) such event, gives written notice to the Property after Tenant of the Effective Date and before Landlord's election to terminate this lease. However, if the Closing DatePremises shall be substantially damaged or destroyed by fire, Seller windstorm, or otherwise within the last year of the term of this Lease or if the Premises cannot be restored for occupancy by Tenant within 270 days following the date of such casualty, either party shall promptly deliver have the right to terminate this lease, provided that notice thereof to Purchaser, and Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof is given to Seller and Escrow Agent within fifteen the other party not later than sixty (1560) days after receipt such damage or destruction. If said right of notice from Seller termination is exercised, this lease and the term hereof shall cease and come to an end as of the date of said damage or destruction. Unless this lease is terminated as provided in this Section 11.2, or in Section 11.4, if the Premises shall be damaged or destroyed by fire or other casualty, then the Tenant shall (i) repair and restore all portions of the Premises not required to be restored by the Landlord pursuant to this Article XI to substantially the condition which such Substantial Damageportions of the Premises were in at the time of such casualty, whereupon (ii) equip the Deposit will be returned to PurchaserPremises with trade fixtures and all personal property necessary or proper for the operation of the Tenant's business, and (iii) open for business in the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement, or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing, or Premises -- as soon thereafter as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day periodpossible.

Substantial Damage. Upon In case during the term hereof the Premises shall be substantially damaged or destroyed by fire or casualty, the risk of which is covered by Landlord’s insurance, this Lease shall, except as hereinafter provided, remain in full force and effect, and Landlord shall promptly after such damage and the determination of the net amount of insurance proceeds available to Landlord, expend so much as may be necessary of such net amount to restore (consistent, however, with zoning laws and building codes then in existence to the extent applicable to such reconstruction), the Premises (excluding Tenant’s Property) to substantially the condition in which the Premises was in at the time of such damage, except as hereinafter provided, but Landlord shall not be responsible for delay which may result from force majeure, as defined in Section 20.22 hereinbelow. Should the net amount of insurance proceeds available to Landlord be insufficient to cover the cost of restoring the Premises, in the reasonable estimate of Landlord, Landlord may, but shall have no obligation to, supply the amount of such insufficiency and restore the Premises with all reasonable diligence or Landlord may terminate this Lease by giving notice to Tenant not later than a reasonable time (not to exceed thirty (30) days) after Landlord has determined the estimated net amount of insurance proceeds available to Landlord and the estimated cost of such restoration. In case of substantial damage or destruction, as a result of a risk which is not covered by Landlord’s insurance, Landlord shall likewise be obligated to rebuild the Premises, all as aforesaid, unless Landlord, within a reasonable time (not to exceed thirty (30) days) after the occurrence of Substantial Damage (such event, gives written notice to Tenant of Landlord’s election to terminate this Lease. If Landlord shall elect to terminate this Lease, as hereinafter defined) aforesaid, this Lease and the term hereof shall cease and come to an end as of the date of said damage or destruction. In addition to the Property after foregoing, in the Effective Date and before event that the Closing Date, Seller Premises shall promptly deliver notice thereof to Purchaser, and Purchaser may, at its optionbe substantially damaged, either (a) Landlord or Tenant may terminate this Agreement Lease by written notice thereof to the other given to Seller and Escrow Agent within fifteen thirty (1530) days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement, damage or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day perioddestruction.

Substantial Damage. Upon If the occurrence Premises are substantially damaged (being defined as more that 30% damage) or rendered wholly unusable or (whether or not the Premises are damaged in whole or in part) if the building of Substantial Damage (as hereinafter defined) which the Premises are part shall be so damaged as, in Landlord's reasonable judgement, practically to the Property after the Effective Date and before the Closing Daterequire demolition or rebuilding thereof, Seller shall promptly deliver notice thereof to Purchaserthen, and Purchaser may, at its optionin any of such events, either (a) party may elect to terminate this Agreement Lease by written notice thereof to the other party given to Seller and Escrow Agent within fifteen sixty (1560) days after receipt such fire or casualty specifying a - 8 - date of the expiration of this Lease, which date shall not be more than thirty (30) days after the giving of such notice, and upon the date specified in such notice from Seller the Term shall expire as fully and completely as if such date were the date set forth above for the expiration of this Lease, and Tenant shall forthwith quit, surrender and vacate the Premises, without prejudice, however, to Landlord's rights and remedies against Tenant under provisions of this Lease in effect prior to such Substantial Damagetermination, whereupon the Deposit will and any rent owing shall be paid up to such date, and any payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to PurchaserTenant. Unless Landlord or Tenant shall serve a termination notice as provided for herein, Landlord shall make the repairs and restorations with all reasonable expedition subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Landlord's control, and this Lease shall continue in full force and effect. It is understood that there shall be a pro rata abatement for rent for any period of time during which the parties Premises shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement, or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) damaged condition, whether or any damage which results in not the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date Premises shall be extended to five (5) business days after expiration of the full fifteen (15) day periodpartially or wholly unusable.

