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. If there shall occur an Event of Loss with respect to the Property (other than an Event the “Affected Property (for purposes of Taking) shall occur during the Base Termthis Lease, the Affected Property being the entire Property)”), Lessee shall give the Lessor prompt written notice thereof and elect, within sixty (60) days after the occurrence of such occurrence and the date thereof which notice shall contain an election by Event of Loss, one of the Lessee following options: (i) Offer to either (A) purchase the Leased Affected 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 on (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 sum of (A) the Stipulated Loss Value for the Affected Property, determined as of such Stipulated Loss Value Date, plus (B) all unpaid Rent with respect to the Affected Property due but unpaid through such Stipulated Loss Value Date, plus (C) an amount equal to the reasonable out-of-pocket attorneys’ fees of Lessor relating to the purchase by Lessee as a result of such Event of Loss. Lessor (subject to the consent of the Leased Property Lender), shall have sixty (and if 60) days from the date of receipt of Lessee’s offer to decide whether to reject such offer. If Lessee makes has not received a response after forty (40) days, it may send a second notice to the foregoing parties, stating clearly in boldface that Lessor’s failure to reject such election offer by the Break Even Price shall become due and payable and later of (i) the Lessee shall purchase the Leased Property on such Payment Date)original sixty (60) day period, or (Bii) provided no Material Default or ten (10) days after delivery of such second notice, shall be deemed Lessor’s acceptance of such offer; or (ii) Restore and rebuild the Improvements damaged as a result of such Event of Default shall have occurred and be continuing and rebuilding Loss (regardless of the Improvements is capable availability of being completed any insurance proceeds) so as to have a value, utility and remaining useful life as nearly as reasonably practicable equal to the value, utility and remaining useful life of the Affected Property immediately prior to such Event of Loss, and in all events as required by Section 8.2, such restoration to be done as expeditiously as is commercially reasonable and to be substantially completed, subject to force majeure, within twenty four months from the end date of the Event of Loss, and in any event by the expiration of the Lease Term (and Lessee shall remain liable for the completion of such restoration beyond the expiration of the Lease Term to the extent not completed prior to such expiration but Lessee’s obligation to complete the Improvements shall not constitute a holdover by Lessee, who shall be granted access to the Property for such completion). In the event, due to force majeure events, restoration cannot be completed by the expiration of the Term, Lessee shall diligently complete the restoration thereafter and shall be liable to pay Base Rent (based on the Base Rent in effect on the day prior to the expiration of the Term (on a per diem basis)) and Supplemental Rent, until such restoration is complete. Notwithstanding the options described in subsections 12.1(i) and (ii) if the Event of Loss occurs in the last of two (2) years of the Term, Lessee shall have the right to terminate the Lease effective as certified of the date of delivery of a notice of termination to Lessor not later than sixty (60) days following the Event of Loss. Upon such termination Lessor shall be entitled to all insurance proceeds and Lessee shall credit Lessor with all deductible amounts and Rent until the effective date of such termination. Lessee shall not have the right to terminate this Lease upon an Event of Loss if Lessee has exercised or intends to exercise its early termination right as provided for in the definition of Base Term. In other words Lessee does not, under any circumstances, have the right to exercise both rights of early termination and the right to terminate this Lease upon an Event of Loss pursuant to this paragraph. If Lessee makes an offer to purchase pursuant to clause (i) above of this Section 12.1, and Lessor accepts such offer or is deemed to accept such offer within the sixty (60) day period referred to in the last sentence of clause (i) above, the conveyance shall occur, and Lessee shall pay to Lessor the Stipulated Loss Value and Rent described in said clause (i) on the Stipulated Loss Value Date; provided that any Net Proceeds related to the Affected Property then held by Lessor or the Lender shall be credited against the portion of such purchase price payable to Lessor and the balance of Net Proceeds, if any, shall be paid to or retained by Lessee. Concurrently with the payment in full of the amounts payable pursuant to said clause (i), the terms of Article 22 shall be complied with. In the event Lessor rejects the offer of Lessee to purchase the Affected Property as provided in clause (i) of this Section 12.1 (which it may not do without the Lender’s written consent unless it first pays to the Lender an amount sufficient to pay all amounts due Lender with respect to the Affected Property ), the following amount shall be paid to or retained by Lessor on such Stipulated Loss Value Date: (A) all Net Proceeds related to the Affected Property, provided that, if Lessee is