Common use of Casualty Clause in Contracts

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. (a) If the Lessee Assets and Taking ------------------- In case during the Term all Additional Improvements are destroyed or any substantial part damaged (each, a “Casualty Event”), and if, in the reasonable opinion of Lessee, such Casualty Event materially and adversely affects Lessee’s use and operation of the PremisesLessee Assets, then Lessee shall have the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofright, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 180 days after the occurrence of such Casualty Event, to terminate this Lease by written notice to Lessor. In the event giving rise this Lease is terminated pursuant to the election to terminate which notice this Section 7.3, (i) all charges paid or owing hereunder shall specify be prorated as of the effective date of such termination, (ii) Lessee shall be entitled to any insurance proceeds applicable to the Lessee Assets and the Additional Improvements, and (iii) Lessee shall, in good faith and with due diligence, remove all Lessee Assets and Additional Improvements from the Leased Premises, and repair and restore any damage to the Leased Premises or if Landlord the remainder of the Lake Xxxxxxx Complex caused by such removal, at Lessee’s sole cost and expense. (b) In the event Lessee does not timely elect to so terminateterminate this Lease following the occurrence of a Casualty Event in accordance with Section 7.3(a), Lessee shall repair and restore any damaged or destroyed Lessee Assets and/or Additional Improvements to substantially the condition in which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than Lessee Assets and/or Additional Improvements existed immediately prior to the applicable Casualty Event. Such repair and restoration by Lessee shall be performed in good faith and with due diligence, subject to Lessee’s receipt of any required building or construction permits. (c) If, notwithstanding Section 7.3(b), Lessee fails to act in good faith or to use due diligence to repair and restore the Lessee Assets and Additional Improvements to the required condition within a reasonable time, then (i) Lessor shall have the right to take such fire, other casualty actions as are necessary or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesreasonable to effect such repair and restoration (and Lessee shall take all actions reasonably necessary to facilitate Lessor’s actions), and Landlord receives written notice thereof signed by Tenant, insurance proceeds with respect to any remaining repair or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six shall be payable to Lessor, (6ii) months from Lessor shall have the date of casualty or taking Tenant may right to immediately terminate this Lease upon written notice to Lessee, (iii) Lessee shall be obligated to use any insurance proceeds actually received by notice given Lessee to Landlord within 30 reasonably clean up the Lessee Assets, Additional Improvements and Leased Premises and (iv) Lessor shall have the option to purchase the Lessee Assets and Additional Improvements for the Purchase Price (the “Casualty Purchase Option”), as determined in accordance with Section 7.3(d). (d) If Lessor elects to exercise the Casualty Purchase Option, Lessor shall notify Lessee in writing (the “Option Notice”). Promptly thereafter, Lessor and Lessee shall engage a mutually-acceptable independent appraiser with experience in valuing petrochemical production assets to determine the fair market value of the Lessee Assets and the Additional Improvements (the “Fair Market Value”), which is the price at which a willing buyer would be willing to buy, and a willing seller would be willing to sell, each under no compulsion, the Lessee Assets and Additional Improvements in their then-current condition. The closing of the purchase and sale of the Lessee Assets and Additional Improvement shall occur on the closing date set forth in the Option Notice (the “Option Closing Date”), which date shall not be more than 90 days after receipt Lessor’s delivery of Landlord's noticethe Option Notice. At such closing, which notice by Tenant (i) Lessee shall specify the effective date deliver such duly executed and, if applicable, acknowledged, conveyances, deeds, assignments, bills of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises sale and other documents and instruments as are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant convey and transfer the Lessee Assets and Additional Improvements to Section 3.1 Lessor, each of which shall include a special warranty of title or 3.3)similar warranty of claims and encumbrances created or existing by, through or under Lessee and its Affiliates, but otherwise without warranty and (ii) Lessor shall deliver to Lessee, by wire transfer or other immediately available funds, the condition Purchase Price. As used herein, the “Purchase Price” means the Fair Market Value, less any costs and expenses incurred by Lessor in connection with the restoration and repair of the Premises immediately Lessee Assets and Additional Improvements prior to the casualty or taking Option Closing Date (excluding costs and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking expenses for which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLessor has actually received insurance proceeds).

Casualty. and Taking ------------------- In case If during the Term all or of this Lease, any substantial part portion of the Premises, access to the Premises or any part of the Building which is essential to the use of the Premises is damaged or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authoritydestroyed, this Lease shall remain in full force and effect and Landlord shall promptly commence to repair and restore the damage or destruction to substantially the same condition as existed prior to such damage and shall complete such repair and restoration with due diligence in compliance with all then existing laws. Notwithstanding the foregoing, if (1) such damage or destruction cannot, in Landlord’s contractor’s reasonable estimate, be repaired within 365 days following such damage or destruction; or (2) more than forty percent (40%) of the Building is damaged or destroyed; or (3) any Mortgagee of the Building will not allow the application of insurance proceeds for repair and restoration (pursuant to the terms of such Mortgagee’s and Landlord’s loan documents); or (4) the damage or destruction (including any rent abatement Tenant is, or is anticipated to be, entitled to pursuant to the terms hereof) is not covered in full by Landlord’s Insurance required by Paragraph 16, subject to the deductible, or (5) the damage or destruction occurs within the last twelve (12) months of the Term of this Lease or any extension hereof, then Landlord may, in its sole discretion, terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, this Lease by delivery of notice given to Tenant within 60 30 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate learns of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such firedamage; provided, other casualty or taking. In case of a taking of part of the Premiseshowever, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking clauses (2) and/or (4) above, if Xxxxxx agrees in writing to fund the time needed restoration and pay rent hereunder to do the construction work necessary extent the loss is not fully covered by Landlord’s insurance, Landlord shall not be entitled to put the Premises or such remainder in as good or better condition than existed immediately prior terminate this Lease pursuant to such fireclauses (2) and/or (4) above so long as Tenant promptly provides Landlord with adequate assurances that such funds are fully and promptly available to Landlord (e.g., other casualty Landlord shall have the right, in its sole discretion, to require that Tenant escrow such funds). Further notwithstanding the foregoing, if (i) such damage or is reasonably estimated by the Landlord to exceed six monthsdestruction cannot, in Landlord’s contractor’s reasonable estimate, be repaired within 365 days following such damage or destruction, or if Landlord's restoration work (ii) such damage or destruction is not actually completed fully repaired within six twelve (612) months from following the date of casualty such damage or taking destruction, extended to the extent of any delays caused by Tenant may and any delays of force majeure, or (iii) the damage or destruction occurs within the last twelve (12) months of the Term of this Lease or any extension hereof, then Tenant may, in its sole discretion, terminate this Lease by delivery of notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If the damage (if Tenant is exercising its right to terminate for the reason set forth in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence clauses (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1i) to restore the Premisesor (iii) above), or in case within 10 days of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated damage (if Tenant is exercising its right to terminate for the remainder of the Termreason set forth in clause (ii) above).

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially Leased Premises by fire or other casualty casualty, Landlord agrees to promptly restore and repair the Building or by action of public or other authority in consequence thereofLeased Premises; provided, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityhowever, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in obligation hereunder shall be limited to the reconstruction of the Building, which may Leased Premises, the Tenant Finish Improvements (as such term is defined in that certain Office Lease Agreement dated April 1, 2001 by and between Duke-Weeks Realty Limited Partnership and Tenant) as were originally required to be made notwithstanding by Landlord and the Tenant Improvements as set forth in this Lease. Landlord shall give Tenant written notice within thirty (30) days of the casualty of Landlord's entire interest may be divested, by notice given estimated date to Tenant within 60 days after the occurrence of complete such restoration and repair. In the event giving rise to the election to terminate which that such notice shall specify the effective discloses that such date of terminationcompletion is more than one hundred eighty (180) days from the casualty date, Landlord and Tenant shall endeavor in good faith to agree upon a schedule for the completion of such repair or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate rebuilding. If no such agreement is reached within thirty (30) days of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written receipt of notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from estimating the date of casualty or taking completion, Tenant may terminate this Lease Lease, effective upon the date of casualty, by delivery of written notice given thereof to Landlord within 30 fifteen (15) days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in the thirty (30) day negotiating period identified above. Rent shall proportionately axxxx during the time that the Leased Premises or part thereof are unusable because of any such damage until substantial completion of the restoration. Notwithstanding the foregoing, if the Leased Premises are destroyed by a casualty which either party may is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building, then Landlord may, upon thirty (30) days' written notice delivered to Tenant within thirty (30) days of the casualty, terminate this Lease pursuant with respect to matters thereafter accruing. All restoration shall comply with all construction requirements imposed hereby on the foregoing provisions original construction of this Section 7.1) to restore the Building, Leased Premises, the original Tenant Finish Improvements or in case of taking what may remain thereof (excluding any items installed or paid for by the Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermImprovements.

Casualty. (a) If, at any time after the Effective Date and Taking ------------------- In case during prior to Closing or earlier termination of this Agreement, the Term all Property or any substantial part of the Premises, the Building portion thereof are destroyed or the Lot are damaged materially by fire or any other casualty or by action (a “Casualty”), Seller shall give written notice of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given each such Casualty to Tenant within 60 days Purchaser promptly after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of terminationsuch Casualty, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premisesand, if the remainder is insufficient for use for Tenant's purposescost to repair the damage resulting from such Casualty would equal or exceed One Hundred Thousand and No/100 Dollars ($100,000.00) or such Casualty would otherwise materially impair the value of the Property, and Landlord receives Purchaser shall have the right to elect, by providing written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed Seller within six thirty (630) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after Purchaser's receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of written notice of such terminationCasualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall (A) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible plus any uninsured amount of the repair or restoration cost, and (z) the reasonable estimated costs for the repair or restoration of the Property required by such Casualty, and (B) transfer and assign to Purchaser all of Seller's right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller with respect the Property (except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by any Seller for the period prior to the Closing) to the extent assignable, and if such proceeds are not assignable, Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds. If the Closing is scheduled to occur within Purchaser's thirty (30) day election period, the Closing Date shall, upon Purchaser's election, be postponed until the date which is five (5) Business Days after the expiration of such thirty (30) day election period. (b) Notwithstanding anything to the contrary contained herein, if at any time after the Effective Date and prior to Closing, a Casualty occurs with respect to any building fully or partially occupied by any Permitted Tenant, Seller shall promptly notify Purchaser in any case writing of such Casualty and shall comply with the Premises are rendered unfit for use casualty provisions of the Lease of such Permitted Tenant. If such Lease may be terminated as a result of the Casualty, then Seller shall, concurrently with Seller's notice of Casualty, notify Purchaser of such right to terminate such Lease and occupation and Purchaser shall have the right to elect, by providing written notice to Seller within the timeframes allowed under the Lease, to cause Seller to (i) terminate the Lease in its entirety; or (ii) to comply with the terms of the Lease with respect to the Casualty. In the event the Lease is not so terminated, Landlord shall use due diligence (following terminated and under the expiration terms of all periods in which either party may terminate this the Lease pursuant Seller is to make repairs to the foregoing premises demised by such Lease, Purchaser shall have the right to delay Closing until such repairs are completed, and the Closing shall be conditioned upon written confirmation from such Permitted Tenant (including delivery from such Permitted Tenant to Purchaser of an estoppel certificate, in form acceptable to Purchaser) that such repairs were satisfactorily completed and such Lease are in full force and effect. Seller shall indemnify and defend, at its sole cost and expense, Purchaser, its successors and assigns, for any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) actually incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of any repairs performed after the Effective Date and prior to Closing under any casualty provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLeases.

Casualty. and Taking ------------------- In case during the Term all or If any substantial part of the PremisesPurchased Assets is damaged or destroyed prior to the Closing, Sellers shall notify Buyers in writing of such fact promptly after obtaining knowledge thereof. If, in the reasonable opinion of an architect, general contractor, and/or engineer, to be mutually agreed upon by Buyers and Sellers, as required to assess the damage or destruction to any of the Purchased Assets (collectively, the Building “Independent Professionals”), the damage or destruction to the Lot are damaged materially by fire or other casualty or by action Purchased Assets renders the affected Facility substantially unusable (defined as more than fifty percent (50%) of public or other authority such Facility’s licensed beds being inoperable) for a period in consequence thereofexcess of one hundred twenty (120) days following Closing (a “Casualty”), or are taken by eminent domain or Landlord receives compensable damage by reason then Buyers may choose one of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases the two options below with regard to the affected Facility: (a) in the Buildingevent of a Casualty, which may be made notwithstanding Landlord's entire interest may be divestedthe Independent Professional will provide a report providing the estimated time required to repair, by notice given replace or restore such affected Facility from the date of the opinion forward. If said period will exceed one-hundred twenty (120) days following Closing, Buyers shall have the right to Tenant within 60 terminate this Agreement with respect to such affected Facility. Buyers shall have fifteen (15) days after the occurrence of Independent Professionals have delivered their report to Sellers and Buyers to make such election by delivering to Sellers a written election notice (the “Election Notice”). The failure by Buyers to deliver the Election Notice within such fifteen (15)-day period shall be deemed an election not to terminate this Agreement with respect to such affected Facility; or (b) in the event giving rise to the election of a Casualty, Buyers waive their right to terminate which notice shall specify this Agreement with respect to an affected Facility in accordance with the effective date terms set forth this Section and proceed with the Closing, Buyers may, at their option, either (i) require Sellers to transfer the portion of terminationapplicable insurance proceeds for the physical structure, equipment, the Purchased Assets and business interruption insurance (but, as to business interruption insurance proceeds, only those applicable to periods after the Closing Date, if any) to Buyers at Closing, or if Landlord does not elect (ii) reduce the Purchase Price by the amount as determined in a report provided by the Independent Professional(s) as being the reasonable cost to so terminaterepair, which notice shall contain Landlord's nonbinding estimate replace or restore the physical structure, equipment and Purchased Assets of the time needed such affected Facility to put the Premises or such remainder in as good or better its condition than existed immediately prior to such fire, other casualty or takingCasualty. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty damage or taking destruction that is not a Casualty, and therefore does not give rise to Buyers’ right to terminate this Agreement with respect to an affected Facility, Buyers may, at their option, either (i) require Sellers to transfer the portion of applicable insurance proceeds for the physical structure, equipment, the Purchased Assets and business interruption insurance (but, as to business interruption insurance proceeds, only those applicable to periods after the Closing Date, if any)) to Buyers at Closing, or (ii) reduce the time needed Purchase Price by the amount as determined in a report provided by the Independent Professional(s) as being the reasonable cost to do repair, replace or restore the construction work necessary physical structure, equipment and Purchased Assets of such affected Facility to put the Premises or such remainder in as good or better its condition than existed immediately prior to such fire, other casualty damage or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termdestruction.

Casualty. and Taking ------------------- In case during the Term all or Tenant immediately shall give written notice to Landlord of any substantial part of damage to the Premises, the Building Building, Project, or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofLand. If the Premises, Building, Project, or the Land are taken totally destroyed by eminent domain an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of Landlord’s actual knowledge of the damage, then Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, may terminate this Lease shall terminate by delivering to Tenant written notice of termination within thirty (30) days after the damage. If the Premises, Building, Project, or the Land are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of Landlord’s actual knowledge of the damage, then Landlord may, at Landlord's electionits expense, relocate Tenant to space reasonably comparable to the Premises, provided that Landlord terminates all other leases notifies Tenant of its intention to do so in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by a written notice given delivered to Tenant within 60 thirty (30) days after the occurrence damage. Such relocation may be for a portion of the event giving rise remaining Term or the entire Term. Landlord shall complete any such relocation within ninety (90) days after Landlord has delivered such written notice to Tenant. If the election to terminate which notice shall specify Premises, Building, Project, or the effective Land are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of terminationLandlord’s actual knowledge of the damage, or and if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed relocate Tenant following such damage to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesBuilding, and Landlord receives written notice thereof signed by Tenanta Tenant Party did not cause such damage, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking then Tenant may terminate this Lease by delivering to Landlord written notice given of termination within (15) days following the date on which Landlord notifies Tenant in writing of the estimated time for the restoration. If Landlord estimates that the Premises will remain untenantable for in excess of two hundred ten (210) days, then Tenant may elect to terminate this Lease by written notice delivered to Landlord within 30 thirty (30) days after receipt following Landlord’s delivery to Tenant of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after estimated duration that the date of notice of such terminationPremises will remain untenantable. If in any case Landlord estimated the duration that the Premises are rendered unfit for use would remain untenantable at two hundred ten (210) days or less, and occupation and the Lease is not so terminated, Landlord shall use due diligence following two hundred ten (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1210) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated days’ from the date of casualty or taking until the Premises or remains untenantable, then Tenant may thereafter terminate this Lease upon ten (10) business days’ prior written notice to Landlord (and such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent termination shall be abated effective unless Landlord delivers the Premises in the required condition within said ten (10) business day period). If Landlord estimated the duration that the Premises would remain untenantable at more than two hundred ten (210) days (but neither party elected to terminate this Lease), and the Premises remains untenantable for more than thirty (30) days following the remainder estimated completion date (subject to extension for force majeure and delays caused by Tenant), then Tenant may thereafter terminate this Lease upon ten (10) business days’ prior written notice to Landlord (and such termination shall be effective unless Landlord delivers the Premises in the required condition within said ten (10) business day period). If there is a casualty during the last twelve (12) months of the Term, and if due to such casualty Landlord estimates that the Premises shall remain untenantable for in excess of thirty (30) days, then Tenant may elect to terminate this Lease by written notice delivered to Landlord within ten (10) business days following Landlord’s delivery to Tenant of the estimated duration that the Premises will remain untenantable.