Substantial Damage. Upon the occurrence of Substantial Damage (as hereinafter defined) Notwithstanding anything to the Property after contrary set forth herein, if substantial damage or destruction occurs during the Effective Date and before last two years of the Closing DateLease Term, Seller shall promptly deliver notice thereof as extended by any Extension Term for which Tenant already has exercised (or subsequently does exercise) its extension option, so that the cost to Purchaserrepair the Building to substantially the same condition as existed prior to such damage or destruction equals or exceeds 35% of the cost to replace the Building, and Purchaser mayas reasonably determined by the insurance adjusters (the "Substantial Damage"), then either Landlord or Tenant, at its option, either (a) may terminate this Agreement by Lease upon written notice thereof given delivered to Seller and Escrow Agent within fifteen (15) the other party at least 15 days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaserin advance, and all obligations hereunder, except those due or mature, shall cease and terminate; provided that: (i) if: (A) Substantial Damage occurs during the parties final two years of the Lease Term, as extended by any Extension Terms; (B) Tenant has not exercised its rights to extend the Lease Term for all remaining Extension Terms; and (C) Tenant has not waived (or been deemed to have waived) its rights to extend the Lease Term for all remaining Extension Terms; then neither Landlord nor Tenant shall have no further obligations under the right to terminate this Agreement, except Lease until the date of the earlier of: (A) the expiration of the period during which Tenant may exercise its rights to extend the Lease Term for those which expressly survive any termination of this Agreement, the next Extension Term; or (bB) proceed the waiver (or deemed waiver) by Tenant of its rights to close extend the transaction contemplated herein without Lease Term for the next Extension Term; and (ii) if: (A) Substantial Damage occurs during the final two years of the Lease Term, as extended by any delay pursuant Extension Terms; and (B) Tenant exercises its rights to extend the Lease Term for the next Extension Term; then neither Landlord nor Tenant shall have the right to terminate this Lease. Notwithstanding anything to the terms hereofcontrary set forth herein, in which event Seller shall deliver to Purchaser at if: (i) Substantial Damage occurs during the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount final two years of the deductible. If Purchaser Lease Term, as extended by any Extension Terms; (ii) Tenant has not terminated this Agreement due exercised its rights to extend the Substantial Damage, Seller shall timely file Lease Term for all remaining Extension Terms; and process a claim respecting (iii) Tenant has not waived (or been deemed to have waived) its rights to extend the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which Lease Term for all remaining Extension Terms; then Landlord shall not be unreasonably withheldobligated to repair or replace the Building until the date of the earlier of: (i) the exercise by Tenant of its rights to extend the Lease Term for the next Extension Term; or (ii) the waiver (or deemed waiver) by Tenant of its rights to extend the Lease Term for the next Extension Term; provided that, delayed if Tenant fails to exercise its rights to extend the Lease Term for the next Extension Term within ten days after Landlord delivers to Tenant a written estimate of the period required to repair or conditioned. For purposes of this Agreementreplace the Building, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date then Tenant shall be extended deemed to five (5) business days after expiration of have waived its rights to extend the full fifteen (15) day periodLease Term for all remaining Extension Terms.

Substantial Damage. Upon If during the occurrence of Substantial Damage (as hereinafter defined) to Term, the Property after Premises are destroyed or damaged by fire or other perils covered by the Effective Date and before the Closing Date, Seller shall promptly deliver notice thereof to Purchaserinsurance, and Purchaser mayif such damage is substantial, or if damaged by an uninsured peril where the estimated cost of repair exceeds six (6) months’ rent, Landlord may at its option, option either (a) terminate promptly repair such damage at Landlord’s expense, in which event this Agreement by written notice thereof given to Seller Lease will continue in full force and Escrow Agent within fifteen (15) days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreementeffect, or (b) proceed cancel this Lease as of the date of such damage, by giving Tenant written notice of its election within ten (10) days after the date Tenant notifies Landlord of such damage. If Landlord elects option (a), Landlord will include in the notice a good faith estimate of the time Landlord expects to close complete such repairs. If (x) the transaction contemplated herein without any delay pursuant estimated completion date for the repairs is more than one hundred eighty (180) days after the date Tenant notifies Landlord of such damage or (y) the remaining portion of the Premises not destroyed or damaged is of such size or configuration that it is not commercially reasonable for Tenant to conduct its business in the Premises, Tenant will have an option to cancel this Lease by giving Landlord written notice of its election to do so within thirty (30) days after the date Tenant receives the notice from Landlord as to the terms hereofexpected date of completion of the repair work, in which event Seller cancellation will be effective at such date specified by Tenant, which such date shall deliver to Purchaser at be no later than ninety (90) days after the Closing, or date Tenant receives the notice from Landlord as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account expected date of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount completion of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditionedrepair work. For purposes of this AgreementSection 10, the term “Substantial Damagesubstantial” shall mean any casualty damage to the Premises (measured by the estimated cost of restoration) that is (A) greater than 50% of its then replacement cost above the foundation, or loss resulting in a repair expense in excess (B) more than 25% of Two Hundred Fifty Thousand Dollars the square feet of the Premises and that renders the Premises untenantable for more than one hundred eighty ($250,000.00180) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration the date Tenant notifies Landlord of the full fifteen (15) day damage. Notwithstanding any other provision in this Section 10, if damage to the Premises is caused by the willful misconduct or negligence of Tenant, and such damage is not subject to waiver of subrogation under Section 9.7, then Tenant will be responsible for repair and rent will not xxxxx during the repair period.