self-insured (as permitted above) by means of deductibles, retained risks or no insurance whatsoever, Lessee shall pay such amounts or additional amounts so that Lessor receives in total (including any Net Proceeds) an amount that would have been paid by a third-party insurer under a customary commercial all-risk full replacement-value insurance policy substantially similar to that described in Schedule 9.01(a)(ii) without deductibles or retained risks (but in any case amounts paid to Lessor will not be in excess of the replacement value of the Improvements immediately preceding the Event of Loss, which replacement value shall be as mutually agreed between Lessee and Lessor and, failing such agreement within fifteen (15) days of the request of either party to do so, by the Appraisal Procedure), plus (B) unpaid Rent due with respect to the Affected Property on and through such Stipulated Loss Value Date. Upon payment in full of the amounts set forth in clauses (A) and (B) of the preceding paragraph (in the event Lessor rejected Lessee’s offer) or upon payment in full of the amounts set forth in clause (i) of the first sentence of this Section 12.1 and consummation of the sale to Lessee (or its designee) (in the event Lessor accepted Lessee’s offer to purchase), (1) the Lease Term shall end, and (2) the obligations of Lessee hereunder (other than any obligations expressed herein as surviving termination of this Lease) shall terminate as of the date of such payment. If Lessor elects to reject the offer of Lessee hereunder to purchase the Property pursuant to this Section 12.1 while a Mortgage encumbers the Property, any notice of rejection shall only be effective, and Lessor shall only be entitled to reject such offer, if such notice is in writing and either such rejection is concurrently consented to in writing by a construction consultant appointed by Lessee and acceptable the Lender or Lessor concurrently with delivery of its rejection notice pays to the Lessor), rebuild Lender all amounts secured by the Improvements and continue the Lease. If the Lessee elects to rebuild the Improvements, the Lessee shall rebuild the Improvements Mortgage with respect 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 buildingAffected Property, and any uses ancillary theretoreasonably evidences such payment to Lessee, and absent such repayment or consent by the Lender within the period referred to in the last sentence of clause (Bi) the then current Fair Market Value as determined by reference above, Lessor shall be deemed 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 Termhave accepted Lessee’s offer.

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 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 ▇▇▇▇ 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. 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 prior to the Base TermClosing, the Lessee F▇▇▇▇▇ 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 F▇▇▇▇▇ 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 F▇▇▇▇▇ 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 F▇▇▇▇▇ Parties shall pay to Buyer all proceeds of insurance and assign to Buyer the right to any unpaid proceeds. The F▇▇▇▇▇ 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 F▇▇▇▇▇ Parties not advise Buyer within five (5) days after being requested to do so that the F▇▇▇▇▇ 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 F▇▇▇▇▇ 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 (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 days after the notice from Seller. (b) Should the analog Station (i) not operate for a Payment Dateperiod of seventy-two (72) consecutive hours or (ii) not operate at more than ninety percent (90%) of its maximum authorized power for a period of thirty (30) consecutive days (either (i) or (ii) a "Transmission Default"), Buyer may either elect to terminate this Agreement without penalty upon written notice to Seller within ten (10) days after the notice from Seller, or postpone the Closing for a period of up to sixty (60) days while Seller attempts to cure the Transmission Default condition, and if such cure occurs to the reasonable satisfaction of Buyer within such sixty (60) day period, then on the next succeeding Payment Date after such Next Date parties shall have occurred, consummate the transaction 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 earliest practicable date of the Lease Termthereafter.

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 days after the notice from Sellers. (b) Should the analog Station (i) not operate for a Payment Dateperiod of seventy two (72) consecutive hours or (ii) not operate at more than ninety percent (90%) of its maximum authorized power for a period of thirty (30) consecutive days (either (i) or (ii) a "TRANSMISSION DEFAULT"), Buyer may either elect to terminate this Agreement without penalty upon written notice to Sellers within ten (10) days after the notice from Sellers, or postpone the Closing for a period of up to sixty (60) days while Sellers attempt to cure the Transmission Default condition, and if such cure occurs to the reasonable satisfaction of Buyer within such sixty (60) day period, then on the next succeeding Payment Date after such Next Date parties shall have occurred, consummate the transaction 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 earliest practicable date of the Lease Termthereafter.