Casualty. and Taking ------------------- In case A. If, at any time during the Term all Term, the whole or any substantial part of the Premises or access thereto is damaged by fire or other casualty, the Commission and/or the Tenant shall have the right to terminate this Lease, by giving written notice thereof to the other party hereto within thirty (30) days after the date of such fire or casualty. If either party gives such notice, the lease shall terminate, effective fifteen (15) days after the mailing of such notice. B. Upon termination, Tenant shall have no further obligation to pay any base Rent or Additional Rent under this Lease which accrue after the date of such termination. In no event, however, shall such termination be deemed to modify or limit Tenant’s obligations and agreements pursuant to Article 9 hereof. C. If the Premises or any part thereof or all reasonable access thereto are damaged by fire or other casualty, and such damage, in the Commission’s sole discretion, materially interferes with Xxxxxx’s use of the Premises as contemplated by this Lease, and this Lease is not terminated in accordance with Section 10.1 A., then: (1) The Tenant shall repair any and all casualty damage to its property and to any and all of the Tenant’ s Improvements and fixtures located on the Premises, and shall return such property and fixtures to the Building condition existing immediately prior to said casualty. All such repairs shall comply with the TAA process. The Tenant shall use its best efforts to cause repairs and restoration to be made within a reasonable period of time after such casualty occurs, but in the event that any portion of the Premises remain untenantable after eight (8) months of the date of the casualty, the Commission shall have the option to terminate this Lease upon thirty (30) days prior written notice. In the event the Tenant completes all repairs and restoration within the thirty-day notice period, this Lease will not terminate. (2) The Commission shall use reasonable diligence to restore the Premises to substantially the same condition as existed immediately prior to such fire or other casualty within a reasonable time, subject to any delays beyond the Lot are Commission’s control; provided, however, that the Commission shall have no obligation to expend for such repairs and restoration any amount in excess of any net insurance proceeds received; that the Commission’s obligation to repair and restore shall not include those repairs required of the Tenant pursuant to Section 10.1 C. (1). (3) A just proportion of the Base Rent and Additional Rent as determined by the Commission shall xxxxx proportionately for the period in which, by reason of such damage, there is such interference with the Tenant’s use of the Premises. D. In the event the Premises shall be damaged materially by fire or other casualty resulting from the act of neglect of Tenant, its agents, contractors, employees or by action of public or other authority in consequence thereofinvitees, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, and this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may not be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated terminated by the Landlord to exceed six monthsCommission as a result of such damage, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify not be released from any of its obligations hereunder including without limitation its duty to pay the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation Base Rent and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, Additional Rent without abatement or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termreduction.

Casualty. and Taking ------------------- In case the event the Leased Premises shall be damaged or destroyed during the Term all or any substantial part of the PremisesTerm, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofLandlord shall promptly proceed to repair, restore, replace, or are taken rebuild the Leased Premises (excluding restoration of any alterations made by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election Leased Premises) to terminate substantially the same condition in which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed same were immediately prior to such firedamage or destruction, other casualty and Landlord thereafter shall diligently prosecute said work to completion without delay or takinginterruption. In case of a taking of part of Notwithstanding the Premisesforgoing, if the remainder damage to the Leased Premises is insufficient for use for Tenant's purposesso substantial that (a) the repair, and Landlord receives written notice thereof signed by Tenant, restoration or in the case rehabilitation of casualty or taking if the time needed such damage cannot reasonably be expected to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually be substantially completed within six (6) months 180 days from the date of casualty such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or taking Tenant (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice given to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord within 30 in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days after receipt following the completion of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termrepair obligation as above stated.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, If the Building or the Lot are is damaged materially by fire or other casualty or by action of public or other authority in consequence thereofcasualty, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, and if the remainder is insufficient proceeds received from the insurance policies maintained by Landlord therefor are sufficient to pay for use for Tenant's purposesthe necessary repairs, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed Building can be fully repaired within six (6) months after such casualty occurred, this Lease shall remain in effect and Landlord shall repair the damage within such six (6) month period, subject to delays beyond Landlord’s control. If the insurance proceeds received by Landlord are not sufficient to pay the entire cost of repair, or no proceeds are payable with respect to such casualty, or the Building cannot be fully repaired within six (6) months after the casualty occurred, Landlord may elect either to (i) terminate this Lease, provided Landlord shall so notify Tenant within thirty (30) days after occurrence of such casualty, or (ii) repair the damage as soon as reasonably possible, in which event this Lease shall remain in full force and effect; but if Landlord elects not to terminate this Lease, Tenant shall then have the right to terminate this Lease if the Premises cannot be fully repaired within nine (9) months after such casualty occurred. Tenant’s notification, if any, shall be required within ten (10) days after Landlord’s notice. In addition to the foregoing, if the damage to the Building occurs during the last two (2) years of the Lease Term, Landlord may elect to terminate this Lease as of the date the damage occurred in any event. If this Lease is not terminated following a casualty, rent shall xxxxx from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after occurrence in the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces that the area of the Premises, a just proportion portion of the fixed rent and additional rent Premises rendered unusable by such casualty bears to the entire area of the Premises. The abatement shall continue until the portion of the Premises which ICM: 09/18/02 FORM: AmberJc2.meb Rev. 09/18/02 MTNT-Msty-Office G+TE – AJ Lease F:\wpdata\meb2\Leases\ValeritasLse3.doc 10/16/09 5:30p.m. 9 shall have been damaged shall be abated for rebuilt or repaired. Tenant waives the remainder protection of any law which grants a tenant the right to terminate a lease in the event of the Termsubstantial destruction of a leased property, and agrees that the provisions of this paragraph shall govern in the event of any substantial destruction of the Premises.

Casualty. and Taking ------------------- (i) In case during the Term all event of any material damage to or destruction of the Mortgaged Property or any substantial part of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives Debtor will promptly give written notice thereof signed by Tenantto Mortgagee, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to generally describing the nature and extent of such damage or destruction. No damage to or destruction of the injury Mortgaged Property shall relieve Debtor of its obligation to pay any monetary sum due under the Loan Documents at the time and in the manner provided in the Loan Documents. (ii) In the event of any damage to or destruction of the Mortgaged Property or any part thereof, Debtor, whether or not the insurance proceeds, if any, on account of such damage or destruction shall be abated from sufficient for the date of casualty purpose, at its expense, shall promptly commence and complete the Restoration or taking until prepay the Premises or such remainder shall have been restored by Landlord and Note in case of a taking which permanently reduces full in accordance with the area provisions of the Premises, a just proportion Note with respect thereto. (iii) Insurance proceeds received by Mortgagee and Debtor on account of any occurrence of damage to or destruction of the fixed rent Mortgaged Property or any part thereof, less the costs, fees and additional rent expenses incurred by Mortgagee and Debtor in the collection thereof, including, without limitation, adjuster's fees and expenses and attorneys' fees and expenses (the "Net Insurance Proceeds"), shall be abated paid to (1) Debtor if the amount of such Net Insurance Proceeds is less than $25,000 and applied by Debtor toward the cost of the Restoration, and (2) Mortgagee if the amount of such Net Insurance Proceeds is $25,000 or greater. Net Insurance Proceeds paid to Mortgagee shall be held and disbursed by Mortgagee, or as Mortgagee may from time to time direct, to prepay the Note upon request of Debtor pursuant to Section 3.01(a)(ii) above, or as the Restoration progresses, to pay or reimburse Debtor for the remainder cost of the TermRestoration, upon written request of Debtor accompanied by evidence, satisfactory to Mortgagee, that (v) the Restoration is in full compliance with all applicable laws, regulations, restrictions and requirements, whether governmental or private, (w) the amount requested has been paid or is then due and payable and is properly a part of such cost, (x) there are no mechanics' or similar liens for labor or materials theretofore supplied in connection with the Restoration, (y) if the estimated cost of the Restoration exceeds the Net Insurance Proceeds, Debtor has deposited into an escrow satisfactory to Mortgagee such excess amount, which sum will be disbursed pursuant to escrow instructions satisfactory to Mortgagee, and (z) the balance of such Net Insurance Proceeds, together with the funds deposited into escrow, if any, pursuant to the preceding subsection (y), after making the payment requested will be sufficient to pay the balance of the cost of the Restoration. Upon receipt by Mortgagee of evidence satisfactory to it that the Restoration has been completed and the cost thereof paid in full, and that there are no mechanics' or similar liens for labor or materials supplied in connection therewith, the balance, if any, of such Net Insurance Proceeds shall be paid to Debtor. If an Event of Default has occurred and is continuing at the time of the damage or destruction to the Mortgaged Property, all Net Insurance Proceeds shall be paid to Mortgagee, and Mortgagee may retain and apply the Net Insurance Proceeds toward the Obligations whether or not then due and payable, in such order, priority and proportions as Mortgagee in its discretion shall deem proper, or to cure such Event of Default, or, in Mortgagee's discretion, Mortgagee may pay such Net Insurance Proceeds in whole or in part to Debtor to be applied toward the cost of the Restoration. If Mortgagee shall receive and retain Net Insurance Proceeds, the lien of this Mortgage shall be reduced only by the amount received and retained by Mortgagee and actually applied by Mortgagee in reduction of the Obligations.

Casualty. and Taking ------------------- In case during the Term all Tenant’s obligations with respect to any damage to or any substantial part destruction of the PremisesParking Improvements (if any) shall be as set forth in Section 4.3 and Exhibit “R”, Exhibit “R-3”, or Exhibit “R-4”, as applicable, and not this Article 20. Subject to Section 20.2, in the event of any damage to or destruction of any Improvements, whether or not from a risk coverable by the insurance described in Article 18, Tenant shall promptly repair and restore such Improvements, in a manner reasonably approved in writing by Landlord, so that after such restoration and repair, the Building or the Lot Initial Improvements are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in least as good or better condition than existed valuable and usable as immediately prior to such firedamage or destruction. Tenant shall be entitled to have any insurance policy proceeds received by Tenant held in trust with the Permitted Mortgage Lender with a Permitted Lease Encumbrance that has the Improvements as collateral and disbursed as progress payments as the work of repair, restoration or replacement progresses, to be used solely for paying for such work; and upon completion of such work free and clear of mechanics or other casualty or taking. In case liens, any remaining balance of a taking of part any insurance proceeds shall be paid first to the Permitted Mortgage Lender to reduce the indebtedness of the PremisesPermitted Lease Encumbrance, and thereafter, if the remainder Permitted Lender permits or if it is required by the terms of the Permitted Encumbrance, to Tenant and Landlord proportionate to the equity investment of each Party in the Improvements. The Permitted Mortgage Lender may disburse the progress payments in accordance with its normal disbursement procedures (e.g. upon receipt of appropriate mechanics lien releases, invoices, etc.) so long as such disbursement procedures are reasonably satisfactory to Landlord and ensure that the proceeds of insurance are applied to the costs of repairing, restoring or replacing the Improvements that were damaged or destroyed. To the extent that the insurance proceeds are insufficient to pay for use the costs of restoring, repairing or replacing the damaged Improvements, Tenant shall pay such deficiency to the trustee for Tenant's purposesapplication to the restoration costs within sixty (60) days after the insurer first makes available such insurance proceeds for repair, restoration or replacement. The provisions of Articles 6 and 7 shall apply to all work performed pursuant to this Article 20. Notwithstanding the foregoing, if Tenant and the Permitted Lender are not able to obtain sufficient insurance proceeds (in the case of an insured casualty) or construction funds (in the case of an uninsured casualty) to commence repair, restoration or replacement of the damaged Initial Improvements within ninety (90) days of such damage or destruction, and Landlord receives written notice thereof signed by Tenantin the case of an insured casualty, Tenant and the Permitted Lender have used their best efforts to so obtain such insurance proceeds, or in the case of casualty or taking if an uninsured casualty, Tenant and the Permitted Lender have used their best efforts to obtain sufficient construction funds, then Tenant and the Permitted Lender shall have such additional time needed to do the construction work as is necessary to put the Premises obtain such insurance proceeds or such remainder construction funds (but in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord no event to exceed six months, or if Landlord's restoration work is not actually completed within six one hundred and eighty (6180) months days from the date of casualty such damage or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods destruction) in which either party may terminate this Lease pursuant to commence to repair, restore or replace the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termdamaged Improvements.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after Upon the occurrence of the event giving rise any casualty loss, damage or destruction material to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate operation of the time needed to put Entravision Stations or the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately Sale Assets prior to the casualty Closing, the Entravision Parties shall promptly give the Univision Parties written notice setting forth in detail the extent of such loss, damage or taking destruction and the cause thereof if known. The Entravision Parties shall at their sole cost and expense (up to a just proportion maximum of $1,000,000) use commercially reasonable efforts to promptly commence and thereafter to diligently proceed to repair or replace any such lost, damaged or destroyed property. If such repair or replacement is not fully completed prior to the Closing Date, the Univision Parties may elect at their sole option to postpone the Closing until the Entravision Parties’ repairs have been fully completed (not to exceed ninety (90) days) or to consummate the Transactions on the Closing Date, in which event (1) the Entravision Parties shall assign to the Univision Parties the portion of the fixed rent insurance proceeds (less all reasonable costs and additional rent according expenses, including without limitation attorney’s fees, expenses and court costs incurred by the Entravision Parties to collect such amounts), if any, not previously expended by the nature Entravision Parties to repair or replace the damaged or destroyed property (such assignment of proceeds to take place regardless of whether the parties close on the scheduled or deferred Closing Date) and extent of (2) the injury Univision Parties shall be abated from accept the date of casualty or taking until damaged Sale Assets in their damaged condition provided that the Premises or Entravision Parties have satisfied their insurance obligations in Section 5.1(b) hereof. If the Entravision Parties are unable to complete the repairs within such remainder ninety (90) day period, the Univision Parties shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termoption to terminate this Agreement.