Substantial Damage. Upon the occurrence of Substantial Damage (as hereinafter defined) If prior to the Closing Date any portion of the Property after is damaged or destroyed by fire or other casualty (a "Property Casualty") and if (i) the Effective Date cost to repair the same as reasonably estimated by Seller and before Buyer is less than $250,000, this Agreement shall not terminate as a result of the Closing DateProperty Casualty, Seller shall promptly deliver notice thereof to Purchaser, and Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof given to Seller and Escrow Agent within fifteen (15) days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement, obligation to repair or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to restore the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), Casualty and Purchaser Buyer shall receive at Closing a credit against the Purchase Price in the amount reasonably estimated by Seller and Buyer as the cost to fully repair and restore the Property Casualty. If a Property Casualty occurs prior to Closing and the cost to repair the same as reasonably estimated by Seller and Buyer is more than $250,000, or such damage results in the termination of the deductibleLease with Penske Truck Leasing Co., LP, UGI Utilities, Inc., Xxxxxxx/Commonwealth, Inc. or Xxxxxxx Power, Buyer may terminate this Agreement by giving notice to Seller within thirty (30) days after Buyer receives notice of the casualty, unless, prior to such date, Seller and Buyer shall have agreed (it being understood that neither the Seller nor Buyer shall have any obligation to so agree) to postpone the Closing Date for a period of time sufficient to permit Seller to fully repair and restore the Property Casualty prior to Closing. If Purchaser has there is any partial or total damage or destruction of any portion of the Property, as above set forth, and if Buyer elects not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of terminate this Agreement, “Substantial Damage” then all insurance proceeds paid or payable to Seller shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing belong to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date Buyer and shall be extended paid over and assigned to five (5) business days after expiration of Buyer at Closing, and Seller shall further execute all assignments and any other documents or other instruments as Buyer may reasonably request or as may be necessary to transfer all interest in all such proceeds to Buyer or to whomever Buyer shall direct. In the full fifteen (15) day periodevent that the Seller and Buyer are unable to agree on the amount required to repair or restore the Property Casualty, either Seller or Buyer may request that the amount to fully repair and restore the Property Casualty be conclusively determined by an insurance adjuster selected by Seller and Buyer jointly.

Substantial Damage. Upon In case during the term hereof the Premises or the Garage or access thereto shall be substantially damaged or destroyed by fire or other casualty, the risk of which is covered by the Landlord's insurance, this Lease shall, except as hereinafter provided, remain in full force and effect, and the Landlord shall promptly after such damage and the determination of the net amount of insurance proceeds available to the Landlord, expend so much as may be necessary of such net amount to restore the Premises to the extent required of -38- Landlord hereunder, at its cost (and not at Tenant's expense) (consistent, however, with zoning laws and building codes then in existence), to substantially the condition in which Premises, the Garage and access thereto were in at the time of such damage, except as herein provided, but the Landlord shall not be responsible for delay which may result from any cause beyond the reasonable control of the Landlord. Should the net amount of insurance proceeds available to the Landlord be insufficient to cover the cost of restoring the Premises, in the reasonable estimate of the Landlord, the Landlord may, but shall have no obligation to, supply the amount of such insufficiency and restore the Premises with all reasonable diligence or the Landlord may terminate this Lease by giving notice to the Tenant not later than one hundred twenty (120) days after the Landlord has determined the estimated net amount of insurance proceeds available to Landlord and the estimated cost of such restoration. In case of substantial damage or destruction, as a result of a risk which is not covered by the Landlord's insurance, the Landlord shall likewise be obligated to rebuild the Premises, all as aforesaid, unless the Landlord, within ninety (90) day after the occurrence of Substantial Damage (as hereinafter defined) such event, gives written notice to the Property after Tenant of the Effective Date Landlord's election to terminate this Lease. For the purposes hereof, any deductible or other self-insurance by the Landlord shall be considered a part of the net insurance proceeds available for restoration. However, if the Premises, such access and before the Closing DateGarage shall be substantially damaged or destroyed by fire, Seller windstorm, or otherwise within the last year of the Term of this Lease, as the same has been extended, either party shall promptly deliver have the right to terminate this Lease, provided that notice thereof to Purchaser, and Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof is given to Seller and Escrow Agent within fifteen the other party not later than sixty (1560) days after receipt of notice from Seller as to such Substantial Damagedamage or destruction; provided, whereupon the Deposit will be returned to Purchaserhowever, that if Landlord has so exercised such option and the parties shall have no further obligations if Tenant then has a right under this Agreement, except for those which expressly survive any termination Lease to extend the term of this Agreement, Lease then Tenant may render Landlord's exercise of such right of termination nugatory and of no force or effect provided that Tenant gives Landlord notice exercising such right of extension within ten (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (510) business days after expiration its receipt of Landlord's notice of termination; and further provided that if only portions of the full fifteen Premises have been damaged (15on a floor by floor basis) and the access to such portions of the Premises have not been damaged Tenant shall have the right to occupy the portions of the Premises not so damaged for the remainder of what would have been the term of this Lease upon all the terms and conditions hereof but such occupancy must be on a floor by floor basis for any floor not so damaged. If said right of termination is exercised, this Lease and the term hereof shall cease and come to an end as of the date of said damage or destruction. Further, if the Premises, such access and the Garage shall be substantially damaged or destroyed by fire or casualty and the Landlord shall fail to commence the restoration thereof within sixty (60) days after the date of such damage or destruction (such 60 day periodperiod to be extended to the extent necessary for the Landlord to obtain insurance proceeds and building permits to effect such restoration and to the extent of any Landlord's Force Majeure), then Tenant may elect to terminate this Lease by notice to Landlord given before the Landlord has commenced such work and the termination shall take effect unless Landlord commences such work within thirty (30) days after such notice; and if after having commenced such restoration work, the Landlord shall fail to substantially complete such work within 270 days after its commencement, such 270-day period to be extended for up to ninety (90) days to the extent of delays due to Landlord's Force Majeure, then Tenant may elect to terminate this Lease by notice to Landlord given before Landlord shall have so completed such work and such termination shall take effect unless Landlord so completes such work within thirty (30) days after such notice. Unless this Lease is terminated as provided in this Section 11.2, or in Section 11.4, if the Premises shall be damaged or destroyed by fire or other casualty, then the Tenant shall (i) repair and restore all portions of the Premises not required to be restored by Landlord pursuant to this Article XI to substantially the condition which such portions of the Premises were in at the time of such casualty, (ii) equip the Premises with trade fixtures and all personal property necessary or proper for the operation of the Tenant's business, and (iii) open for business in the Premises - as soon thereafter as possible.