Event of Loss. (a) If an Event of Loss shall occur, or if any substantial part of any Property shall suffer damage, loss, condemnation, confiscation, theft or seizure that does not constitute an Event of Loss, Lessee shall promptly, and in any case within thirty (30) days after such event so notify Lessor and, so long as the Lien of the Credit Agreement shall not have been discharged in accordance with the terms thereof, the Agent and shall pursue collection of insurance or condemnation proceeds; PROVIDED that Lessor will cooperate with (and join with as necessary) Lessee to pursue such collections. (a) If any Property or any part thereof shall suffer damage that does not constitute a Casualty or an Event of Loss, Lessee shall make or cause to be made such repairs as are necessary to ensure that such Property is maintained in the condition and state of repair required under Paragraph 11(a). Lessee shall promptly commence the reconstruction of such Property and the repair or replacement of the affected Equipment and shall complete the reconstruction, repair and/or replacement by the end of the Term. (a) If any Property or any part thereof shall be subject to an Event of Loss, Lessee shall pay to Lessor on the applicable Termination Date, an amount equal to the sum of (i) the Termination Value multiplied by the applicable Property Percentage (for the Property suffering an Event of Loss) for such Termination Date plus (ii) Premium, if any, plus (iii) any other Supplemental Rent, if any, then due and payable (such amounts collectively, the "Termination Purchase Price"). Concurrently with payment of the Termination Purchase Price, Lessor, at Lessee's expense, shall deliver to Lessee a duly executed special warranty deed and ▇▇▇▇ of sale warranting only against matters claimed by, through or under Lessor with respect to claims which relate to Lessor's (or its agents' or employees') actions after the date hereof (or local equivalent) conveying the Property (including, without limitation, the Equipment related thereto) subject to the Event of Loss and all other required documents including an assignment of any award or insurance proceeds in connection with the Event of Loss with respect to such Property. The special warranty deed and ▇▇▇▇ of sale warranting only against matters claimed by, through or under Lessor with respect to claims which relate to Lessor's (or its agents' or employees') actions or failure to act after the date hereof (or local equivalent) shall convey title, free from encumbrances other than (A) Permitted Liens (other than an Lessor Liens attributable to Lessor or the Owner Participant), (B) liens or encumbrances created or suffered by Lessee or arising by reason of the failure of Lessee to observe or perform any of the terms, covenants or agreements herein provided to be observed and performed by Lessee, and (C) any installments of Impositions for which Lessee is responsible pursuant to Paragraph 8 hereof then affecting such Property (any such deed and ▇▇▇▇ of sale, a "Special Warranty Deed"). Thereupon, this Lease shall terminate solely with respect to such Property suffering the Event of TakingLoss. Thereupon, (x) all remaining amounts of Basic Rent shall occur during be adjusted by reducing pro rata by an amount equal to the Base Termapplicable Property Percentage of such Basic Rent amounts immediately prior to the payment of the Termination Purchase Price, (y) all remaining Termination Values shall be adjusted by reducing pro rata by an amount equal to the applicable Property Percentage of such Termination Values immediately prior to the payment of the Termination Purchase Price, and (z) the Property Percentage applicable to each of the Properties remaining subject to the Lease shall be recomputed pursuant to the definition thereof. (a) Payments received by Lessor, Lessee or, so long as the Lien of the Credit Agreement shall not have been discharged in accordance with the terms thereof, the Lessee shall give the Lessor prompt written notice Agent from any Governmental Authority, insurer or other Person, as a result 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 be applied as follows (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 with any proceeds received prior to the end of the Lease Term (as certified in writing by a construction consultant appointed payment 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.Paragraph 13

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. 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. If Within ten (10) days after the occurrence of an Event of Loss (other than with respect to a Pledged Aircraft, Borrower shall notify the Administrative Agent and Lenders in writing of such Event of Loss, which notice shall state the Current Market Value of the affected Pledged Aircraft and certify that Borrower has filed a casualty insurance claim with respect to such Event of Loss. Immediately upon the occurrence of an Event of Taking) shall occur during the Base TermLoss with respect to any Pledged Aircraft, the Lessee Current Market Value of the Aircraft Collateral shall give the Lessor prompt written notice of such occurrence and the date thereof which notice shall contain an election immediately be reduced by the Lessee Current Market Value of the Pledged Aircraft that was subject to either (A) purchase the Leased Property from the Lessor on the Next Date after such Event of Loss Loss. During the Claim Collateral Period, the Current Market Value of the Aircraft Collateral shall have occurred orbe increased by the Agreed Value Amount less the amount, if any, attributable to any underwriter of such Event insurance that has become insolvent or that has commenced, had commenced against it, or has otherwise become subject to, a bankruptcy, receivership or other insolvency proceeding. Immediately at the end of Loss such Claim Collateral Period, the Current Market Value of the Aircraft Collateral shall have occurred within ten no longer include such Agreed Value Amount and any proceeds that exceed the Current Market Value of the Aircraft received by the Agent shall either be used to reduce the Outstanding Amount or remitted to Borrower (10a) Business Days preceding a Payment Date, then on at the next succeeding Payment Date after such Next Date shall have occurredoption of Borrower if, 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)time, or (B) provided no Material Default or Event of Default shall have has occurred and is continuing or would occur if such proceeds were remitted to Borrower and Borrower would otherwise be continuing entitled to re-borrow the amount of such proceeds in accordance with the terms of this Agreement; and rebuilding (b) otherwise, at the option of the Improvements is capable of being completed prior Agent. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect 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 Termomitted portions.