Casualty. Prior to the Closing and Taking ------------------- In case during notwithstanding the Term all or any substantial part pendency of the Premisesthis Agreement, the Building entire risk of loss or the Lot are damaged materially damage by fire earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty shall be borne and assumed by Transferor. If, prior to the Closing any “Material Damage” (as hereinafter defined) occurs, individually or by action in the aggregate, to any portion of public any Project as a result of earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other authority in consequence thereofcasualty, Transferor shall immediately notify Transferee of such fact. In such event, Transferee shall have the option to terminate this Agreement upon written notice to Transferor given not later than thirty (30) days after Transferee’s receipt of such notice from Transferor. Transferee shall have no right to terminate this Agreement as a result of any such damage or are taken by eminent domain destruction that does not constitute Material Damage. If Transferee does not elect or Landlord receives compensable has no right to terminate this Agreement, Transferor shall assign and turn over, and Transferee shall be entitled to receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at Transferee’s option and cost) and Transferee shall receive, as a credit against the Contribution Value, an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement. If Transferee does not elect or has no right to terminate such affected portion of this Agreement by reason of anything lawfully done on pursuance any casualty, Transferee shall have the right to participate in any adjustment of public any insurance claim. As used herein, the term “Material Damage” shall mean damage or other lawful authoritydestruction, this Lease shall terminate at Landlord's electionwith respect to any Property, provided Landlord terminates all other leases in (a) the Building, cost of repair of which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six the greater of $5,000,000.00 and five percent (65%) months from of the date value of casualty or taking Tenant may terminate this Lease by notice given the portion of the Contribution Value allocated to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove Property pursuant to Section 3.1 or 3.3), 2 hereof and (b) which Transferor fails to the condition of the Premises immediately repair in full prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermClosing.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after Upon the occurrence of a Casualty or a series of Casualties with respect to an Item or Items of Equipment with a Purchase Price aggregating in excess of $5,000,000 during the event giving rise Lease Term, Lessee shall give Lessor and Agent prompt notice thereof (a “Casualty Notice”). The Casualty Notice shall specify whether Lessee will: (a) pay to Lessor the Casualty Amount of the Item or Items of Equipment suffering such Casualty or series of Casualties, together with all other Rent then due and owing and if such amount is paid on a date which is not a Payment Date any and all Break Funding Amounts and an amount equal to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate sum of the time needed to put Basic Rent described in clause (A) of the Premises or such remainder in as good or better condition than existed immediately prior definition Casualty Amount with respect to such fireCasualty Amount due on the next succeeding Payment Date divided by 90, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated multiplied by the Landlord number of days from the immediately preceding Payment Date to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from but excluding the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord payment, which payment shall be made within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify such Casualty or the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice latest in time of such termination. If in any case series of Casualties (the Premises are rendered unfit for use and occupation and “Casualty Settlement Date”); or (b) replace the Lease is not so terminated, Landlord shall use due diligence (following Item or Items of Equipment with respect to which the expiration Casualty or series of all periods in which either party may terminate this Lease Casualties has occurred pursuant to the foregoing following provisions of this Section 7.19.1; provided that (i) the aggregate Purchase Price of all Items of Equipment replaced pursuant to restore this Section 9.1(b) with respect to this Lease from and after the PremisesDelivery Date to and including the date of replacement and after giving effect thereto, shall not exceed 25% of the aggregate Purchase Price of all Items of Equipment subject to this Lease as of the Delivery Date and (ii) upon the occurrence and during the continuance of a Lease Event of Default or a Lease Default, Lessee shall be obligated, at the option of the Agent, to make the payments referred to in clause (a) above and shall not be entitled to exercise any right or election of replacement pursuant to this clause (b). Notwithstanding the foregoing, if Lessee has elected or is required to pay any Casualty Amount pursuant to clause (a) above and either: (i) the payment of such Casualty Amount would cause the aggregate amount of all Casualty Amounts paid with respect to the Items of Equipment leased hereunder during the term of the Lease to exceed 25% of the aggregate Purchase Price of all Items of Equipment subject to this Lease as of the Delivery Date; or (ii) after giving effect to the payment of the Casualty Amount, the End of Term Value Ratio of the Items of Equipment remaining subject to this Lease is less than the End of Term Value Ratio of all Items of Equipment originally subject to this Lease (as set forth in the Appraisal), then Lessee shall not be entitled to pay such Casualty Amount pursuant to clause (a) above, and instead Lessee shall be deemed to have elected the Early Termination Option with respect to all, but not less than all, of the Items of Equipment then subject to this Lease and Lessee shall be required to purchase all but not less than all of the Items of Equipment in accordance with the terms and provisions of Section 14.1 on the Casualty Settlement Date. If Lessee has elected, or is required, to pay the Casualty Amount with respect to the Items of Equipment leased hereunder pursuant to clause (a) above, Lessee shall continue to make all payments of Rent due under this Lease until and including the Casualty Settlement Date. Upon payment of the Casualty Amount in respect of such Item of Equipment on such Casualty Settlement Date together with all Rent and Supplemental Rent then due and owing, the remaining scheduled Rent payments hereunder shall be reduced by an amount equal to the product of the scheduled amount of each such payment (determined in each case prior to the receipt of taking what such Casualty Amount), multiplied by the Item Value Fraction of such Item of Equipment suffering such Casualty or series of Casualties. If Lessee has given notice that it intends to replace the Item or Items of Equipment suffering such Casualty or series of Casualties, and such replacement is permitted under the foregoing clause (b), Lessee may remain thereof make subject to this Lease, not later than 90 days after such Casualty or the latest in time of such series of Casualties with respect to such Item or Items of Equipment, a replacement for such Item or Items of Equipment meeting the suitability standards hereinafter set forth. To be suitable as a Replacement Item of Equipment (excluding including for purposes of Section 8.7), an Item of Equipment (or Items of Equipment) must (i) be of the same function and utility, (ii) have the same or better Residual Value, remaining economic useful life and operating condition (immediately preceding the Casualty or series of Casualties assuming that such Item or Items of Equipment had been maintained in accordance with the terms of Section 8.3) as the Item or Items of Equipment, taken as a whole, suffering the Casualty or series of Casualties, (iii) have a Fair Market Value of not less than the Fair Market Value (immediately preceding the Casualty or series of Casualties assuming that such Item or Items of Equipment had been maintained in accordance with the terms of Section 8.3) of the Item or Items of Equipment, taken as a whole, suffering the Casualty or series of Casualties and (iv) be free and clear of any Liens other than Permitted Liens. Lessee shall represent in writing to Agent that such Replacement Item or Items of Equipment meet the standards set forth in clauses (i), (ii) and (iii) of the immediately preceding sentence and shall deliver an appraisal at Lessee’s sole expense in form and substance reasonably satisfactory to the Agent from an appraiser selected by the Agent and approved by Lessee (such approval not to be unreasonably withheld) confirming that such Replacement Item or Items of Equipment meet the standards set forth in clauses (ii) and (iii) of the immediately preceding sentence. Lessee shall cause a Bxxx of Sale and a lease supplement to be executed and delivered to Agent and Lessor in order to subject such replacement Item of Equipment or Items of Equipment to this Lease, and upon such execution and delivery and the receipt by Agent and the Lessor of (i) evidence reasonably satisfactory to them of Lessee’s compliance with the insurance provisions of Section 9.2 with respect to such replacement Item of Equipment or Items of Equipment, and (ii) an opinion of counsel to Lessee (which may be in-house counsel) opining as to the authorization, execution and delivery of the Bxxx of Sale and the lease supplement, the enforceability of the lease supplement and the filing and recording of the UCC financing statements with respect thereto and, in each case, consistent with the opinions delivered on the Delivery Date covering such matters, such replacement item or items installed shall be deemed an “Item of Equipment” or paid “Items of Equipment” for all purposes hereof. If (i) Agent or Lessor has received the amount payable with respect to the Casualty or series of Casualties and all other amounts due hereunder (if any), or (ii) the Item or Items of Equipment have been substituted or repaired in accordance herewith, and, in each case, no Material Lease Default or Lease Event of Default exists, Lessee shall be entitled to receive from Agent or Lessor, as applicable, the proceeds of any recovery in respect of the Item or Items of Equipment from insurance or otherwise, to the extent recovered by Tenant which Tenant Agent or Lessor (“Casualty Recoveries”), and Agent or Lessor, as applicable, subject to the rights of any insurer insuring the Items of Equipment as provided herein, shall execute and deliver to Lessee, or to its assignee or nominee, a Bxxx of Sale (without representations or warranties except that each such Item of Equipment is free and clear of Lessor Liens) for the Item or Items of Equipment (other than repaired items), and such other documents as may be required to remove pursuant release the Item or Items of Equipment from the terms of this Lease, in such form as may reasonably be requested by Lessee. All fees, costs and expenses relating to a substitution or repair as described herein shall be borne by Lessee. Except as otherwise provided in this Section 3.1 or 3.3)9.1, Lessee shall not be released from its obligations hereunder in the event of, and shall bear the risk of, any Casualty to the condition any Item of the Premises immediately Equipment prior to or during the casualty term of this Lease and thereafter until all of Lessee’s obligations hereunder are fully performed. Any payments (including, without limitation, insurance proceeds) received at any time by Agent, Lessor or taking and Lessee from any Governmental Authority or other party with respect to any loss or damage to any Item or Items of Equipment not constituting a just proportion of the fixed rent and additional rent according Casualty (i) up to the nature and extent of the injury $5,000,000, shall be abated from the date paid to Lessee, so long as no Material Lease Default or Lease Event of casualty or taking until the Premises or such remainder Default shall have been restored by Landlord occurred and be continuing, for application to repair or for replacement of property in case accordance with Sections 8.1 and 8.3 or (ii) in excess of a taking which permanently reduces the area of the Premises$5,000,000, a just proportion of the fixed rent and additional rent shall be abated held by Agent and applied directly in payment of repairs or for replacement of property in accordance with the remainder provisions of the TermSections 8.1 and 8.3, if not already paid by Lessee, or if already paid by Lessee and no Material Lease Default or Lease Event of Default shall have occurred and be continuing, shall be applied to reimburse Lessee for such payment, and any balance remaining after compliance with said Sections with respect to such loss or damage shall be retained by or disbursed to (as applicable) Lessee. LESSEE HEREBY ASSUMES ALL RISK OF LOSS, DAMAGE, THEFT, TAKING, DESTRUCTION, CONFISCATION, REQUISITION, COMMANDEERING, TAKING BY EMINENT DOMAIN OR CONDEMNATION, PARTIAL OR COMPLETE, OF OR TO EACH ITEM OF EQUIPMENT, HOWEVER CAUSED OR OCCASIONED, SUCH RISK TO BE BORNE BY LESSEE WITH RESPECT TO EACH ITEM OF EQUIPMENT FROM THE DELIVERY DATE AND CONTINUING UNTIL SUCH ITEM OF EQUIPMENT HAS BEEN PURCHASED BY A THIRD PARTY OR RETURNED TO LESSOR IN ACCORDANCE WITH THE TERMS HEREOF. LESSEE AGREES THAT NO OCCURRENCE SPECIFIED IN THE PRECEDING SENTENCE SHALL IMPAIR, IN WHOLE OR IN PART, ANY OBLIGATION OF LESSEE UNDER THIS LEASE, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION TO PAY RENT.

Casualty. and Taking ------------------- In case during the Term all event of damage to, or any substantial part of the Premisestotal or partial destruction of, the Building or the Lot are damaged materially Premises by fire or other casualty (the “Casualty Damage”), the insurance proceeds, if any, that, as a result of the Casualty Damage, are payable under any fire or casualty insurance maintained by action Tenant relating to the Premises shall be payable to, and shall be the sole property of, Landlord, and, subject to the terms and conditions of public or other authority this Section, Landlord shall cause the prompt and diligent repair and replacement of the Premises as soon as reasonably is possible so that they are in consequence thereofsubstantially the same condition as existed prior to the Casualty Damage. If substantial Casualty Damage occurs at any time during the Lease Term, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease a determination shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given a licensed architect reasonably acceptable to Landlord and Tenant within 60 30 days after such Casualty Damage, of whether Landlord will be able, within a period of six months after such Casualty Damage occurs, to repair and replace the occurrence of Premises so that they are in substantially the event giving rise same condition as existed prior to the election Casualty Damage. If the architect determines that Landlord will not be able, within a period of six months after such Casualty Damage occurs, to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put repair and replace the Premises or such remainder so that they are in substantially the same condition as good or better condition than existed immediately prior to such firethe Casualty Damage, other casualty or taking. In case of a taking of part of the Premisesthen Landlord, if the remainder is insufficient for use for Tenant's purposesat its option, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by upon written notice given to Landlord within Tenant at least 30 days after receipt of Landlord's noticein advance, which notice by Tenant and all obligations hereunder, except those due or mature, shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such terminationcease and terminate. If in any case substantial Casualty Damage occurs during the Premises are rendered unfit for use and occupation and last two years of the Lease is Term, and provided that Tenant has not so terminatedexercised an option for an extension Term, Landlord shall use due diligence (following the expiration of all periods in which either party then Landlord, at its option, may terminate this Lease pursuant upon written notice to Tenant at least 30 days in advance, and all obligations hereunder, except those due or mature, shall cease and terminate. Rent shall not be abated or reduced during any repair or construction following any Casualty Damage. The term “substantially damaged” and “substantial damage” as used in this section, shall mean that the Premises has been damaged to the foregoing provisions extent that the cost of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition such restoration of the Premises immediately prior to the casualty or taking and will exceed a just proportion sum constituting 35% of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area total replacement cost of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- In case during (a) If the Term all Leased Premises are partially or any substantial part of the Premises, the Building or the Lot are damaged materially by totally destroyed due to fire or other casualty or by action of public or other authority in consequence thereofcasualty, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityshall diligently repair the Improvements, this Lease and Rent shall terminate at Landlord's election, provided Landlord terminates all other leases in xxxxx proportionately to the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence portion of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Leased Premises, if the remainder is insufficient for use for Tenant's purposesany, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months rendered untenantable from the date of the casualty until Landlord’s repairs have been substantially completed. Tenant agrees that during any period of reconstruction or taking Tenant may terminate this Lease by notice given repair of the Leased Premises, it will continue the operation of the Leased Premises to Landlord within 30 days after receipt the extent reasonably practicable. (b) Notwithstanding anything to the contrary contained herein, if the casualty damage to the Leased Premises is such that in the reasonable opinion of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either a reputable general contractor retained by Landlord or (which Landlord shall provide to Tenant shall be not less than 15 nor more than 30 within forty-five (45) days after the date of the damage or destruction), such reconstruction or repair cannot be completed within two hundred seventy (270) days after the date of the damage or destruction (the “Repair Period”), Landlord or Tenant may, at its option, terminate this Lease on notice to the other party within thirty (30) days after Landlord delivers to Tenant such general contractor’s opinion, and Tenant shall deliver vacant possession of such termination. If the Leased Premises in any case accordance with the Premises are rendered unfit for use and occupation and the terms of this Lease. (c) In addition, if this Lease is not so terminatedterminated pursuant to the termination rights set forth above, and Landlord’s reconstruction or repair of the Premises is not completed within the Repair Period, then Tenant shall have the right to terminate this Lease by written notice to Landlord shall use due diligence delivered within thirty (following 30) days after the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermRepair Period.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above, if any. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of any such damage, beginning on the date of the casualty. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date; or (b) destroyed by action of public or other authority in consequence thereofa casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityinsufficient to rebuild the Building and the Leased Premises; then, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premisesclause (a) casualty, if the remainder is insufficient for use for Tenant's purposeseither Landlord or Tenant may, and Landlord receives written notice thereof signed by Tenantor, or in the case of casualty or taking if a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to the time needed to do the construction work necessary to put the Premises or such remainder in other party, terminate this Lease as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from of the date of casualty such casualty. Notwithstanding anything to the contrary contained herein, if any such damage or taking Tenant may destruction occurs within the final twelve (12) months of the Lease Term hereof, then either party may, in its sole discretion, terminate this Lease by written notice given to Landlord the other party made within 30 thirty (30) days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such terminationdamage or destruction. If in Tenant waives any case right under applicable laws inconsistent with the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions terms of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termparagraph.

Casualty. and Taking ------------------- (a) In case during the Term all event the Leased Premises is damaged by fire, explosion or any substantial part of the Premises, the Building or the Lot are damaged materially by fire or other casualty or which cannot be restored by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in Lessor to its original condition within ninety (90) days from the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of terminationsuch casualty, or if Landlord does not elect the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, which notice shall contain Landlord's nonbinding estimate Lessor shall, within forty-five (45) days of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by notice given to Landlord within 30 days after receipt Lessee which increases the cost of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant restoration shall be not less than 15 nor more than 30 paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such termination. If in any case time period but fails to complete the Premises are rendered unfit for use actual construction and occupation restoration within forty-five(45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and the Lease is not so terminated, Landlord shall use due diligence (following the expiration expense of all periods Lessor in which event the insurance proceeds shall be either party may paid to Lessee from any escrow or otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease pursuant upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (d) in the event the Leased Premises are damaged in excess of fifty percent (50%) of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the foregoing provisions other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this lease by giving Written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section 7.1and shall promptly commence and diligently complete the restoration. (d) to restore If the Premisescasualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in case of taking what may remain thereof (excluding any items installed a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3)in part, to the condition then a proportionate abatement of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated allowed from the date of casualty or taking when the damage occurred until the Premises or such remainder shall have been restored by Landlord and in case date Lessor completes its work, said proportion to be computed on the basis of a taking the relation which permanently reduces the gross square foot area of the Premises, a just proportion space rendered untenantable bears to the floor space of the fixed rent Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and additional rent shall be abated for the remainder of the Termequipment.

Casualty. and Taking ------------------- In case during Tenant shall give Landlord written notice of any fire or -------- other casualty occurring within the Term all Premises on the next business day following such occurrence or Tenant's knowledge thereof, whichever is later. If the Premises or Project (provided such damage to the Project would constitute an interference with Tenant's quiet enjoyment of the Premises), or any substantial portion of either, shall be damaged by fire or other casualty covered by the insurance carried by Landlord hereunder and the cost of repairing such damage shall not be greater than 10% of the then full replacement cost thereof, then, subject to the following provisions of this Article. Landlord shall repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance carried by Landlord hereunder, (b) by fire or other casualty covered by insurance carried by Landlord hereunder and Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, or (c) to an extent greater than 40% of the then full replacement cost thereof, then Landlord shall have the option (i) to repair or reconstruct the damaged Premises or Project to substantially the same condition as immediately prior to such fire or other casualty, or (ii) to terminate this Lease by so notifying Tenant within one hundred twenty (120) days after the date of such fire or other casualty, such termination to be effective as of the date of such fire or other casualty. The Rent required to be paid hereunder shall be abated in proportion to the portion of the Premises, if any, which is rendered untenantable by fire or other casualty hereunder until repairs of the Premises are completed or if the Premises are not repaired, until the Expiration Date hereunder. Other than such rental abatement, no damages, compensation or claims shall be payable by Landlord for loss of the use of the whole or any part of the Premises, Tenant's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. If the Building damage results from the fault or the Lot are damaged materially by fire negligence of Tenant, its agents, employees, licensees or invitees, Tenant shall not be entitled to any abatement or reduction of any Rent or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposessums due hereunder, and Landlord receives written notice thereof signed such damage shall be repaired by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if at Landlord's restoration work option by Landlord, at Tenant's expense. If this Lease is not actually completed within six terminated as provided in (6c)(ii) months from above, all Rent shall be apportioned and paid up to the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant not be required to the foregoing provisions of this Section 7.1) to restore the Premisesrepair or replace any furniture, furnishings, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which other personal property that Tenant may be required entitled to remove from the Premises or any property constructed and installed by or for Tenant pursuant to Section 3.1 6.01 hereof or 3.3), to the condition any installations in excess of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermBuilding Standard.

Casualty. Landlord and Taking ------------------- In case during Tenant hereby acknowledge and agree that the Term all or any substantial part following is hereby added at the end of Section 11.2 of the PremisesOffice Lease: “In the event Landlord elects to make the repairs, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofLandlord, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 sixty (60) days after the occurrence of any damage that renders the event giving rise Premises unfit for occupancy, shall cause to be delivered to Tenant an estimate, prepared by a qualified, independent, experienced and reputable architect, of the election to terminate which notice shall specify number of days, measured from the effective date of terminationthe casualty, or if that will be required for Landlord to complete Landlord’s restoration work (the “Repair Estimate”). If Landlord does not elect to so terminate, which notice shall contain terminate the Lease pursuant to Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in ’s termination right as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesprovided above, and Landlord receives written notice thereof signed by Tenanteither (A) the repairs cannot, in the reasonable opinion of Landlord, be completed within three hundred sixty (360) days after being commenced, or in (B) the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is repairs are not actually completed within six sixty (660) months from days after the date period of casualty or taking time set forth in the Repair Estimate (subject to extension for delays caused by Force Majeure and delays caused by Tenant), Tenant may shall have the right to terminate this Lease during the first five (5) business days of each calendar month following the end of such period until such time as the repairs are complete, by notice given to Landlord within 30 days after receipt (the “Damage Termination Notice”), effective as of Landlord's noticea date set forth in the Damage Termination Notice (the “Damage Termination Date”), which notice by Tenant Damage Termination Date shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall not be not less than 15 nor more than 30 ten (10) business days following the end of each such month. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period ending thirty (30) days after the date Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of notice Landlord’s receipt of the Damage Termination Notice, a certificate of Landlord’s contractor responsible for the repair of the damage certifying that it is such terminationcontractor’s good faith judgment that the repairs shall be substantially completed within thirty (30) days after the Damage Termination Date. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord repairs shall use due diligence (following be substantially completed prior to the expiration of all periods in which either party may terminate such thirty (30) day period, then the Damage Termination Notice shall be of no force or effect, but if the repairs shall not be substantially completed within such thirty (30) day period, then this Lease pursuant to shall terminate upon the foregoing provisions expiration of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termthirty-day period.”