Substantial Damage. Upon If the occurrence of Substantial Damage Property are substantially damaged (as hereinafter defined) to the Property after extent of fifty percent (50%) or more of the Effective Date and before replacement value), whether by casualty or otherwise, within the Closing Datelast eighteen (18) months of the Term or any Renewal Term, Seller shall promptly deliver notice thereof as the case may be, then, in any of such events, Landlord or Tenant may elect to Purchaser, and Purchaser may, at its option, either (a) terminate this Agreement Lease by written notice thereof to the other given to Seller and Escrow Agent within fifteen ninety (1590) days after receipt such fire or casualty specifying a date for the expiration of notice from Seller this Lease. In such an instance, the termination date shall be agreed upon in writing in an amendment to this Lease, which shall provide i) that Tenant shall assign all insurance proceeds (of it Tenant is self-insured, an amount equal to the replacement value) applicable to the damage to Landlord and Tenant shall pay to Landlord the full amount of any deductible associated with all relevant insurance claims, and ii) that the termination date shall not be more than sixty (60) days after the giving of such notice, and upon the date specified in such amendment. Upon the termination date specified in the amendment, the Term or any Renewal Term, as the case may be, shall expire as fully and completely as if such date were the date set forth above for the expiration of this Lease. Tenant shall then vacate the Property, without prejudice, however, to Landlord’s rights and remedies against Tenant under the provisions of this Lease in effect prior to such Substantial Damagetermination. Any Rent owing shall be paid up to such date, whereupon the Deposit will and any payments of Rent made by Tenant that were on account of any period subsequent to such date shall be returned to PurchaserTenant. Notwithstanding the foregoing, Tenant shall have the right to nullify Landlord’s termination of the Lease pursuant to this Section 13.3 by agreeing to rebuild the Improvements, which it shall then do in the same manner as set forth in Section 13.2 of this Lease, and during the parties final eighteen (18) months of the Term if there is a Renewal Term which remains unexercised, by providing written notice to Landlord of the exercise of a Renewal Term as provided pursuant to Section 3.2 of this Lease. Such notice shall have be given by Tenant no further obligations under this Agreement, except for those which expressly survive any later than thirty (30) days following Tenant’s receipt of a notice of termination of this Agreement, or (b) proceed to close the transaction contemplated herein without any delay Landlord pursuant to this Section 13.3. Unless Landlord or Tenant shall serve a termination notice as provided for herein, Tenant shall make the terms hereofrepairs and restorations with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Tenant’s control, and this Lease shall continue in which full force and effect. In the event Seller shall deliver of a termination of the Lease pursuant to Purchaser at the Closing, or as soon as availablethis Section 13.3, any and all insurance proceeds actually received by Seller and attributable (or, if Tenant is self-insured, an amount equal to the Property damaged by such casualty (other than on account of business or rental interruption relating replacement value) allocable to the period prior to Closing Tenant’s Improvements, but including all business or rental interruption relating to the period on or after Closing)excluding its personal property and fixtures, shall assign be paid to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day periodLandlord.