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. 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. If (a) In the event of an Event of Loss with respect to any Collateral with a fair market value in excess of $5.0 million, the Company may apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option: (other than 1) to the rebuilding, repair, restoration, replacement or construction of improvements to the affected asset or property (the "Subject Property"); (2) to make capital expenditures with respect to Collateral or to acquire properties or assets that will (i) constitute Collateral and (ii) be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related, ancillary or complementary thereto; or (3) a combination of the actions set forth in the foregoing clauses (1) and (2). (b) Pending the final application of the Net Loss Proceeds, the Net Loss Proceeds shall be deposited in the Collateral Account. Any such Net Loss Proceeds so deposited shall be promptly disbursed by the Trustee in accordance with the provisions of this Indenture upon notice from the Company such that the Company may apply such Net Loss Proceeds in accordance with this Section 4.19. (c) Any Net Loss Proceeds from an Event of TakingLoss not applied in accordance with clauses (1), (2) shall occur during or (3) of paragraph (a) of this Section 4.19 within 365 days from the Base Term, date of the Lessee shall give the Lessor prompt written notice receipt of such occurrence and the date thereof which notice shall contain an election by the Lessee to either (A) purchase the Leased Net Cash Proceeds or that is not designated for investment in Subject Property from the Lessor on the Next Date after such Event in respect of Loss a project that shall have occurred orbeen commenced, if such Event of Loss and for which binding contractual commitments shall have occurred within ten (10) Business Days preceding a Payment Datebeen entered into, 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 such 365-day period, which project shall not have been abandoned, shall constitute "Excess Loss Proceeds." When the Lease Term aggregate amount of Excess Loss Proceeds exceeds $5.0 million, the Company will make an offer to purchase (as certified the "Loss Proceeds Offer") the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in writing by a construction consultant appointed by Lessee any Loss Proceeds Offer will be equal to 100% of the principal amount of the Notes, plus accrued and acceptable unpaid interest and Additional Interest, if any, to the Lessor)Purchase Date. If any Excess Loss Proceeds remain after consummation of a Loss Proceeds Offer, rebuild the Improvements and continue the LeaseCompany may use such remaining amount for any purpose not otherwise prohibited by this Indenture. If the Lessee elects to rebuild aggregate principal amount of Notes tendered in any such Loss Proceeds Offer exceeds the Improvementsamount of Excess Loss Proceeds, the Lessee Trustee will select the Notes to be purchased on a pro rata basis (based upon the aggregate principal amount of Notes tendered). Upon completion of each Loss Proceeds Offer, the amount of Excess Loss Proceeds will be deemed to have been reset at zero. The Loss Proceeds Offer shall rebuild be made in compliance with the Improvements provisions set forth in Article III hereof, and shall include all instructions and materials necessary to enable Holders to tender their Notes. (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the condition required to be maintained extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Loss Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 9.1 4.19, the Company shall comply with the applicable securities laws and so as regulations and shall not be deemed 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 have breached its obligations under this Section 4.19 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 Termvirtue thereof.