Casualty. (a) If the Lessee Assets and Taking ------------------- In case during the Term all Additional Improvements are destroyed or any substantial part damaged (each, a “Casualty Event”), and if, in the reasonable opinion of Lessee, such Casualty Event materially and adversely affects Lessee’s use and operation of the PremisesLessee Assets, then Lessee shall have the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofright, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 180 days after the occurrence of such Casualty Event, to terminate this Lease by written notice to Lessor. In the event giving rise this Lease is terminated pursuant to the election to terminate which notice this Section 7.3, (i) all charges paid or owing hereunder shall specify be prorated as of the effective date of such termination, (ii) Lessee shall be entitled to any insurance proceeds applicable to the Lessee Assets and the Additional Improvements, and (iii) Lessee shall, in good faith and with due diligence, remove all Lessee Assets and Additional Improvements from the Leased Premises, and repair and restore any damage to the Leased Premises or if Landlord the remainder of the Xxxxxxx City Complex caused by such removal, at Lessee’s sole cost and expense. (b) In the event Lessee does not timely elect to so terminateterminate this Lease following the occurrence of a Casualty Event in accordance with Section 7.3(a), Lessee shall repair and restore any damaged or destroyed Lessee Assets and/or Additional Improvements to substantially the condition in which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than Lessee Assets and/or Additional Improvements existed immediately prior to the applicable Casualty Event. Such repair and restoration by Lessee shall be performed in good faith and with due diligence, subject to Lessee’s receipt of any required building or construction permits. (c) If, notwithstanding Section 7.3(b), Lessee fails to act in good faith or to use due diligence to repair and restore the Lessee Assets and Additional Improvements to the required condition within a reasonable time, then (i) Lessor shall have the right to take such fire, other casualty actions as are necessary or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesreasonable to effect such repair and restoration (and Lessee shall take all actions reasonably necessary to facilitate Lessor’s actions), and Landlord receives written notice thereof signed by Tenant, insurance proceeds with respect to any remaining repair or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six shall be payable to Lessor, (6ii) months from Lessor shall have the date of casualty or taking Tenant may right to immediately terminate this Lease upon written notice to Lessee, (iii) Lessee shall be obligated to use any insurance proceeds actually received by notice given Lessee to Landlord within 30 reasonably clean up the Lessee Assets, Additional Improvements and Leased Premises and (iv) Lessor shall have the option to purchase the Lessee Assets and Additional Improvements for the Purchase Price (the “Casualty Purchase Option”), as determined in accordance with Section 7.3(d). (d) If Lessor elects to exercise the Casualty Purchase Option, Lessor shall notify Lessee in writing (the “Option Notice”). Promptly thereafter, Lessor and Lessee shall engage a mutually-acceptable independent appraiser with experience in valuing petrochemical production assets to determine the fair market value of the Lessee Assets and the Additional Improvements (the “Fair Market Value”), which is the price at which a willing buyer would be willing to buy, and a willing seller would be willing to sell, each under no compulsion, the Lessee Assets and Additional Improvements in their then-current condition. The closing of the purchase and sale of the Lessee Assets and Additional Improvement shall occur on the closing date set forth in the Option Notice (the “Option Closing Date”), which date shall not be more than 90 days after receipt Lessor’s delivery of Landlord's noticethe Option Notice. At such closing, which notice by Tenant (i) Lessee shall specify the effective date deliver such duly executed and, if applicable, acknowledged, conveyances, deeds, assignments, bills of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises sale and other documents and instruments as are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant convey and transfer the Lessee Assets and Additional Improvements to Section 3.1 Lessor, each of which shall include a special warranty of title or 3.3)similar warranty of claims and encumbrances created or existing by, through or under Lessee and its Affiliates, but otherwise without warranty and (ii) Lessor shall deliver to Lessee, by wire transfer or other immediately available funds, the condition Purchase Price. As used herein, the “Purchase Price” means the Fair Market Value, less any costs and expenses incurred by Lessor in connection with the restoration and repair of the Premises immediately Lessee Assets and Additional Improvements prior to the casualty or taking Option Closing Date (excluding costs and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking expenses for which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLessor has actually received insurance proceeds).

Casualty. If after the Effective Date and Taking ------------------- In case during prior to the Term all or Closing any substantial part of the Premises, the Building or the Lot are Property is damaged materially by fire or other casualty or by action of public or other authority in consequence (a “Casualty”), Seller shall, promptly upon receiving actual knowledge thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence notify Purchaser of the event giving rise same. If, as a result of such Casualty, (a) the tenant of such Property other than the Property commonly known as 0000/0000 Xxxxxxxxx Xxxxxxx, Xxxxxxx, XX (the “IBM Property”) is entitled to and elects to terminate its Lease with respect to such Property or (b) International Business Machines (“IBM”) is entitled to and elects to terminate its Lease with respect to the election to terminate which IBM Property (each a “Casualty Tenant Termination Event”), then Seller shall promptly upon receiving notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate such Casualty Tenant Termination Event notify Purchaser of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or takingsame (a “Casualty Tenant Termination Notice”). In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six Within five (65) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's noticethe Casualty Tenant Termination Notice (but in no event later than the Closing Date), Purchaser shall notify Seller in writing of Purchaser’s election to either (i) subject to the limitations of Sections 7.2.1(4) and 7.2.2(9), terminate this Agreement with respect to such Property, in which notice by Tenant shall specify case the effective date of termination. The effective date of termination specified either by Landlord or Tenant Purchase Price shall be reduced by the Allocated Purchase Price for such Property, or (ii) to acquire such Property notwithstanding the Casualty Tenant Termination Event. If (i) Purchaser elects to acquire such Property notwithstanding the Casualty Tenant Termination Event or fails to terminate this Agreement with respect to such Property within such five (5) day period, or (ii) such Casualty does not less than 15 nor more than 30 days after give rise to a Casualty Tenant Termination Event, then Purchaser shall proceed to Closing, and as of Closing, (1) Seller shall (A) assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance and rent abatement insurance applicable to any period beginning with the date of notice Closing Date) due Seller as a result of such termination. If in any case Casualty, and (B) provide written confirmation from GECC that such insurance proceeds can be assigned to Purchaser and will be available after Closing to Purchaser to effectuate the Premises are rendered unfit needed repairs, (2) Purchaser shall assume full responsibility for use all needed repairs (as between Purchaser and occupation and the Lease is not so terminatedSeller, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant but subject to the foregoing provisions terms of this Section 7.1the applicable Lease with respect to any rights of the applicable tenant), and (3) Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies to restore the Premisesextent not payable by the applicable tenant under the applicable Lease. Notwithstanding anything contained herein to the contrary, if a Casualty shall occur to any Property and, as a result of such Casualty, the lender providing the Term Financing Commitment will not close the loan contemplated by the Term Financing Commitment with respect to such Property, GECC will not close the GE Bridge Loan with respect to such Property or in case of taking what may remain thereof GECC or Senior Lender (excluding any items installed or paid for by Tenant which Tenant may be required as applicable) will not close the Bridge Loan with respect to remove such Property (as applicable pursuant to Section 3.1 or 3.34.3.2), then, subject to the condition limitations of Sections 7.2.1(4) and 7.2.2(9), this Agreement shall automatically terminate with respect to such Property and the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury Purchase Price shall be abated from reduced by the date Allocated Purchase Price of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermProperty.

Casualty. and Taking ------------------- In case during the Term all of damage to or any substantial part destruction of the Premises, whether or not by a risk required to be covered by insurance as set forth in Paragraph 19 of this Lease, this Lease shall not terminate and Tenant shall promptly restore, rebuild, replace or repair (hereinafter referred to as “Restore” or “Restoration”) the Building Premises to substantially the same condition as existed immediately prior to such damage or destruction if, in the Lot are damaged materially good faith estimate of a mutually acceptable architect or contractor, such Restoration can be substantially completed within 180 days from the occurrence of the damage or destruction. Such Restoration shall be commenced promptly and shall thereafter be prosecuted with due diligence. Notwithstanding the foregoing, however, in the case of damage to or destruction of the Premises the Restoration of which cannot be substantially completed within 180 days from the occurrence or if the damage or destruction occurs during the last twelve (12) months of the Term that will render the Premises inaccessible or unusable for purposes of conducting Tenant’s business for a period of ninety (90) days or more, Tenant may elect to terminate this Lease by fire giving Landlord written notice of such election within thirty (30) days following the casualty, in which event Tenant shall have no obligation to Restore the Premises; provided, however, Tenant shall, at its cost, clear the Premises of debris and return the same to a safe and clean condition, and deliver any insurance proceeds (other than those for payable for damages to Tenant’s personal property or other casualty business interruption or by action of public or other authority Tenant’s costs to clear the Premises) to Landlord and/or Landlord’s mortgagee in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityaccordance with Subparagraph 20(e) below. If Tenant elects to terminate this Lease in accordance with this paragraph, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in thirty (30) days following the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives Tenant’s written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case election (the Premises are rendered unfit for use and occupation and "Termination Date”) upon the Lease is not so terminated, Landlord shall use due diligence (following the expiration payment by Tenant of all periods in which either party may terminate rent and all other sums then due and payable under this Lease pursuant to and including the foregoing provisions Termination Date. Said termination shall not release Tenant nor Landlord from the obligations and liabilities of either under this Section 7.1) to restore the PremisesLease, actual or in case of taking what may remain thereof (excluding any items installed contingent, which have accrued on or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermTermination Date.

Casualty. and Taking ------------------- In case (a) If, at any time during the Term all or any substantial part of the PremisesTerm, the Building or the Lot Premises are damaged materially or destroyed by a fire or other casualty insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage (a "Restoration Notice") as to the amount of time Landlord reasonably estimates it will take to restore the Premises, as applicable (the "Restoration Period"). If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period"), Landlord may, in such notice, elect to terminate this Lease as of the date that is seventy-five (75) days after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by action written notice to Landlord delivered within forty-five (45) days of public receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease pursuant to this Section 5.1, Landlord shall promptly restore the Premises (including all tenant improvements that were part of the Premises as of the date of this Lease), as needed to obtain any license, clearance or other authority in consequence thereofauthorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or are taken remediation of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES"); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period, Landlord shall cease all work, and Tenant may by eminent domain written notice to Landlord delivered within five (5) business days of the expiration of Maximum Restoration Period, elect to terminate this Lease. If Tenant elects to terminate this Lease, Landlord shall be relieved of its obligation to make repairs or restoration, and this Lease shall terminate as of the date of discovery of such damage or destruction. Landlord receives compensable damage shall retain any Rent paid and the right to any Rent payable by reason Tenant and applicable to the date of anything lawfully done on pursuance of public or other lawful authoritytermination. If Tenant does not timely elect to terminate, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases remain in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesfull force and effect, and Landlord receives written notice thereof signed by Tenantshall complete all repairs and restoration as soon as reasonably practicable. (b) Notwithstanding anything to the contrary contained in Section 5.1(a), or (i) if there is Material Damage (as hereinafter defined) and the date set forth in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition Restoration Notice is more than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six twelve (612) months from the date of casualty or taking such damage, then Tenant may shall have the right to terminate this Lease by giving notice given to Landlord within 30 (a "TENANT TERMINATION NOTICE"), not later than thirty (30) days after following Tenant's receipt of Landlord's notice, which notice the Restoration Notice. If this Lease is terminated by Landlord pursuant to Section 5.1(a) or by Tenant pursuant to this Section 5.1(b), (a) the Term shall specify expire upon the effective date of termination. The effective date thirtieth (30th) day after notice of termination specified either by Landlord is given or on such later date as Tenant reasonably requires so long as Tenant is continuously and diligently using good faith commercially reasonable efforts to relocate, (b) Tenant's liability for Rent shall be not less than 15 nor more than 30 days cease proportionately as of the date Tenant vacates the Premises, and (c) any prepaid Rent for any period after the date of notice of such termination. If in any case the Premises are rendered unfit Tenant's liability for use and occupation and the Lease is not so terminated, Rent has ceased shall be refunded by Landlord shall use due diligence to Tenant. (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions c) For purposes of this Section 7.1Article V, the term "MATERIAL DAMAGE" shall mean either (i) to restore fifteen percent (15%) or more of the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition rentable area of the Premises immediately prior to the casualty is damaged and thereby rendered untenantable or taking and not reasonably usable by Tenant for its then current Permitted Use, or (ii) a just proportion portion of the fixed rent Premises is damaged and additional rent according as a result thereof, Tenant is denied reasonable use or access to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area material portion of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- In case during Landlord will provide prompt notice to Tenant of any casualty affecting the Term all Property. If Tenant’s Communication Facility or any substantial part improvements are substantially damaged or destroyed, Tenant may terminate this Lease by upon written notice to Landlord. Termination shall be effective immediately after such notice is given, without the payment of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityTermination Fee. Upon such termination, this Lease shall terminate become null and void, and Landlord and Tenant shall have no other further obligations to each other hereunder, other than Tenant’s obligation to remove its property as herein provided and such other provisions that are stated herein to survive said termination. Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Premises, but only until such time (which shall in no event be longer than ninety (90) days from the date of such casualty) as Tenant is able to activate a replacement transmission facility at Landlord's electionanother location; notwithstanding the termination of this Agreement, provided Landlord terminates such temporary facilities will be governed by, and Tenant shall comply with, all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise terms and conditions of this Lease, including, but not limited to, Tenant’s obligation to pay Rent and carry insurance. If Tenant elects to continue this Lease, Tenant shall restore the Premises and/or Communication Facility to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed existing immediately prior to such firedamage or destruction. Tenant shall not unreasonably or unnecessarily delay restoration of its Communications Facility. If Tenant undertakes to rebuild or restore the Premises and/or the Communication Facility, other casualty or taking. In case of a taking of part as applicable, Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Premises at no additional Rent until the reconstruction of the Premises, if Premises and/or the remainder Communication Facility is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition completed (which shall be no later than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3said casualty), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- In case during the Term If all or any substantial part portion of the Premises, the Building Premises becomes untenantable or the Lot are damaged materially inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by action Landlord to provide Landlord with a written estimate of public the amount of time required, using standard working methods, to substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or other authority in consequence thereofany Common Areas necessary to provide access to the Premises cannot be made tenantable within two hundred ten (210) days from the date the repair is started, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, then either party shall have the right to terminate this Lease upon written notice to the other within ten (10) days after Xxxxxx’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate at this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six ninety (690) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and Casualty, shall have the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may right to terminate this Lease pursuant to if: (1) the foregoing provisions of this Section 7.1Premises have been materially damaged and less than two (2) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition years of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from Term remain after the date of casualty the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or taking until (3) a material uninsured loss to the Building or Premises or such remainder occurs, provided that the foregoing shall have been restored not apply to a loss that is uninsured due to a failure by Landlord and in case of a taking which permanently reduces to carry standard casualty insurance on the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermBuilding.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put a casualty involving the Premises or such remainder in that will take more than ninety (90) days to repair, as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by Landlord (the “Landlord’s Rebuild Estimate”), then Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease within thirty (30) days after delivery of Landlord’s Rebuild Estimate. Landlord shall provide Landlord’s Rebuild Estimate within thirty (30) days of the date of the applicable casualty. If neither party elects to terminate this Lease as provided above or if neither party has the right to terminate this Lease as provided above, then Landlord shall promptly commence to restore the Premises to substantially the same condition that existed prior to the fire or other casualty (“Landlord’s Repair Obligation”), exclusive of any Alterations, additions, improvements, fixtures and equipment installed by or on behalf of Tenant (whether before or after the Commencement Date). Notwithstanding the foregoing, Landlord shall not be required to fulfill its Landlord’s Repair Obligations to the extent that any lender requires that Landlord’s insurance proceeds be applied to the payment of the mortgage debt or if the casualty is not a claim covered by insurance or if Landlord’s insurance proceeds are insufficient to satisfy the cost of the repair work, and in such event Landlord shall have the right to terminate this Lease upon notice given to Tenant. Notwithstanding the foregoing, if Landlord’s Repair Obligation has not been substantially completed within forty-five (45) days after the estimated restoration date set forth in Landlord’s Rebuild Estimate (the last day of such 45-day period being the “Casualty Termination Date”), Tenant shall have the right to terminate this Lease effective upon thirty (30) days’ prior written notice to Landlord delivered within 30 sixty (60) days after receipt the Casualty Termination Date; provided, however, that such termination shall be null and void if Landlord completes the Landlord’s Repair Obligations prior to the expiration of Landlord's noticesuch sixty (60) day period. In the event that this Lease is terminated as set forth herein, which notice by Tenant the Fixed Rental shall specify be apportioned as of the effective date of termination. The effective date of termination specified either by Landlord or the damage and, provided Tenant is not in default, Tenant shall be not less than 15 nor more than 30 days entitled to a refund from Landlord of amounts for the Fixed Rental or other charges prepaid by Tenant to Landlord for the period arising after the date of notice the casualty. Tenant will have no claim to insurance proceeds with respect to insurance policies maintained by Landlord, condemnation award or proceeds in lieu of such terminationcondemnation; provided that in the event of a casualty, Tenant shall be permitted to retain any insurance proceeds payable under any policy carried by Tenant. If in any case In the event the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods untenantable in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, whole or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may part and neither party terminates as provided herein, then Fixed Rental shall be required equitably abated to remove pursuant to Section 3.1 or 3.3), to reflect the condition portion of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termnot tenantable.