Substantial Damage. Upon Subject to reinstatement as provided below, if a substantial part of the Hotel shall be materially damaged by fire or other casualty, either party may, within ninety (90) days after the occurrence of Substantial Damage (as hereinafter defined) such event, give notice to the Property after the Effective Date and before the Closing Date, Seller shall promptly deliver notice thereof to Purchaser, and Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof given to Seller and Escrow Agent within fifteen (15) days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties shall have no further obligations under other terminating this Agreement, except for those which expressly survive any termination of this Agreement, or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this AgreementSection 10.1, “Substantial Damage” the Hotel shall mean be deemed to have been substantially damaged if either: (i) the estimated cost of the Restoration shall exceed fifty percent (50%) of the estimated cost (excluding foundation, footing and excavation cost) of replacing the Hotel by constructing, furnishing and equipping, in accordance with the Legal Requirements, Insurance Requirements and requirements under any casualty lease, or loss resulting Deed of Trust then in effect, a repair expense new hotel on the Premises which shall be substantially the same or better than the Hotel, as it was immediately prior to such casualty; or (ii) the length of time required for Restoration shall be in excess of Two Hundred Fifty Thousand Dollars twenty four ($250,000.0024) months from the date of such casualty. Any insurance proceeds paid under any business interruption or similar insurance policy for loss of income and profits shall be apportioned between Owner and Operator taking into account the terms of this Agreement with Operator’s claim against such proceeds measured by the portion of such proceeds necessary to recover the Annual Operating Fee and Operator’s reimbursed expenses for the period of time covered by such insurance. Notwithstanding the foregoing, if within three (3) years following such substantial damage Owner shall commence Restoration and shall proceed therewith, Operator shall have the right (but not the obligation) at any damage time to elect, within ninety (90) days of the date upon which results Operator becomes aware that such Restoration has commenced, that this Agreement shall be deemed reinstated in accordance with all the Franchisor refusing terms and conditions hereof; provided, however, that Operator’s duties shall be suspended until the Hotel is substantially ready to enter into be reopened and the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen termination date (15and Term) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five reflect the period during which business interruption insurance in amounts less than all amounts that would otherwise be paid to Operator under Section 7.1 above was paid to Operator while the Hotel is closed. Within one hundred eighty (5180) business days after expiration following the event of damage or destruction Owner shall notify Operator that it either elects to terminate this Agreement or that it elects to rebuild or commence Restoration. In the event Owner elects to rebuild and commence Restoration and it so notifies Operator, it shall thereafter use its best efforts and shall diligently pursue Restoration and shall, within three (3) years, commence construction and shall thereafter diligently proceed therewith, with all reasonable efforts. In the event Owner so proceeds with Restoration and Operator has not elected to terminate this Agreement as herein provided, this Agreement shall continue in accordance with all the terms and conditions hereof, and in that event or any event, if this Agreement is not terminated or is reinstated as provided herein, Owner shall retain Operator as a consultant during such Restoration to provide its customary technical services for customary compensation. Operator shall be paid each month from the date of such damage until the new opening date the amount projected (in the Annual Operating Plan most recently approved prior to the date of such casualty) as the monthly amount of the full fifteen Annual Operating Fee (15) day periodthe “Projected Monthly Fee”); provided, however, in lieu of the Projected Monthly Fee, Operator shall be paid no more than the applicable business interruption insurance proceeds designated for payment of the Annual Operating Fee so long as Owner has obtained appropriate business interruption insurance in accordance with Section 7.1.4 hereof. In the event Owner elects to terminate this Agreement as provided in this Section 10.1, then all remaining insurance proceeds shall be paid to Owner and Owner shall pay to Operator the Termination Fee it would have received had the Hotel been sold at the time of such casualty.

Substantial Damage. Upon If during the occurrence of Substantial Damage (as hereinafter defined) to Term, the Property after Premises are destroyed or damaged by fire or other perils covered by the Effective Date and before the Closing Date, Seller shall promptly deliver notice thereof to Purchaserinsurance, and Purchaser mayif such damage is substantial, or if damaged by an uninsured peril where the estimated cost of repair exceeds two (2) months’ rent, Landlord may at its option, option either (a) terminate promptly repair such damage at Landlord’s expense, in which event this Agreement by written notice thereof given to Seller Lease will continue in full force and Escrow Agent within fifteen (15) days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreementeffect, or (b) proceed cancel this Lease as of the date of such damage, by giving Tenant written notice of its election within ten (10) days after the date Tenant notifies Landlord of such damage. If Landlord elects option (a), Landlord will include in the notice a good faith estimate of the time Landlord expects to close complete such repairs. If (x) the transaction contemplated herein without any delay pursuant estimated completion date for the repairs is more than one hundred eighty (180) days after the date Tenant notifies Landlord of such damage or (y) the remaining portion of the Premises not destroyed or damaged is of such size or configuration that Tenant, in Tenant’s commercially reasonable judgment, determines that Tenant is unable conduct its business in the Premises, Tenant will have an option to cancel this Lease by giving Landlord written notice of its election to do so within ten (10) days after the date Tenant receives the notice from Landlord as to the terms hereofexpected date of completion of the repair work, in which event Seller cancellation will be effective at such date specified by Tenant, which such date shall deliver to Purchaser at be no later than ninety (90) days after the Closing, or date Tenant receives the notice from Landlord as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account expected date of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount completion of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day periodwork.

