upr000120 468

\ event of major "building or structure damage; Sears shall have the right to terminate by giving sixty (60) days written notice from date on which such damage occurred, and by accompanying such notice with payment to the Land Company of a sum in the amount of $1,000,000.00 less the amount of insurance proceeds received and retained by the Land Company, and less the sum of $2,084.00 (being 1/12 of of $1,000,000.00) for each month Sears has paid rental. In the event lease shall not be terminated, Sears shall complete the repair of damage within two years from the date it occurred. Sears to carry adequate insurance in the joint names of Sears and the Land Company, and shall deliver to the Land Company original policies or duplicates thereof of such insurance. Sears permitted to self-insure. In the event land and improvements or any part thereof shall be condemned, the award or compensation shall be paid to the Land Company, Sears to have option to: (1) continue to pay rent; (2) terminate by payment of the sum of $1 ,900,000.00 less the amount of the condemnation award and less the sum of $2,084.00 for each month Sears has paid rent. In event of default, Land Company shall have the right to declare immediately due and payable the sum of $1,900,000.00 less the sum of $2,084.00 for each month Sears shall have paid rent, and less the amount of any insurance received by the Land Company with respect to damage to or destruction of the improve­ments, In the event such improvements are not restored by Sears. -4-