Casualty. and Taking ------------------- (a) In case during the Term all event the Leased Premises are damaged by fire, explosion or any substantial part of the Premises, the Building or the Lot are damaged materially by fire or other casualty or which cannot be restored by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in Lessor to its original condition within ninety (90) days from the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of terminationsuch casualty, or if Landlord does not elect the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, which notice shall contain Landlord's nonbinding estimate Lessor shall, within forty-five (45) days of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by notice given to Landlord within 30 days after receipt Lessee which increases the cost of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant restoration shall be not less than 15 nor more than 30 paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such termination. If in any case time period but fails to complete the Premises are rendered unfit for use actual construction and occupation restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and the Lease is not so terminated, Landlord shall use due diligence (following the expiration expense of all periods Lessor in which event the insurance proceeds shall be either party may paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease pursuant upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the foregoing provisions other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section 7.1and shall promptly commence and diligently complete the restoration. (d) to restore If the Premisescasualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in case of taking what may remain thereof (excluding any items installed a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3)in part, to the condition then a proportionate abatement of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated allowed from the date of casualty or taking when the damage occurred until the Premises or such remainder shall have been restored by Landlord and in case date Lessor completes its work said proportion to be computed on the basis of a taking the relation which permanently reduces the gross square foot area of the Premises, a just proportion space rendered untenantable bears to the floor space of the fixed rent Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and additional rent shall be abated for the remainder of the Termequipment.

Casualty. and Taking ------------------- In case during If the Term all Premises or any a substantial part portion of the PremisesProperty is damaged in whole or in part by casualty, and if the Building or the Lot Premises are damaged materially by fire or other casualty or by action of public or other authority in consequence made untenantable as a result thereof, Landlord shall deliver to Tenant, within sixty (60) days after such casualty, a good faith estimate of the time necessary to repair such damages (“Casualty Notice”). If in Landlord’s reasonable estimation such damages cannot be substantially repaired within the shorter of two hundred seventy (270) days from the date of such casualty, or are taken within two-thirds (2/3) of the then remaining Term as of the date of such casualty (“Estimated Restoration Period”), this Lease may be terminated by eminent domain either Landlord or Landlord receives compensable damage Tenant by reason delivering written notice to the other party within thirty (30) days after Tenant’s receipt of anything lawfully done on pursuance of public the Casualty Notice, in the event neither party timely terminates this Lease, or other lawful authorityif in Landlord’s reasonable estimation such damages can be substantially repaired within the Estimated Restoration Period then, subject to Landlord’s rights below, this Lease shall terminate at Landlord's electionremain in full force and effect, provided and Landlord terminates all other leases shall proceed in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given good faith to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put repair and restore the Premises or such remainder in as good or better to a condition than substantially similar to that condition which existed immediately prior to such firecasualty. Landlord’s obligation with respect to repair and restoration shall be limited to the extent of the insurance proceeds actually received by Landlord in connection with such casualty and shall only extend to the repair of Landlord’s building and improvements, other casualty and shall not extend to Tenant’s fixtures, equipment, alterations, Telecommunications Equipment, or takingany interior finish constructed within the Premises by either Landlord or Tenant, regardless of the cause of such casualty. In case the event the repair and restoration of a taking of part the Premises extends beyond the Estimated Restoration Period, this Lease shall remain in full force and effect and Landlord shall not be liable therefor, but Landlord shall continue to complete such repairs and restoration with all due diligence. Notwithstanding the aforesaid, if Landlord reasonably determines that repair of the Premises/Property is or will become uneconomical or that the insurance proceeds (after any required payments to any mortgagees of the Property) will be insufficient to complete all repairs and restoration, if the remainder is insufficient for use for Tenant's purposes, and then Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by giving written notice given to Landlord within 30 days after receipt of Landlord's noticeTenant. In the event this Lease is terminated, which notice by Tenant the parties shall specify have no further obligations to the other, except for those obligations accrued through the effective date of such termination, which obligations shall survive the Term. The effective date Upon termination of termination specified either by Landlord or this Lease, Tenant shall immediately surrender possession of the Premises to Landlord. Tenant shall not be not less than 15 nor more than 30 days after the date of notice of such termination. If required to pay any Base Rent for any period in any case which the Premises are rendered unfit for use and occupation and wholly untenantable; and, in the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition event only a portion of the Premises immediately prior are untenantable, Tenant’s Base Rent shall be equitably abated in proportion to that portion of the Premises which are so unfit for such period of time as the Premises (or such portion) remains untenantable. There shall be no Rent abatement if the damages are due to the casualty fault or taking and a just proportion negligence of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty Tenant or taking until the Premises Tenant’s agents, employees, licensees, invitees or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termcontractors.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord's obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally in place at the time of the Commencement Date or required to be made by Landlord pursuant to Section 2.02 above, if any. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days from the casualty date; or (b) destroyed by action of public or other authority in consequence thereofa casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityinsufficient to rebuild the Building and the Leased Premises; then, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of clause (a) casualty, either Landlord or Tenant may, or, in the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or case in the case of casualty a clause (b) casualty, then Landlord may, upon thirty (30) days' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph. Notwithstanding anything in this Lease to the contrary, if (i) the Leased Premises is damaged or taking if destroyed during the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six last twelve (612) months from of the Term; or (ii) Landlord fails to substantially complete its repair or restoration obligations within two hundred ten (210) days following the date of casualty or taking such casualty, then Tenant may terminate this the Lease by delivering written notice given to Landlord of its election to terminate within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 thirty (30) days after the date of notice of such termination. If in casualty with respect to (i) above, or, with respect to (ii) above, at any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following time after the expiration of all periods in which either party may terminate this Lease pursuant the applicable time period giving rise to the foregoing provisions Tenant's right to terminate, provided, that Tenant's notice of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury termination shall be abated from deemed null and void if Landlord substantially completes the date Leased Premises within sixty (60) days following receipt of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermTenant's termination notice.

Casualty. and Taking ------------------- In case during the Term all If any Building or any substantial part thereof is damaged by any casualty prior to Closing, Seller shall immediately notify Buyer in writing of the Premisessame ("Casualty Notice") and if the cost of repairing such damage is: (i) equal to or less than ONE HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($125,000.00), then Seller shall notify Buyer as to such damage, and Buyer shall elect whether the Seller shall repair such damage, and if so, Seller shall restore the damaged Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given as promptly as is reasonably possible to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than as existed immediately prior to such firecasualty and in such event Closing shall be deferred until such repair and restoration is substantially completed (but in no event longer than 120 days); or, other casualty or taking. In case of a taking of part Buyer may elect to proceed with Closing as set forth herein without repair of the Premises, if casualty damage and Buyer shall receive an assignment of Seller's rights in any insurance proceeds which remain unpaid to Seller in connection with such casualty and a credit against the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or Purchase Price in the case amount of the deductible under Seller's property casualty or taking if insurance coverage for the time needed Building plus any amounts previously paid to do Seller as insurance proceeds in connection with such casualty. (ii) greater than ONE HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($125,000.00), then Buyer may elect to terminate this Agreement by giving notice to such effect to Seller not later than the construction work necessary earlier to put occur of the Premises or such remainder in as good or better condition than existed immediately last business day prior to such fire, other casualty Closing or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six ten (610) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 business days after receipt of Landlord's notice, the Casualty Notice (in which notice by Tenant shall specify event the effective date of termination. The effective date of termination specified either by Landlord or Tenant Xxxxxxx Money Deposit shall be not less than 15 returned to Buyer and neither Seller nor more than 30 days after Buyer shall have any further obligations or liabilities one to the date of notice of such terminationother hereunder). If Buyer does not elect to terminate this Agreement as set forth in the preceding sentence, the parties shall proceed with Closing as set forth herein without repair of the casualty damage and Buyer shall receive an assignment of Seller's rights in any case insurance proceeds which remain unpaid to Seller in connection with such casualty and a credit against the Premises are rendered unfit Purchase Price in the amount of the deductible under Seller's property casualty insurance coverage for use and occupation and the Lease Building plus any amounts previously paid to Seller as insurance proceeds in connection with such casualty. Notwithstanding the foregoing, in the event any Building, or any portion thereof, is not so terminateddamaged by any casualty, Landlord shall use due diligence (following the expiration of all periods in which either party Buyer may terminate this Lease pursuant Agreement as to that portion only, subject to renegotiation of the Purchase Price and other relevant terms of this Agreement. The Casualty Notice shall include a description of the damage to the foregoing provisions Building and Seller's best estimate of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be cost and time required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or repair such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termdamage.

Casualty. If the Leased Premises is damaged by fire or other -------- casualty, the Landlord will promptly give written notice to Tenant whether the damaged area can reasonably be repaired within 180 days after the date on which all requisite permits and Taking ------------------- In case during licenses for the Term all or repair thereof are obtained from the appropriate governmental authorities. If Landlord notifies Tenant that it does not believe that the damaged area can reasonably be repaired within such 180-day period, then both Landlord and Tenant will have the option of terminating this Lease by giving written notice thereof to the other at any substantial part time within 30 days after the date of Tenant's receipt of the aforementioned notice from Landlord. If Landlord determines that the damaged area can reasonably be repaired within such 180-day period or if neither party elects to terminate this Lease despite the fact that Landlord has determined that the damaged area cannot be reasonably repaired within such 180-day period, then Landlord will proceed to repair the damaged area at its sole expense; provided, however, that Landlord will in no event be required to repair any improvements previously made to the Leased Premises by or at the request of Tenant pursuant to (S)10 hereof. If the Leased Premises are rendered untenantable in whole or in part as a result of a fire or other casualty which was not caused by Tenant, then all rent and other payments accruing after the occurrence of any such fire or other casualty and prior to the completion of the repair of the Leased Premises will be equitably and proportionately abated to reflect the untenantable portion of the Leased Premises, the Building . Landlord will not be liable to Tenant for any inconvenience or the Lot are damaged materially interruption to Tenant's business occasioned by such fire or other casualty or by action the concomitant repair of public the damaged area. In addition to the termination rights given to Landlord and Tenant in the immediately preceding paragraph of this (S)19, Tenant will also have the right to terminate this Lease upon the occurrence of any of the following events: (a) the occurrence of any fire or other authority in consequence thereof, or casualty during the last two years of the Lease Term it at least 50% of the rentable square feet contained within the Leased Premises are taken by eminent domain or Landlord receives compensable damage by reason rendered untenantable as a result of anything lawfully done on pursuance the occurrence of public such fire or other lawful authority, this Lease shall terminate at casualty; (b) Landlord's election, provided Landlord terminates all other leases failure to begin its repair of any damaged area in the Building, which may be made notwithstanding Landlord's entire interest may be divested, Leased Premises caused by notice given to Tenant such fire or other casualty within 60 days after the occurrence thereof, subject to the occurrence of any Delay Event (as that term is defined in (S)9 hereof); or (c) Landlord's failure (subject to the occurrence of any Delay Event) to complete the repair of any damaged area within 180 days after the date on which all requisite permits and licenses for the repair thereof are obtained from the appropriate governmental authorities, notwithstanding the fact that Landlord had earlier given written notice to Tenant that the damaged area could reasonably be repaired within the aforementioned 180 day period. Tenant will exercise any termination right granted to it in this paragraph by giving written notice of such termination to Landlord at any time within thirty days after the date of the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposestermination right hereunder. If this Lease is terminated in accordance with the provisions of this (S)19, all Base Rent, Excess Expense payments and Landlord receives written notice thereof signed by Tenant, or in the case other monetary obligations of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in Tenant hereunder will be prorated effective as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from of the date of casualty or taking Tenant may terminate this Lease by Tenant's delivery of any such termination notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- In case during If the Term all Leased Premises or any substantial other part of the Premises, the Building or the Lot Property are damaged materially by fire or other casualty casualty, the damage shall be repaired by and at the expense of Landlord, unless this Lease is terminated as herein after provided. Until such repairs are completed, the Base Rent shall be abated in proportion to the part of the Leased Premises which is unusable by Tenant in the conduct of its business and for the length of time that such condition persists; provided however, there shall be no abatement of Base Rent (a) if the Leased Premises (or by action any portion thereof) are unusable for a period of public fifteen (15) days or less, (b) if the damage is due to the fault or neglect of Tenant or any subtenant, or any agents, employees, servants, invitees, permittees or licensees thereof; nor shall there be any abatement of Base Rent on account of damage to the Building or any other part of the Property unless such damage includes damage to the Leased Premises or prevents access to the Leased Premises. In the event of fire or other authority in consequence thereofcasualty to the Leased Premises or the Building, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public if said fire or other lawful authoritycasualty results in the total destruction of the Building, this Lease shall automatically terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence as of the event giving rise to the election to terminate which notice shall specify the effective date of terminationsaid destruction. If the Leased Premises are damaged and made untenantable by fire or other casualty, or and if a registered architect selected by Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate should certify that repair and rehabilitation of the time needed Leased Premises cannot be accomplished by using standard working methods, procedures and materials so as to put make the Leased Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed tenantable within six one hundred twenty (6120) months days from the date of casualty or taking Tenant may rehabilitation is started, either party shall have the right to terminate this Lease by giving to the other party notice given to Landlord of such election within 30 fifteen (15) days after receipt of Landlordthe architect's noticecertificate of decision. If the common areas and facilities, which if any, within the Building are damaged by fire or other casualty, and if a registered architect selected by Landlord should certify that repair and rehabilitation of such common areas and facilities cannot be accomplished by using standard working methods, procedures and materials so as to restore such common areas and facilities within one hundred twenty (120) days from the date rehabilitation is started, Landlord shall have the right to terminate this Lease by giving to Tenant notice of such election within fifteen (15) days after receipt of the architect's certificate of decision. If any material portion of the Building is damaged by fire or other casualty, and if the casualty results from an uninsured risk under standard broad form of fire and extended coverage insurance policies then Landlord may, by written notice to Tenant within sixty (60) days of such damage, elect to terminate this Lease. In any case of termination of this Lease, all rent and other charges shall specify be apportioned on a per diem basis and be paid to the effective date of termination. The effective date of termination specified either by Landlord or Tenant Nothing herein shall be not less than 15 nor more than 30 days after the date construed as a limitation of notice of such termination. If in Tenant's liability for any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant damage to the foregoing provisions of this Section 7.1) to restore the Leased Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition Building, or to any other part of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or Property, should such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termliability otherwise exist.