Substantial Damage. Upon In the event the Premises are damaged or destroyed by fire or other casualty, Tenant must give Landlord written notice of the occurrence of Substantial Damage such fire or other casualty (as hereinafter defineda "CASUALTY") Within 30 days after Tenant notifies Landlord of the occurrence of such damage or destruction, Landlord must deliver to Tenant a realistic construction schedule, prepared by a reputable general contractor selected by Landlord, setting forth such general contractor's estimated time periods to complete key portions of the Property repair and restoration, and to fully complete such repair and restoration (the "CONSTRUCTION SCHEDULE"). If the Construction Schedule indicates that the repair and restoration will not be substantially completed within eight months after the Effective Date and before the Closing Daterestoration plans have been approved by Tenant (such damage being herein termed "SUBSTANTIAL DAMAGE"), Seller shall promptly deliver notice thereof to Purchaser, and Purchaser may, at its option, then either (a) Landlord or Tenant may terminate this Agreement Lease by written notice thereof given to Seller and Escrow Agent the other at any time within fifteen (15) 30 days after receipt Landlord delivers the Construction Schedule to Tenant. Such termination shall be effective as of the date set forth in such notice, which date cannot be less than 30 days after the date of such notice from Seller nor more than 90 days after the date of such notice. In the event neither Landlord nor Tenant terminates this Lease as a result of such fire or other Casualty, but Landlord fails to substantially complete such Substantial Damagerepair and restoration as provided under Section 10.(c) within eight months after the restoration plans have been approved by Tenant (or such longer period as specified in the Construction Schedule) plus additional days of delay in obtaining substantial completion caused by force majeure or by a Tenant Party's acts or omissions, whereupon then Tenant may terminate this Lease by delivering written notice to Landlord, specifying a termination date no later than 60 days after the Deposit will be returned date of such notice, at any time after the end of the applicable time period but before the substantial completion of such repair and restoration. If (1) Landlord is required to Purchaser, and apply a substantial amount of the parties shall have no further obligations under this Agreement, except for those which expressly survive insurance proceeds to reduce the balance of any termination of this Agreementdebt secured by a mortgage on the Premises, or (b2) proceed the damage is not of a type covered or required to close be covered by Landlord's insurance, then Landlord may terminate this Lease by delivering written notice to Tenant thereof, effective as the transaction contemplated herein without any delay pursuant to the terms hereof, date specified in which event Seller shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approvalnotice, which date shall not be unreasonably withheld, delayed or conditionedearlier than 60 days after the date of such notice. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results Landlord must exercise the termination rights specified in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or closeprevious sentence, the Scheduled Closing Date shall be extended to five (5) business if at all, within 60 days after expiration the occurrence of the full fifteen (15) day periodCasualty in question.

Substantial Damage. Upon If, after the commencement of the Term of this Lease and prior to the expiration or earlier termination hereof, the Premises or the buildings in which the Premises are situated shall be substantially damaged (as that term is hereinafter defined) by fire or casualty, the risk of which is covered by Lessor's insurance, Lessor shall, promptly after such damage and collection of the insurance proceeds therefor, expend so much as may be necessary to restore (consistent, however, with zoning laws and building codes then in existence), the Premises and the buildings in which the Premises are situated to the condition in which the Premises were in at the time of such fire or casualty; but Lessor shall not be responsible for any delay which may result from causes beyond the reasonable control of Lessor; provided, however, that Lessee may terminate this Lease by notice to Lessor if such restoration is not or cannot be completed within six (6) months after the occurrence of Substantial Damage the fire or casualty. In the event that Lessor shall terminate the Lease as herein provided, Lessor shall, promptly after such termination, reimburse Lessee for the unamortized value of Lessee's leasehold improvements and fixtures. If Lessor shall restore the Premises as provided herein or in Section 11.2 hereof, Lessee shall not be required to open for business and pay Rent until thirty (as hereinafter defined30) days after Lessor delivers possession of the restored Premises to Lessee. In the Property after event that the Effective Date and before Premises are substantially damaged by reason of a casualty for which insurance is not required to be maintained hereunder, Lessor shall have the Closing Date, Seller shall promptly deliver notice thereof to Purchaser, and Purchaser mayright, at its optionelection, either (a) to terminate this Agreement Lease by written notice thereof to Lessee given to Seller and Escrow Agent within fifteen thirty (1530) days after receipt the date of notice from Seller as to any such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement, damage or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereofdestruction. Lessor covenants that it shall, in which event Seller shall deliver any event, maintain insurance against fire or other casualties in an amount equal to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty one hundred (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount 100) percent of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration replacement value of the full fifteen (15) day periodbuildings in which the Premises are situated.

Substantial Damage. Upon In case during the term hereof the Premises or the Garage or access thereto shall be substantially damaged or destroyed by fire or other casualty, the risk of which is covered by the Landlord's insurance, this Lease shall, except as hereinafter provided, remain in full force and effect, and the Landlord shall promptly after such damage and the determination of the net amount of insurance proceeds available to the Landlord, expend so much as may be necessary of such net amount to restore the Premises to the extent required of Landlord hereunder, at its cost (and not at Tenant's expense) (consistent, however, with zoning laws and building codes then in existence), to substantially the condition in which Premises, the Garage and access thereto were in at the time of such damage, except as herein provided, but the Landlord shall not be responsible for delay which may result from any cause beyond the reasonable control of the Landlord. Should the net amount of insurance proceeds available to the Landlord be insufficient to cover the cost of restoring the Premises, in the reasonable estimate of the Landlord, the Landlord may, but shall have no obligation to, supply the amount of such insufficiency and restore the Premises with all reasonable diligence or the Landlord may terminate this Lease by giving notice to the Tenant not later than one hundred twenty (120) days after the Landlord has determined the estimated net amount of insurance proceeds available to Landlord and the estimated cost of such restoration. In case of substantial damage or destruction, as a result of a risk which is not covered by the Landlord's insurance, the Landlord shall likewise be obligated to rebuild the Premises, all as aforesaid, unless the Landlord, within ninety (90) day after the occurrence of Substantial Damage (as hereinafter defined) such event, gives written notice to the Property after Tenant of the Effective Date and before the Closing Date, Seller shall promptly deliver notice thereof Landlord's election to Purchaser, and Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof given to Seller and Escrow Agent within fifteen (15) days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement, or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day period.-39-

Substantial Damage. Upon If during the occurrence term hereof the Leased Premises are destroyed or damaged by fire or other perils in an amount exceeding twenty-five percent (25%) of Substantial Damage (as hereinafter defined) its full construction/replacement cost, then Landlord may elect to the Property after the Effective Date and before the Closing Date, Seller shall promptly deliver notice thereof to Purchaser, and Purchaser may, at its option, either (a) terminate this Agreement Lease by giving Tenant written notice thereof given to Seller and Escrow Agent of such termination within fifteen sixty (1560) days after receipt the date of notice from Seller such damage. Otherwise, Landlord shall proceed with reasonable diligence to restore the Leased Premises to a condition comparable to that existing prior to the damage. Landlord shall notify Tenant within thirty (30) days of any such damage of the time required to repair and restore the Leased Premises and if such time is reasonably estimated to exceed nine (9) months then Tenant shall have the right to terminate this Lease. Tenant shall cooperate with Landlord during the period of repair and vacate all or any part of the Leased Premises to the extent necessary for the performance of the required work. If Landlord repairs or rebuilds, all insurance payments for fire damage or destruction to the improvements on the Leased Premises shall be used for the sole purpose of repairing, rebuilding and/or restoring the improvements on the Leased Premises, unless this Lease is terminated as to the result of such damage or destruction. If the improvements on Leased Premises are not rebuilt or restored, the insurance proceeds for loss of Landlord’s building and property and loss of rent shall become the sole property of Landlord, and the Lease shall terminate effective as of the date of such damage or destruction. If any Substantial Damage, whereupon or any other damage that makes the Deposit will be returned to PurchaserLeased Premises not reasonably useable by Tenant for its intended use, is not fully repaired and the parties improvements on the Leased Premises fully restored within 9 months, Tenant shall have no further obligations under the right to terminate this Agreement, Lease. Tenant shall release its interest and endorse all insurance proceed checks to Landlord (except for those which expressly survive any termination of this AgreementTenant’s own business interruption insurance) when no rebuilding is undertaken, or (b) proceed to close for the transaction contemplated herein without any delay pursuant to the terms hereofpayment of rebuilding and restoration costs when such is undertaken. Property insurance on Tenant’s trade fixtures, in which event Seller shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller equipment and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date personal property shall be extended to five (5) business days after expiration the property of the full fifteen (15) day periodTenant.

Substantial Damage. Upon If during the occurrence of Substantial Damage (as hereinafter defined) to Term, the Property after Premises are destroyed or damaged by fire or other perils covered by the Effective Date and before the Closing Date, Seller shall promptly deliver notice thereof to Purchaserinsurance, and Purchaser mayif such damage is substantial, or if damaged by an uninsured peril where the estimated cost of repair exceeds six (6) months’ rent, Landlord may at its option, option either (a) terminate promptly repair such damage at Landlord’s expense, in which event this Agreement by written notice thereof given to Seller Lease will continue in full force and Escrow Agent within fifteen (15) days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreementeffect, or (b) proceed cancel this Lease as of the date of such damage, by giving Tenant written notice of its election within ten (10) days after the date Tenant notifies Landlord of such damage. If Landlord elects option (a), Landlord will include in the notice a good faith estimate of the time Landlord expects to close complete such repairs. If (x) the transaction contemplated herein without any delay pursuant estimated completion date for the repairs is more than one hundred eighty (180) days after the date Tenant notifies Landlord of such damage or (y) the remaining portion of the Premises not destroyed or damaged is of such size or configuration that it is not commercially reasonable for Tenant to conduct its business in the Premises, Tenant will have an option to cancel this Lease by giving Landlord written notice of its election to do so within thirty (30) days after the date Tenant receives the notice from Landlord as to the terms hereofexpected date of completion of the repair work, in which event Seller cancellation will be effective at such date specified by Tenant, which such date shall deliver to Purchaser at be no later than ninety (90) days after the Closing, or date Tenant receives the notice from Landlord as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account expected date of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount completion of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditionedrepair work. For purposes of this AgreementSection 10, the term “Substantial Damagesubstantial” shall mean any casualty damage to the Premises that is (A) greater than 50% of its then replacement cost above the foundation (measured by the estimated cost of restoration), or loss resulting in a repair expense in excess (B) more than 25% of Two Hundred Fifty Thousand Dollars the square feet of the Premises and that renders the Premises untenantable for more than one hundred eighty ($250,000.00180) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration the date Tenant notifies Landlord of the full fifteen (15) day damage. Notwithstanding any other provision in this Section 10, if damage to the Premises is caused by the willful misconduct or negligence of Tenant, and such damage is not subject to waiver of subrogation under Section 9.7, then Tenant will be responsible for repair and rent will not xxxxx during the repair period.