Casualty. and Taking ------------------- In case (a) If any of the Purchased Assets is damaged or destroyed during the Term all Interim Period, then: (i) as promptly as practicable after such damage or any substantial part of the Premisesdestruction occurs, the Building aggregate cost of restoring such damaged or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given destroyed Purchased Assets to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better their condition than existed immediately prior to such firedamage or destruction (the “Restored Condition”) shall, other casualty subject to Section 6.9(d), be determined by a qualified engineering firm reasonably acceptable to Buyer and Seller (the “Qualified Engineering Firm”) (such aggregate cost with respect to all such Purchased Assets, the “Full Restoration Cost”); (ii) Seller shall (unless the Buyer shall have elected its termination right set forth in Section 6.9(b)), as promptly as practicable after such damage or taking. In case of a taking of part destruction occurs and through the end of the PremisesInterim Period, undertake at its sole cost and expense to replace, repair, rebuild or restore such Purchased Assets to the Restored Condition, it being understood that the obligation of Seller to proceed with such replacement, repair, rebuilding or restoration may, after consultation with and agreement from the Buyer, continue beyond the Closing if Seller elects (the “Repair Election”) to continue with such replacement, repair, rebuilding or restoration after Closing, in which event, Seller shall repair, rebuild or restore such Purchased Assets to the Restored Condition (i) at its sole cost and expense, (ii) in accordance with good utility practices and Permits applicable to it, Buyer or Newington Energy, and in accordance, in all material respects, with all Laws, (iii) as promptly as reasonably practicable (taking into account good utility practices), and (iv) in consultation with Buyer or Newington Energy; (iii) unless the Seller shall have made the Repair Election, the Purchase Price shall be reduced by an amount equal to the remaining aggregate cost, as of Closing, to complete the replacement, repair, rebuilding or restoration of such damaged or destroyed Purchased Assets to the Restored Condition, as estimated by the Qualified Engineering Firm (the “Closing Restoration Cost”), which Closing Restoration Cost shall be reduced by the amount of any related insurance proceeds paid to and, after the Closing, retained by Newington Energy (the “Casualty Insurance Proceeds”); provided that if the Parties are unable to obtain an estimate of the Closing Restoration Cost from the Qualified Engineering Firm prior to the Closing Date, then the Parties shall reasonably agree in good faith with respect to such Closing Restoration Cost and, within 10 Business Days of the determination by the Qualified Engineering Firm following Closing of the Closing Restoration Cost, the Parties shall reimburse each other for any overpayment or underpayment, as applicable, as of Closing of the Closing Restoration Cost, based on the Qualified Engineering Firm’s determination thereof; (iv) such casualty loss shall not otherwise affect the Closing; (v) if any such damaged or destroyed Purchased Assets have not been restored to the Restored Condition prior to Closing, then, for up to eight full weeks immediately following the Closing, Seller shall pay to Buyer an amount equal to the greater of (A) the Weekly BI Proceeds for such week, or (B) a weekly amount equal to (I) $500,000, if the remainder Project is insufficient unable to produce electricity because of such damage or destruction or (II) $250,000 if only one combustion turbine is able to produce electricity because of such damage or destruction; provided, that in all cases, amounts paid pursuant to this Section 6.9(a)(v) shall be pro-rated for use partial weeks; (vi) for Tenant's purposespurposes of clause (v) above, “Weekly BI Proceeds” means the amount of any business interruption insurance proceeds paid to and Landlord receives written notice thereof signed retained by Tenant, or in Seller with respect to any period following the case of casualty or taking if Closing and with respect to any Purchased Assets that have not been restored to the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately Restoration Condition prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.Closing; and

Casualty. and Taking ------------------- In case during the Term all event of a fire or any substantial part of other casualty in the Leased Premises, Tenant shall immediately give notice thereof to Landlord. If the Building or the Lot are damaged materially Leased Premises shall be partially destroyed by fire or other casualty so as to render the Leased Premises untenantable in whole or by action in part, the rental provided for herein shall abatx xxxreafter as to the portion of public or other authority in consequence thereofthe Leased Premises rendered untenantable until such time as the Leased Premises are made tenantable and Landlord agrees to commence and prosecute such repair work promptly and with all due diligence. Notwithstanding the foregoing, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may event such destruction results in the Leased Premises being untenantable in whole or in substantial part for a period reasonably estimated by a responsible contractor selected by Landlord to be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days one year or longer after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenantcasualty, or in the case event of casualty total or taking if substantial damage or destruction of the Building from any cause (which shall mean any damage of greater than fifty (50%) of the insurable value of the Building and/or any damage which requires more than one year to repair), then Landlord shall have the right to terminate this Lease and all rent owed up to the time needed of such destruction or termination shall be paid by Tenant (it being understood that Tenant shall pay rent on all tenantable space until termination of this Lease). Landlord shall give Tenant written notice of its decisions, estimates or elections under this Section 5.6 within sixty (60) days after any such damage or destruction. In the event of destruction to do the construction work necessary to put Leased Premises resulting in the Premises same being untenantable in whole or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is substantial part for a period reasonably estimated by the a responsible contractor selected by Landlord to exceed six months, be one year or if Landlord's restoration work is not actually completed within six (6) months from longer after the date of the casualty or taking and Landlord has not terminated this Lease as herein provided, then Tenant may shall have the right, within thirty (30) days after Landlord delivers the estimate to Tenant of time to restore, to terminate this Lease by written notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If Notwithstanding anything contained in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminatedthis Section 5.6, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) be obligated to restore or rebuild only the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition portion of the Leased Premises immediately prior to the casualty or taking which consists of building standard improvements, and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury nothing herein shall be abated from the date of casualty construed to obligate Landlord under any circumstances to repair or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termrestore any other tenant finish work.

Casualty. and Taking ------------------- In case A. If, at any time during the Term all Term, the whole or any substantial part of the Premises or access thereto is damaged by fire or other casualty, the Commission and/or the Tenant shall have the right to terminate this Lease, by giving written notice thereof to the other party hereto within thirty (30) days after the date of such fire or casualty. If either party gives such notice, the lease shall terminate, effective fifteen (15) days after the mailing of such notice. B. Upon termination, Tenant shall have no further obligation to pay any base Rent or Additional Rent under this Lease which accrue after the date of such termination. In no event, however, shall such termination be deemed to modify or limit Tenant’s obligations and agreements pursuant to Article 9 hereof. C. If the Premises or any part thereof or all reasonable access thereto are damaged by fire or other casualty, and such damage, in the Commission’s sole discretion, materially interferes with Tenant’s use of the Premises as contemplated by this Lease, and this Lease is not terminated in accordance with Section 10.1 A., then: (1) The Tenant shall repair any and all casualty damage to its property and to any and all of the Tenant’ s Improvements and fixtures located on the Premises, and shall return such property and fixtures to the Building condition existing immediately prior to said casualty. All such repairs shall comply with the TAA process. The Tenant shall use its best efforts to cause repairs and restoration to be made within a reasonable period of time after such casualty occurs, but in the event that any portion of the Premises remain untenantable after three (3) months of the date of the casualty, the Commission shall have the option to terminate this Lease upon thirty (30) days prior written notice. In the event the Tenant completes all repairs and restoration within the thirty (30) day notice period, this Lease will not terminate. (2) The Commission shall use reasonable diligence to restore the Premises to substantially the same condition as existed immediately prior to such fire or other casualty within a reasonable time, subject to any delays beyond the Lot are Commission’s control; provided, however, that the Commission shall have no obligation to expend for such repairs and restoration any amount in excess of any net insurance proceeds received; that the Commission’s obligation to repair and restore shall not include those repairs required of the Tenant pursuant to Section 10.1 C. (1). (3) A just proportion of the Base Rent and Additional Rent as determined by the Commission shall xxxxx proportionately for the period in which, by reason of such damage, there is such interference with the Tenant’s use of the Premises. D. In the event the Premises shall be damaged materially by fire or other casualty resulting from the act of neglect of Tenant, its agents, contractors, employees or by action of public or other authority in consequence thereofinvitees, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, and this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may not be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated terminated by the Landlord to exceed six monthsCommission as a result of such damage, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify not be released from any of its obligations hereunder including without limitation its duty to pay the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation Base Rent and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, Additional Rent without abatement or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termreduction.

Casualty. Risk of loss up to and Taking ------------------- including the Closing Date shall be borne by Seller. In case during the Term all event of any immaterial damage or destruction to the Property or any substantial part portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing Seller’s rights under insurance proceeds to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds), and assume responsibility for such repair, and Purchaser will receive a credit at Closing against the Purchase Price for any deductible amount under said insurance policies. For purposes of this Agreement, the term “immaterial damage or destruction” means such instances of damage or destruction of the Premises, the Building subject Property: (i) which can be repaired or the Lot are damaged materially by fire restored at a cost equal to or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, less than Three Hundred Thousand and No/100 Dollars ($300,000.00); (ii) which may can be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant restored and repaired within 60 one hundred eighty (180) days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty such damage or taking Tenant may destruction; and (iii) which are not so extensive as to allow either of the tenants under the Leases to terminate such tenant’s respective Lease or xxxxx or reduce rent payable thereunder (unless business loss or rent loss insurance shall be available in the full amount of such abatement or reduction, subject to applicable deductibles) on account of such damage or destruction. In the event of any material damage or destruction to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within the earlier of twenty (20) days after Purchaser is notified by Seller of such damage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Lease by notice given Agreement, whereupon Escrow Agent shall immediately return the Xxxxxxx Money to Landlord within 30 days after receipt Purchaser, or (ii) proceed to close under this Agreement, receive (and Seller will assign to Purchaser at the Closing the rights of Landlord's notice, which notice by Tenant shall specify Seller under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the effective date of termination. The effective date of termination specified either by Landlord period on or Tenant shall be not less than 15 nor more than 30 days after the date of notice Closing Date) due Seller as a result of such termination. If in damage or destruction (less any case the Premises are rendered unfit amounts reasonably expended for use restoration or collection of proceeds) and occupation assume responsibility for such repair, and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding Purchaser will receive a credit at Closing for any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.deductible amount under said

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Building, the Leased Premises, the Building or the Lot are damaged materially Common Areas by fire or other casualty or by action of public or other authority in consequence thereofcasualty, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityagrees promptly to restore and repair same; provided, this Lease shall terminate at however, Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise ’s obligation hereunder with respect to the election to terminate which notice Leased Premises shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice include Tenant’s Property. Rent shall contain Landlord's nonbinding estimate of proportionately xxxxx during the time needed to put that the Leased Premises or part thereof are unusable because of any such remainder in as good or better condition than existed immediately prior to such fire, other casualty or takingdamage. In case of a taking of part of Notwithstanding the Premisesforegoing, if the remainder Landlord determines that Building or the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date (or, within ninety (90) days from the casualty date, if the damage or destruction occurs during the final twelve (12) months of the Lease Term); or (b) destroyed by a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient for use for Tenant's purposesto rebuild the Building and the Leased Premises, and then Landlord receives shall give written notice thereof signed by Tenant, to Tenant of such determination (the “Casualty Notice”) within sixty (60) days of such casualty. Either Landlord or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by giving written notice given (the “Termination Notice”) to Landlord the other party within 30 thirty (30) days after Tenant’s receipt of Landlord's noticethe Casualty Notice. In the event this Lease is terminated pursuant to the preceding sentence, which notice by Tenant shall specify the effective date of termination. The effective date of such termination specified either by Landlord or Tenant shall be effective as of the forty-fifth (45th) day following a party’s delivery of the Termination Notice. During any time period of construction following a casualty, Landlord shall use reasonable efforts to provide Tenant with temporary space from which to operate at a rental rate to be agreed upon at that time. If the Lease is not less than 15 nor more than 30 terminated pursuant to the provisions above and Landlord fails to substantially complete the restoration and repair of the Leased Premises within three hundred sixty-five (365) days after the date of notice of the casualty (as such termination. If period may be extended due to force majeure, as defined in Section 16.03 below, and any case delay caused by Tenant’s acts or omissions), then Tenant shall have the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may right to terminate this Lease pursuant upon written notice to the foregoing provisions of this Section 7.1) to restore the PremisesLandlord, or in case of taking what may remain thereof (excluding any items installed or paid for so long as Tenant’s written notice is received by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately Landlord prior to the casualty or taking Landlord’s substantial completion of such restoration and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termrepair.

Casualty. Risk of loss up to and Taking ------------------- including the Closing Date shall be borne by Contributor. In case during the Term all event of any immaterial damage or destruction to the Property or any substantial part portion thereof, Contributor and GIPLP shall proceed to close under this Agreement, and GIPLP will receive (and Contributor will assign to GIPLP at the Closing Contributor’s rights under insurance policies to receive) any insurance proceeds due Contributor as a result of the Premisessuch damage or destruction and assume responsibility for such repair, and GIPLP shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the Building term “immaterial damage or the Lot are damaged materially by fire destruction” shall mean such instances of damage or other casualty destruction: (i) which can be repaired or by action restored at a cost of public Fifty Thousand and No/100 Dollars ($50,000.00) or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, less; (ii) which may can be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant restored and repaired within 60 sixty (60) days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty such damage or taking Tenant may destruction; and (iii) in which Contributor’s rights under its insurance policy covering the Property are assignable to GIPLP and will continue pending restoration and repair of the damage or destruction. In the event of any material damage or destruction to the Property or any portion thereof, GIPLP may, at its option, by notice to Contributor given within the earlier of twenty (20) days after GIPLP is notified by Contributor of such damage or destruction, or the Closing Date, but in no event less than ten (10) days after GIPLP is notified by Contributor of such damage or destruction (and if necessary the Closing Date shall be extended to give GIPLP the full 10-day period to make such election): (i) terminate this Lease by notice given Agreement, whereupon Escrow Agent shall immediately return the Xxxxxxx Money to Landlord within 30 days after receipt of Landlord's noticeGIPLP, which notice by Tenant shall specify or (ii) proceed to close under this Agreement, receive (and Contributor will assign to GIPLP at the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice Closing Contributor’s rights under insurance policies to receive) any insurance proceeds due Contributor as a result of such termination. If in damage or destruction (less any case the Premises are rendered unfit amounts reasonably expended for use restoration or collection of proceeds) and occupation assume responsibility for such repair, and the Lease is not so terminated, Landlord GIPLP shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid receive a credit at Closing for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.any

Casualty. If, prior to the Closing Date, the Real Property and Taking ------------------- In case during the Term all improvements thereon shall be destroyed or any substantial part damaged in an amount in excess of the PremisesMaterial Damage Amount (as hereinbelow defined), the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of terminationcasualty, or if Landlord the premises of any tenant are damaged as a result of fire or other casualty to such extent that the operations of such tenant are materially impaired, Purchaser shall have the option (to be exercised in the manner hereinafter provided) to terminate this Agreement, in which event all documents shall be returned to the respective parties, and the Deposit shall be promptly returned to Purchaser, and thereupon, this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except for any provisions of this Agreement that expressly survive the termination of this Agreement in accordance with the terms of this Agreement. Seller agrees to give Purchaser notice of any fire or other casualty within seventy-two (72) hours after any such event, and Purchaser may exercise such option by delivering written notice to Seller within ten (10) days following the receipt of such notice. In the event of (a) fire or other casualty causing damage in an amount less than the Material Damage Amount, or (b) more than the Material Damage Amount or materially impairing the operation of a tenant's or more than one tenant's premises, but with respect to which Purchaser does not elect to so terminateterminate this Agreement as aforesaid, which notice then Purchaser shall contain Landlordhave the right after the Preliminary Approval Date and prior to the Closing Date, to control the adjustment and settlement of any insurance claim relating to said damage, and upon the Closing Date Seller shall assign to Purchaser the interest of Seller in and to any insurance proceeds with respect to said damage. In such event, Seller will also credit against the Purchase Price the amount of any deductible on Seller's nonbinding estimate casualty and insurance policies covering said damage. For the purposes hereof, the term "Material Damage Amount" shall mean damage reasonably determined by Purchaser to be in excess of $500,000.00. In the event the parties hereto are unable to agree upon the dollar amount of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed aforesaid damages within six ten (610) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice such fire, vandalism or other casualty, then the determination of such terminationsaid amount by Seller's property manager, Insignia Financial Group, shall be binding upon the parties hereto. If in any case the Premises are rendered unfit for use and occupation and the Lease Closing Date is not so terminated, Landlord shall use due diligence less than twenty (20) days following the expiration of all periods in last day on which either party may Purchaser is entitled to elect to terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the PremisesAgreement, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury then closing shall be abated from the date of casualty or taking delayed until the Premises or Purchaser makes such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termelection.

Casualty. and Taking ------------------- In case the event that the Building should be totally -------- destroyed by fire, tornado or other casualty, or should be so damaged that rebuilding or repairs cannot be completed in Landlord's reasonable estimation within one hundred eighty (180) days after the date of such damage, Landlord may, at its option, terminate this Lease in which event the rent shall be abated during the Term unexpired portion of this Lease effective with the date of such damage, or Landlord may proceed to rebuild the Building and the Premises. In the event the Building should be damaged by fire, tornado or other casualty, but only to such extent that rebuilding or repairs in Landlord's reasonable estimation can be completed within one hundred eighty (I 80) days after the date of such damage, or if the damage cannot be repaired within such time frame but Landlord elects not to terminate this Lease, in such event, Landlord shall, promptly following receipt of all applicable permits and insurance proceeds, but in no event more than ninety (90) days after the date of such damage commence to rebuild or repair the Building and shall proceed with reasonable diligence to restore the Building to substantially the same condition in which it was immediately prior to the happening of the casualty, except that Landlord shall not be required to rebuild, repair or replace any substantial part of the Premisespartitions, fixtures and other improvements which may have been placed by Tenant or other tenants within the Building. If the Premises are damaged and in Landlord's reasonable estimation the repairs cannot be completed within two hundred ten (210) days after the date of such damage, then if Landlord has not otherwise terminated the Lease Tenant may elect to terminate this Lease within ninety (90) days of the date of such damage. In the event any mortgagee under a deed of trust, security agreement or mortgage on the Building or should require that the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofinsurance proceeds be used to retire the mortgage debt, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityshall have no obligation to rebuild and if Landlord so elects, this Lease shall terminate at Landlord's electionupon notice to Tenant. Unless otherwise provided in this Lease, provided Landlord terminates all other leases in the Building, any insurance which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be not less than 15 nor more than 30 days after for the date sole benefit of notice of the party carrying such terminationinsurance and under its sole control. If in any case the Tenant's Premises are rendered unfit for use untenantable and occupation Landlord does not complete the repair thereof within the time periods estimated by Landlord, subject to extension thereof by Force Majeure, and the Lease such failure to complete is not so terminateda result of Tenant Delay, Landlord shall use due diligence (following the expiration of all periods in which either party then Tenant may elect to terminate this Lease pursuant upon thirty (30) days prior written notice to Landlord, if during such thirty (30) day period the foregoing provisions repairs are not completed by Landlord. If Tenant does not so elect to terminate and Landlord elects to rebuild the Building or portions thereof, so long as Tenant provides Landlord with the plans and if specifications necessary for the re-construction of this Section 7.1) to restore its leasehold improvements and the Premises, insurance proceeds or in case other source of taking what may remain thereof (excluding any items installed or paid for funds provided by Tenant which Tenant may be required are collectively sufficient in amount to remove pursuant cover such administrative, hard and soft construction, and such other costs incurred by Landlord, Landlord agrees to Section 3.1 or 3.3), to the condition re- construct Tenant's damaged leasehold improvements for and on behalf of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermTenant.

Casualty. and Taking ------------------- In case during If, prior to the Term Closing Date, all or any substantial part portion of the Premises, the Building Real Property and Improvements is destroyed or the Lot are damaged materially by fire or other casualty, Contributor shall repair any damage or destruction to the Real Property and retain all insurance proceeds related thereto, and the Parties shall proceed to the Closing pursuant to the terms hereof and subject to the conditions for Closing set forth in this Agreement, without abatement of the Consideration. Notwithstanding the foregoing, if the casualty causes damage, the cost of which to repair shall equal or exceed Twenty-Five Million Dollars ($25,000,000) (a “Major Casualty”), the Partnership may elect to either: (a) terminate this Agreement by action written notice to Contributor, in which case Contributor shall promptly (and in any event within five (5) Business Days following its receipt of public a termination notice) return the Deposit L/C(s) and, if still held in the Deposit Escrow Account, the Initial Cash Deposit or other authority in consequence thereofCash Deposit to the Partnership, or are taken by eminent domain or Landlord receives compensable damage by reason and the Parties shall be relieved of anything lawfully done on pursuance all obligations hereunder, except with respect to the Termination Surviving Obligations; or (b) consummate the Closing no more than thirty (30) days following the date of public or other lawful authority, this Lease shall terminate at Landlord's the Partnership’s election, provided Landlord terminates all other leases in which case (x) the Consideration payable by the Partnership shall be reduced by the sum of (A) any amount remaining to be spent on the Redevelopment as set forth in the BuildingConstruction Budget and (B) the amount of any uninsured amount or insurance deductible that is actually deducted from the proceeds made available to the Partnership and by the amount of any insurance proceeds received by Contributor, net of (1) the costs (including reasonable attorneys’ fees) incurred by Contributor in connection with the settlement of any insurance claim with respect to such casualty, (2) the proceeds of any rental loss, business interruption or similar insurance that are allocable to the period prior to the Closing Date and (3) the reasonable out-of-pocket costs incurred by Contributor in stabilizing and/or restoring the Property following such casualty, and (y) Contributor will assign at Closing to the Partnership Contributor’s right, title and interest in and to the unpaid insurance proceeds, less, to the extent the same had not yet been paid to Contributor as of the Closing and included in the credit against the Consideration, the amounts described in (1), (2) and (3) above in this sentence (which may be made notwithstanding Landlord's entire interest may be divestedshall remain the property of Contributor). The Parties shall cooperate and use commercially reasonable efforts to effectuate the transition of the Redevelopment from Contributor to PREIT Newco. For the avoidance of doubt, by notice given if the Partnership fails to Tenant elect in writing one of the two options specified in the foregoing clauses (a) and (b) within 60 thirty (30) days after Contributor delivers written notice to the Partnership describing in reasonable detail the occurrence of a Major Casualty, the event giving rise Partnership shall be deemed to have elected the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or option in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six foregoing clause (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3a), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially Leased Premises by fire or other casualty casualty, Landlord agrees to promptly restore and repair the Building or by action of public or other authority in consequence thereofLeased Premises; provided, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityhowever, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in obligation hereunder shall be limited to the reconstruction of the Building, which may Leased Premises, the Tenant Finish Improvements as were originally required to be made notwithstanding by Landlord and the Tenant Improvements as set forth in this Lease. Landlord shall give Tenant written notice within thirty (30) days of the casualty of Landlord's entire interest may be divested, by notice given estimated date to Tenant within 60 days after the occurrence of complete such restoration and repair. In the event giving rise to the election to terminate which that such notice shall specify the effective discloses that such date of terminationcompletion is more than one hundred eighty (180) days from the casualty date, Landlord and Tenant shall endeavor in good faith to agree upon a schedule for the completion of such repair or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate rebuilding. If no such agreement is reached within thirty (30) days of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written receipt of notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from estimating the date of casualty or taking completion, Tenant may terminate this Lease Lease, effective upon the date of casualty, by delivery of written notice given thereof to Landlord within 30 fifteen (15) days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in the thirty (30) day negotiating period identified above. Rent shall proportionately axxxx during the time that the Leased Premises or part thereof are unusable because of any such damage until substantial completion of the restoration. Notwithstanding the foregoing, if the Leased Premises are destroyed by a casualty which either party may is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building, then Landlord may, upon thirty (30) days' written notice delivered to Tenant within thirty (30) days of the casualty, terminate this Lease pursuant with respect to matters thereafter accruing. All restoration shall comply with all construction requirements imposed hereby on the foregoing provisions original construction of this Section 7.1) to restore the Building, Leased Premises, the original Tenant Finish Improvements or in case of taking what may remain thereof (excluding any items installed or paid for by the Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermImprovements.

Casualty. and Taking ------------------- In case If the Property or the Building is damaged by --------- fire, explosion, the elements or other causality during the Lease Term all so as to render the property untenantable or any substantial part unfit for the normal operation of Tenant's business and if the Premises, Property cannot be repaired within 180 days from the Building or the Lot are damaged materially by fire or other casualty or by action date of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of such casualty, then the Lease Term will, at the option of Landlord or Tenant by written notice to the other within 30 days from the date of such casualty, cease and become null and void from the date of such damage, and Tenant will immediately surrender the Property and all Tenant's interests therein to Landlord and will pay rent only through the time of such casualty, in which event, Landlord may reenter and repossess the Property thus discharged from this lease and may remove all parties therefrom. Should the Property be rendered untenantable or unfit for the normal operation of Tenant's business, but be repairable within 180 days from the date of the occurrence of said damage, then Tenant will enter and repair the same with reasonable speed and the rent will not accrue after said casualty or while repairs are being made, but will recommence immediately once the said repairs are substantially completed. If the Property is so lightly injured as not to be rendered untenantable and unfit for the normal operation of Tenant's business, Tenant agrees to repair the same with reasonable promptness and in that case the rent accrued and accruing will not cease or terminate. In the event giving rise of partial damage to the election to terminate which notice shall specify the effective date of terminationProperty, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate such that portion of the time needed to put Property remains tenantable and usable in the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case normal operation of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesbusiness, and the rent will xxxxx proportionately until repairs are substantially completed. Tenant will immediately notify Landlord receives written notice thereof signed by Tenant, or in the case of fire or other damage to the Property. Anything herein to the contrary, Tenant will not be liable for the cost of any repairs in excess of the available casualty or taking if insurance proceeds, plus the time needed to do amount of any deductible, provided that Tenant has fully insured the construction work necessary to put the Premises or such remainder in Property as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated required by the Landlord terms of this Lease. If the amount of the insurance proceeds exceeds the cost of repairs, then any excess will belong to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of terminationTenant. The effective date of termination specified either by If Landlord or Tenant shall elect to terminate the Lease as provided herein, Landlord will be not less than 15 nor more than 30 days after entitled to receive all of the date of notice insurance proceeds. Landlord will make all insurance proceeds payable with respect to the occurrence of such termination. If in any case casualty available to Tenant for the Premises are rendered unfit for use purpose of paying the costs (when and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1as incurred by Tenant) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking reconstruction and a just proportion repair of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermProperty.

Casualty. a) If the Premises are damaged by fire or other casualty, Tenant shall promptly notify Landlord and Taking ------------------- In case during Landlord shall repair the Term all or any substantial part damaged portions of the Premises, including, without limitation, the Base Building and Site Work and the Tenant Work, but excluding Tenant's furniture, fixtures, equipment and other property therein and any improvements or alterations made to the Lot are damaged materially Premises by fire or Tenant after the Commencement Date (other casualty or by action than the completion of public or other authority the Tenant Work), provided that if, in consequence thereofLandlord's reasonable judgment, the damage would require more than 270 days of work to repair, or are taken by eminent domain or if the insurance proceeds (excluding rent insurance) which Landlord receives compensable damage by reason anticipates receiving (if such amount is in excess of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in $500,000) must be applied to repay any mortgages encumbering the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Landlord shall so notify Tenant in writing within 60 days after following the occurrence of the event giving rise to the election to terminate fire or other casualty, in which notice shall specify the effective date of terminationevent, either Landlord or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's noticeso notifying the other party, which notice by Tenant shall specify the effective a termination date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such terminationits transmission. If Landlord is so required to repair, the work shall be commenced promptly and completed with due diligence, taking into account the time required for Landlord to procure said insurance proceeds, and construction delays due to shortages of labor or material or other causes beyond Landlord's reasonable control, provided, however, in the event Landlord fails to complete such restoration within such 270 day period for any case the Premises are rendered unfit for use and occupation and the Lease is not so terminatedreason (including those beyond Landlord's reasonable control), Landlord shall use due diligence (following the expiration of all periods in which either party Tenant may terminate this Lease pursuant upon fifteen (15) days prior written notice to Landlord given before the foregoing provisions restoration is substantially completed and provided Landlord does not complete such restoration during such period. b) During the period when Tenant shall be deprived of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition possession of the Premises immediately prior by reason of such damage, Tenant's obligation to pay Base Rent under Section 5 and Operating Expenses under Section 6 shall xxxxx in the casualty or taking and a just proportion of which the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the damaged area of the Premises, a just proportion Premises bears to the entire Premises until such time as Landlord substantially competes the restoration of the fixed rent Premises as provided above and additional rent shall be abated for Tenant is legally permitted to use and occupy the remainder of the TermPremises.

Casualty. and Taking ------------------- In case during With respect to any loss or damage to the Term all Amphitheater or to any substantial part other Improvements on the Property as a result of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action casualty, and: (i) such loss occurs during the last ten (10) years of public or other authority in consequence thereofthe Initial Term, or are taken by eminent domain occurs after Tenant has exercised its Renewal Option, but during the last ten (10) years of the Renewal Term: (a) if such loss is a Substantial Loss (hereinafter defined), whether or not such loss is an Insured Loss, Tenant shall have the right to terminate the Lease; (b) if such loss is not a Substantial Loss and is an Insured Loss (hereinafter defined), Tenant shall be obligated to rebuild or repair the Improvements; (c) if such loss is neither a Substantial Loss nor an Insured Loss, and the cost to rebuild or repair the damaged Improvements will be equal to or greater than the Repair Amount (hereinafter defined), Tenant shall have the right to terminate the Lease; (d) if such loss is neither a Substantial Loss nor an Insured Loss, and the cost to rebuild or repair the damaged Improvements will be less than the Repair Amount, Tenant shall be obligated to rebuild or repair the Improvements; (ii) such loss occurs prior to the last ten (10) years of the Initial Term, or occurs after Tenant has exercised its Renewal Option, but prior to the last ten (10) years of the Renewal Term: (a) if such loss is an Insured Loss, whether or nor such loss is a Substantial Loss, Tenant shall be obligated to rebuild or repair the Improvements; (b) if such loss is not an Insured Loss, and the cost to rebuild or repair the damaged Improvements will be less than the Repair Amount, Tenant shall be obligated to rebuild or repair the Improvements; (c) if such loss is not an Insured Loss, and the cost to rebuild or repair the damaged Improvements will be equal to or greater than the Repair Amount, Tenant may, but shall not be obligated to, rebuild or repair the Improvements, and, if Tenant elects not to rebuild or repair the Improvements, Tenant shall continue to be obligated to pay the Minimum Rent and Additional Rent; if, after five (5) years following the loss, the Improvements have not been rebuilt or repaired, Landlord receives compensable damage by reason shall have the right to notify Tenant of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election intention to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesLease, and Landlord receives written notice thereof signed by Tenant, or in the case Tenant shall have a period of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from to elect to rebuild or repair the date of casualty Improvements, and, if Tenant commences such rebuilding or taking Tenant may terminate this Lease by notice given to Landlord repairs within 30 days after receipt of Landlord's noticesaid six (6) month period, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is shall not so be terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- In case during (a) If prior to the Term all or any substantial part of the PremisesClosing, the Building Property is damaged or the Lot are damaged materially destroyed by fire or other casualty or by action casualty, the Contributor’s Representative shall promptly, but in any event within five (5) Business Days and prior to the Closing, notify the Partnership of public or other authority in consequence thereofthe same (the “Casualty Notice”). If the cost of restoring the damage to the Property is less than One Hundred Thousand Dollars ($100,000.00), or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease the Partnership shall terminate at Landlord's election, provided Landlord terminates all other leases in be obligated to acquire the Building, which may be made Interests notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to damage or destruction and upon the election to terminate which notice Closing, the Partnership shall specify receive a credit against the effective date Agreed Contribution Value in the amount (net of termination, collection costs and costs of repair reasonably incurred by the Contributor and not then reimbursed) of any insurance proceeds collected and retained by the Contributor or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate the Contributed Entity as a result of the time needed to put the Premises any such damage or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or destruction plus (in the case of casualty damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributor shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Closing. (b) If the cost of restoring the damage to the Property is One Hundred Thousand Dollars ($100,000.00) or taking more, the Partnership may elect within fifteen (15) Business Days of its receipt of the Casualty Notice, together with the documented estimated costs of restoring the damage, and the Closing Date shall, if necessary, be extended to give the Partnership the benefit of the entire fifteen (15) Business Day period, either (x) to terminate this Agreement by notifying the Contributor in writing whereupon the Xxxxxxx Money Deposit shall be returned to the Partnership, and thereafter the Contributor and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement, or (y) to consummate the transactions contemplated hereby, notwithstanding the occurrence of the damage or destruction and upon the Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributor and not then reimbursed) of any insurance proceeds collected and retained by the Contributor or the Contributed Entity as a result of any such damage or destruction or otherwise denied to the Partnership by the insurance provider plus (in the case of damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributor shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Closing. Failure of the Partnership to give such notice within the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated prescribed above shall be deemed an election by the Landlord Partnership to exceed six months, or if Landlord's restoration work is not actually completed within six proceed in accordance with clause (6x) months from above. (c) The risk of loss to the date Property shall pass to the Partnership upon the Closing. (d) In the event of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify a disagreement between the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation Contributor’s Representative and the Lease is not so terminatedPartnership as to whether a casualty satisfies a threshold set forth in this Section 2.4, Landlord shall use due diligence (following the expiration determination of all periods in which either party may terminate this Lease the independent insurance adjuster pursuant to the foregoing provisions of this Section 7.1) to restore applicable Person’s casualty insurance policy covering the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury Property shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termbinding.

Casualty. and Taking ------------------- (a) In case during the Term all or any substantial part event that, as a result of a casualty insured against by the Port Authority under the New York standard form of fire insurance policy carried by it on the premises, the premises are damaged without the fault of the PremisesLessee, the Building or the Lot are damaged materially by fire its officers, members, employees, customers, guests, invitees or other casualty persons who are doing business with the Lessee or by action of public who are on the premises with the Lessee's consent, so as to render the premises untenantable in whole or other authority in consequence thereofpart, then (1) if the Port Authority finds that the necessary repairs or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may rebuilding can be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant completed within 60 ninety (90) days after the occurrence of the event giving rise damage, the Port Authority shall repair or rebuild with due diligence, and the rental hereunder shall be abated, as hereinafter provided in the Section of this Agreement entitled "Abatement of Rental", only for the period from the occurrence of the damage to the election completion of the repairs or rebuilding, whether or not the work of repair or rebuilding is actually completed within the said ninety (90) days; or (2) if the Port Authority finds that such repairs or rebuilding cannot be completed within ninety (90) days after the occurrence of the damage, or if the Port Authority concludes that other than the premises also require rebuilding, then the Port Authority shall have options: (i) to proceed with due diligence to repair or to rebuild the premises as necessary; or (ii) to terminate which notice the letting as to the damaged portion of the premises only, and the rental hereunder shall specify be abated as provided in the Section of this Agreement entitled "Abatement of Rental", from and after the occurrence of the damage, or (iii) to terminate the lettering as to the entire premises; and in the case of (i) and (iii), the rental hereunder shall be abated, as provided in the Section of this Agreement entitled "Abatement of Rental", either, as the case may require, for the period from the occurrence of the damage to the completion of repairs and rebuilding of the premises or for the period from the occurrence of the damage to the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate . (b) The parties do hereby stipulate that neither the provisions of Section 227 of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part Real Property Law of the Premises, if State of New York nor those of any other similar statute shall extend or apply to this Agreement. (c) The Lessee shall give the remainder is insufficient for use for Tenant's purposes, and Landlord receives written Port Authority immediate notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what any fire, accident or casualty in the premises or elsewhere in the Facility if the occurrence elsewhere in the Facility is known to and involves the Lessee, its officers, members, employees, agents, representatives, contractors, or is known to any of them and involves customers, guests or invitees of the Lessee. (d) In the event of a partial or total destruction of the premises, the Lessee shall immediately remove any and all of its property and all debris from the premises or the portion thereto destroyed and if the Lessee does not promptly so remove, the Port Authority may remain thereof (excluding any items installed remove the Lessee's property to a public warehouse for deposit or paid for by Tenant retain the same in its own possession and sell the same at public auction, the proceeds of which Tenant may shall be required to remove pursuant to Section 3.1 or 3.3), applied first to the condition expenses of removal, storage and sale, second to any sums owed by the Premises immediately prior Lessee to the casualty or taking and a just proportion of the fixed rent and additional rent according Port Authority, with any balance remaining to be paid to the nature Lessee; if the expenses of such removal, storage and extent sale shall exceed the proceeds of sale, the injury Lessee shall be abated from pay such excess to the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermPort Authority upon demand.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above, if any, and the Leased Premises as otherwise existed prior thereto. Rent shall proportionately xxxxx during the time that the conduct of Tenant’s business in the Leased Premises for the Permitted Use is not reasonably possible and a reasonable period of time (which in no event shall exceed 14 days) thereafter to allow Tenant to restore, replace and move in its alterations, additions, improvements, fixtures, trade fixtures, equipment, furniture and personal property and prepare for reopening. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot reasonably be repaired or rebuilt within one hundred eighty (180) days from the casualty or date; (b) destroyed by action of public or other authority in consequence thereofa casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto, after Landlord makes reasonable efforts, to obtain such release, or are taken by eminent domain insufficient (and for such purpose the amount of any deductibles shall be considered to be released insurance proceeds) to rebuild the Building and the Leased Premises, or Landlord receives compensable (c) if such damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in is substantial and occurs during the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence last twelve (12) of the event giving rise to the election to terminate which notice shall specify the effective date of terminationLease Term; then, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premisesclause (a) casualty, if the remainder is insufficient for use for Tenant's purposeseither Landlord or Tenant may, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if a clause (b) casualty, then Landlord may, or, in the time needed case of a clause (c) casualty, then Tenant may, upon forty five (45) days’ written notice to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fireother party, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by with respect to matters thereafter accruing, such notice to be given to Landlord within 30 no later than thirty (30) days after receipt such casualty. Tenant waives any right under applicable laws inconsistent with the terms of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such terminationthis paragraph. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either neither party may terminate terminates this Lease pursuant to this Article 9 and the foregoing provisions Leased Premises are not rebuilt within 180 days subject to force majeure not to exceed sixty (60) days, anything to the contrary contained in Section 16.03 notwithstanding, and Tenant caused delays then, Tenant has the right to terminate this Lease upon written notice to Landlord, delivered to Landlord within ten (10) days after the expiration of this Section 7.1) to restore such 180 day period (as the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant same may be required to remove pursuant to Section 3.1 or 3.3so extended), to the condition . Landlord shall give Tenant reasonable advance notice of the Premises immediately prior to the casualty or taking completion of any repairs and a just proportion restoration required of the fixed rent it under this Article 9 and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermArticle 10 below.