Substantial Damage. Upon If the occurrence Premises are substantially ----------- ------ damaged or rendered wholly unusable or (whether or not the Premises are damaged in whole or in part) if the building of Substantial Damage (as hereinafter defined) which the Premises are part shall be so damaged as, in Landlords's reasonable judgement, practically to require demolition Notwithstanding the Property after above, if there is a partial taking of condemnation totaling 25% or more of the Effective Date and before premises, Tenant shall have the Closing Dateright to cancel this Lease. or rebuilding thereof, Seller shall promptly deliver notice thereof then, in any of such events, Landlord may elect to Purchaser, and Purchaser may, at its option, either (a) terminate this Agreement Lease by written notice thereof to Tenant given to Seller and Escrow Agent within fifteen one hundred eighty (15180) days after receipt such fire or casualty specifying a date for the expiration of this Lease, which date shall not be more than sixty (60) days after the giving of such notice, and upon the date specified in such notice from Seller the Term shall expire as fully and completely as if such date were the date set forth above for the expiration of this Lease, and Tenant shall forthwith quit, surrender and vacate the Premises, without prejudice, however, to Landlord's rights and remedies against Tenant under provisions of this Lease in effect prior to such Substantial Damagetermination, whereupon the Deposit will and any rent owing shall be paid up to such date, and any payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to PurchaserTenant. Unless Landlord shall serve a termination notice as provided for herein, Landlord shall make the repairs and restorations with all reasonable expedition subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Landlord's control, and the parties this Lease shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement, or (b) proceed to close the transaction contemplated herein without any delay pursuant continue in full force and effect. Notwithstanding anything to the terms hereofcontrary herein contained, in the event the Landlord elects to rebuild the premises, this Lease shall continue in full force and effect except that, it is understood that there shall be a prorata abatement of rent for any period of time during which event Seller the Premises shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) damaged condition, whether or any damage which results in not the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date Premises shall be extended to five (5) business days after expiration of the full fifteen (15) day periodpartially or wholly unusable.

Substantial Damage. Upon If, on or after the occurrence Lease Commencement Date, the Building and Leased Premises shall be substantially damaged by fire or casualty, Landlord shall either (i) promptly, after such damage and the determination of Substantial Damage (the net amount of insurance proceeds available to Landlord, expend so much as hereinafter defined) may be necessary of such net amount to restore, to the Property after extent originally constructed by Landlord (consistent, however, with zoning laws and building codes then in existence), so much of the Effective Date Building and before Leased Premises as were originally constructed by Landlord to substantially the Closing Datecondition in which such portion of the Leased Premises were in at the time of such damage, Seller but Landlord shall promptly deliver not be responsible for delay which may result from any cause beyond the reasonable control of Landlord, or (ii) give notice thereof to PurchaserTenant in writing within sixty (60) days following such casualty of Landlord’s election to terminate this Lease. If Landlord shall give such notice, then this Lease shall terminate as of the date of such notice, with the same force and Purchaser effect as if such date were the date originally established as the expiration date hereof. Provided that Landlord has maintained the types and amounts of insurance required hereunder, should the net amount of insurance proceeds available to Landlord be insufficient to cover the cost of restoring the Building and Leased Premises, in the reasonable estimate of Landlord, Landlord may, at its option, either (a) terminate this Agreement by written notice thereof given to Seller and Escrow Agent within fifteen (15) days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties but shall have no further obligations under this Agreementobligation to, except for those which expressly survive any termination supply the amount of this Agreementsuch insufficiency and restore the Building and Leased Premises with all reasonable diligence, or Landlord may terminate this Lease by giving notice to Tenant not later than sixty (b60) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereofdays following receipt of insurance proceeds, in which event Seller event, this Lease shall deliver to Purchaser at the Closing, or terminate as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductibledate of such notice, with the same force and effect as if such date were the date originally established as the expiration date hereof. If Purchaser has not terminated this Agreement due to In the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration event Landlord restores that portion of the full fifteen (15) day periodBuilding and Leased Premises for which Landlord is responsible, Tenant shall promptly commence and diligently pursue to completion that portion of the Leased Premises constructed by Tenant, including Tenant’s fixtures and equipment and leasehold improvements.