Casualty. If the Premises or Project, or any portion of either, -------- shall be damaged by fire or other casualty covered by the insurance carried by Landlord hereunder and Taking ------------------- In case the cost of repairing such damage shall not be greater than ten percent (10%) of the then full replacement cost thereof, then, subject to the following provisions of this Article, Landlord shall repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance carried by Landlord hereunder, (b) by fire or other casualty covered by insurance carried by Landlord hereunder and Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, (c) to an extent greater than ten percent (10%) of the then full replacement cost thereof, or (d) during the last twelve (12) months of the Term all or any substantial renewal term hereof, then Landlord shall have the option (i) to repair or reconstruct the portion of the damaged Premises or Project covered by Landlord's insurance, or (ii) to terminate this Lease by so notifying Tenant within sixty (60) days after the date of such fire or other casualty, such termination to be effective as of the date of such fire or other casualty. The Rent required to be paid hereunder shall be abated in proportion to the portion of the Premises, if any, which is rendered untenantable by fire or other casualty hereunder until repairs of the Premises are completed, or if the Premises are not repaired, until the Expiration Date hereunder. Other than such rental abatement, no damages, compensation or claims shall be payable by Landlord for loss of the use of the whole or any part of the Premises, Tenant's personal property, or any inconvenience, loss of business or profit, or annoyance arising from any such repair and reconstruction. If the Building damage results from the fault or the Lot are damaged materially by fire negligence of Tenant, its agents, employees, licensees or invitees, Tenant shall not be entitled to any abatement or reduction of any Rent or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposessums due hereunder, and Landlord receives written notice thereof signed such damage shall be repaired by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if at Landlord's restoration work option by Landlord, at Tenant's expense. If this Lease is not actually completed within six terminated as provided in (6ii) months from above, all Rent shall be apportioned and paid up to the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant not be required to the foregoing provisions of this Section 7.1) to restore the Premisesrepair or replace any furniture, furnishings, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which other personal property that Tenant may be required entitled to remove from the Premises or any property constructed and installed by or for Tenant pursuant to Section 3.1 6.01 hereof or 3.3), to the condition any installations in excess of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermBuilding Standard.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord's obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above, if any. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt to a condition in which Tenant can resume the Permitted Use within the Leased Premises to the extent existing prior to the casualty within one hundred eighty (180) days from the casualty date or such shorter number of days as the Target Agreement may require Tenant to resume business after a casualty (but not fewer that 120 days); provided, with an allowance for an additional twenty (20) days in the event reconstruction or repairs are to occur in the months of January or February; provided further that notwithstanding the Target Agreement, in the event of a casualty, Tenant shall (i) exercise any right it may have in the Target Agreement to extend such resumption period, and (ii) if no such extension right is provided for in the Target Agreement, use commercially reasonable efforts to obtain an extension of time from Target; (b) destroyed by action of public or other authority in consequence thereofa casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are taken by eminent domain insufficient to rebuild the Building and the Leased Premises; or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public (c) destroyed or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise damaged prior to the election Commencement Date such that Landlord will be unable to terminate which notice shall specify Substantially Complete the effective date of terminationWork per the Project Schedule; then, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premisesclause (a) casualty, if the remainder is insufficient for use for Tenant's purposeseither Landlord or Tenant may, and Landlord receives written notice thereof signed by Tenantor, or in the case of casualty or taking if a clause (b) casualty, then Landlord may, upon thirty (30) days' written notice to the time needed other party, terminate this Lease with respect to do matters thereafter accruing and, in the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fireevent of a clause (c) casualty, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by giving written notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such terminationtermination within ten (10) days of such casualty. If in Tenant waives any case right under applicable laws inconsistent with the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions terms of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termparagraph.

Casualty. In the event of a partial or total destruction of the improvements on the Premises, Tenant shall repair, restore, replace, or reconstruct the affected improvements within one hundred eighty (180) days after the receipt by Tenant of insurance proceeds, subject to force majeure events, or if the Premises cannot be repaired, restored, replaced, or reconstructed within such one hundred eighty (180) day period, within a reasonable time thereafter provided that Tenant diligently prosecutes such repair, restoration, replacement, or reconstruction to a condition comparable to their condition at the time of such destruction, subject to applicable law at the time of such repair, restoration, replacement, or reconstruction. Landlord shall promptly endorse any checks payable to Landlord or jointly payable to Landlord and Taking ------------------- In case during Tenant (and, if applicable, Leasehold Mortgagee), in connection with such proceeds and shall deliver the Term same to Tenant, in trust to pay the costs of such repair, restoration, replacement, or reconstruction or deposit them as provided below: (i) If the proceeds do not exceed $250,000, Landlord shall pay the proceeds to the Tenant, which proceeds Tenant agrees shall be received in trust to pay the costs of such repair, restoration, replacement, or reconstruction; or (ii) If the proceeds exceed $250,000 (the “Major Casualty Proceeds”), such Major Casualty Proceeds shall be deposited into a trust account of Landlord and Tenant, controlled by both Landlord and Tenant, to be held at a federally insured bank selected by Tenant with its principal office in the State of New York and having capital of not less than $200,000,000, and to be used solely for such repair, restoration, replacement, or reconstruction, which Major Casualty Proceeds shall be disbursed to Tenant as follows: Landlord shall authorize the Major Casualty Proceeds to be disbursed to Tenant from such trust account, from time to time, but not more often than once a month, within thirty (30) days after receipt by Landlord of (a) with respect to any costs incurred by Tenant for any engineering, architectural or other professional fees, a paid invoice therefor, or (b) with respect to all other requisitions, (i) a request for payment executed by Tenant and accompanied by a completed requisition for payment (in form issued by the American Institute of Architects), certified by Tenant’s architect stating: (w) the amount of payment being requested, (x) the percentage of completion attained with respect to the repair, restoration, replacement, or any substantial part reconstruction of the Premises, and the Building total cost estimated to be incurred by Tenant with respect to such repair, restoration, replacement, or reconstruction, (y) the Lot are damaged materially by fire aggregate amount theretofore expended with respect to such repair, restoration, replacement, or reconstruction, (z) that the portion of such repair, restoration, replacement, or reconstruction theretofore completed has been completed to the satisfaction of Tenant’s architect, substantially in accordance with Tenant’s plans and specifications and substantially in compliance with all applicable laws, ordinances, regulations and requirements of all public authorities having jurisdiction over the Premises, (ii) invoices from the consultants, vendors, contractors, subcontractors or materialmen for which payment is requested, and (iii) lien waivers (with respect to such portion of such repair, restoration, replacement, or reconstruction being paid at such time, to the extent obtainable, and in any event with respect to those portions of such repair, restoration, replacement, or reconstruction for which payments have theretofore been made). Tenant shall cause to be prepared and delivered to Landlord, for approval, a set of final plans and specifications with respect to such repair, restoration, replacement, or reconstruction setting forth a reasonable description of such repair, restoration, replacement, or reconstruction. Such plans and specifications shall include the identities of the proposed general contractors to whom Tenant proposes to offer such repair, restoration, replacement, or reconstruction work for bidding. Landlord and Overlandlord shall have ten (10) days from receipt of such plans and specifications to review the same and to advise Tenant in writing of any respect in which Landlord reasonably determines such plans and specifications need to be modified in order to protect the safety and structural integrity of the Premises. Landlord and Tenant shall cooperate in good faith in meeting Tenant’s operational requirements and Tenant’s time requirements for completing such repair, restoration, replacement, or reconstruction. Tenant will begin such repair, restoration, replacement, or reconstruction as soon as reasonably practicable after delivery of the insurance proceeds therefor to Tenant and will prosecute such repair, restoration, replacement, or reconstruction to completion with diligence, subject, however, to force majeure events (as such term is hereinafter defined). Such repair, restoration, replacement, or reconstruction will be completed free and clear of mechanics or other casualty or by action of public or other authority liens, and in consequence thereofaccordance with the building codes and all applicable laws, ordinances, regulations, or are taken by eminent domain orders of any public authority affecting such repair, restoration, replacement, or Landlord receives compensable damage reconstruction, and also in accordance with all requirements of the insurance rating organization, or similar body. If the Premises shall be rendered totally or partially untenantable by reason of anything lawfully done any such damage, all Rent and any Additional Rent payable hereunder shall be proportionately abated based on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence portion(s) of the event giving rise to Premises rendered untenantable or unusable for the election to terminate which notice shall specify the effective date normal conduct of terminationTenant’s business until such time as such repair, restoration, replacement, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate reconstruction of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposescompleted, and Landlord receives written notice thereof signed by Tenant has completed installations of Tenant’s equipment, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or movable fixtures, trade fixtures, attached furniture, personal property and specialty installations (such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord installations not to exceed six months, or if Landlord's restoration work is not actually completed within six sixty (660) months days from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice substantial completion of such terminationrepair, restoration, replacement or reconstruction of the Premises). If Tenant hereby expressly waives the provisions of paragraph 227 of the New York Real Property Law, and of any successor law or like import then in any case force, and Tenant agrees the Premises are rendered unfit for use provisions of this paragraph shall govern and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods control in which either party may terminate this Lease pursuant to lieu thereof. Notwithstanding the foregoing provisions of this Section 7.1) to restore Article 22, if during the Premiseslast year of the term of this Lease, the Premises shall be totally damaged or rendered wholly untenantable by fire or other casualty, or in case of taking what may remain thereof (excluding any items installed partially damaged or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), rendered untenantable to the condition extent of fifty percent (50%) or more of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area rentable square feet of the Premises, a just proportion then in such event Landlord or Tenant may give to the other party within ninety (90) days after such fire or other casualty notice of termination of this Lease and in the fixed rent event such notice is given this Lease shall come to an end and additional rent expire upon the expiration of said ninety (90) days with the same effect as if the date of expiration of said ninety (90) days were the expiration date set forth herein and all Rent and any Additional Rent shall be abated apportioned as of such date and any prepaid portion for the remainder of the Termany period after such date shall be refunded by Landlord to Tenant and all fire and casualty insurance proceeds required hereunder shall be paid to Landlord.

Casualty. and Taking ------------------- In case during A. If the Term all Premises or any substantial part of the Premises, the Building or the Lot thereof are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofcasualty, or Tenant shall give immediate notice to Landlord. Landlord shall have the right to cause such damage to be repaired within thirty (30) days from the casualty. If the Premises are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authoritynot rendered tenantable within said thirty (30) day period, either party shall have the option to cancel this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the Lease. Upon such election to terminate which notice cancel rent shall specify the effective date of termination, or if Landlord does not elect be payable only to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given the casualty. All repairs to Landlord within 30 days after receipt and replacements of LandlordTenant's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant Property and Improvements shall be not less than 15 nor more than 30 days after made by, and at the date expense of notice of such terminationTenant. If in any case To the extent that the Premises are have been rendered unfit for use and occupation and the Lease is not so terminatedhereunder by reason of such damage, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition a portion of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury Base Rent as adjusted in accordance with Section 4 hereof shall be abated until the Premises shall have been restored. Landlord shall not be liable for delays in the making of any repairs to the Premises which are due to governmental regulations, casualties and strikes, unavailability of labor and materials, and other causes beyond the control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage to the Premises; provided, however, that during any such period of delay, Base Rent as adjusted in accordance with 4 hereof shall be equitably abated. B. If the Building or any part thereof is so damaged by such fire or other casualty that substantial alteration or reconstruction of the Building shall be required, then this Lease may be terminated at the election of either party by giving a written notice of termination to the other party within one hundred eighty (180) days following such fire, or other casualty. In the event of any such termination, this Lease shall expire as of such effective termination date and Base Rent, as adjusted in accordance with Section 8 hereof, shall be apportioned and terminate as of the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termcasualty.

Casualty. (a) If, at any time after the Effective Date and Taking ------------------- In case during prior to Closing or earlier termination of this Agreement, the Term all Property or any substantial part of the Premises, the Building portion thereof are destroyed or the Lot are damaged materially by fire or any other casualty or by action (a “Casualty”), Seller shall give written notice of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given each such Casualty to Tenant within 60 days Purchaser promptly after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of terminationsuch Casualty, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premisesand, if the remainder is insufficient for use for Tenant's purposescost to repair the damage resulting from such Casualty would equal or exceed One Hundred Thousand and No/100 Dollars ($100,000.00) or such Casualty would otherwise materially impair the value of the Property, and Landlord receives Purchaser shall have the right to elect, by providing written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed Seller within six thirty (630) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after Purchaser’s receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of written notice of such terminationCasualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall (A) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible plus any uninsured amount of the repair or restoration cost, and (z) the reasonable estimated costs for the repair or restoration of the Property required by such Casualty, and (B) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller with respect the Property (except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by any Seller for the period prior to the Closing) to the extent assignable, and if such proceeds are not assignable, Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds. If the Closing is scheduled to occur within Purchaser’s thirty (30) day election period, the Closing Date shall, upon Purchaser’s election, be postponed until the date which is five (5) Business Days after the expiration of such thirty (30) day election period. (b) Notwithstanding anything to the contrary contained herein, if at any time after the Effective Date and prior to Closing, a Casualty occurs with respect to any building fully or partially occupied by any Permitted Tenant, Seller shall promptly notify Purchaser in any case writing of such Casualty and shall comply with the Premises are rendered unfit for use casualty provisions of the Lease of such Permitted Tenant. If such Lease may be terminated as a result of the Casualty, then Seller shall, concurrently with Seller’s notice of Casualty, notify Purchaser of such right to terminate such Lease and occupation and Purchaser shall have the right to elect, by providing written notice to Seller within the timeframes allowed under the Lease, to cause Seller to (i) terminate the Lease in its entirety; or (ii) to comply with the terms of the Lease with respect to the Casualty. In the event the Lease is not so terminated, Landlord shall use due diligence (following terminated and under the expiration terms of all periods in which either party may terminate this the Lease pursuant Seller is to make repairs to the foregoing premises demised by such Lease, Purchaser shall have the right to delay Closing until such repairs are completed, and the Closing shall be conditioned upon written confirmation from such Permitted Tenant (including delivery from such Permitted Tenant to Purchaser of an estoppel certificate, in form acceptable to Purchaser substantially similar to the form set forth herein at Exhibit F) that such repairs were satisfactorily completed and such Lease are in full force and effect. Seller shall indemnify and defend, at its sole cost and expense, Purchaser, its successors and assigns, for any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) actually incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of any repairs performed after the Effective Date and prior to Closing under any casualty provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermAPT Lease.

Casualty. and Taking ------------------- In case during the Term all event that the Premises shall be totally destroyed or any substantial part of the Premises, the Building or the Lot are shall be damaged materially by fire or other casualty to the extent that the same shall not be reasonably tenantable by Tenant, either party, may elect to cancel this Lease as of the time of the damage to, or destruction of, the Premises, whereupon Tenant shall be relieved from the payment of any rental accruing thereafter. In the event that the Premises shall be partially destroyed or damaged by action of public fire or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise casualty to the election extent that the same shall be reasonably tenantable by Tenant as mutually agreed to terminate which notice shall specify by the effective date of terminationParties, or if the Premises are totally destroyed and Landlord does not elect to so terminatecancel this Lease pursuant to the preceding sentence, then Landlord shall restore the Premises by repairs or reconstruction, in which notice event the amount of rental payable hereunder shall contain be abated for the period of Landlord's nonbinding estimate ’s repairs in proportion to the amount of the time needed Premises which shall be untenantable by Tenant, unless such fire or other casualty was caused in whole or in part by Tenant, its agents, employees, contractors, consultants, licensees or invitees, in which event Tenant shall be obligated to put continue paying rental accruing thereafter. As used herein, the term “casualty” means fire, hurricane, flood, tornado, rain, wind, sinkhole or other act of God, regardless of whether the same reasonably could be foreseen; riot, civil commotion or other acts of a public enemy, war, terrorism and theft, vandalism or other criminal or tortious acts of third parties. Repairs or reconstruction by Landlord shall be completed in a commercially reasonably period. In the event that the Premises shall be rendered wholly untenantable by fire or such remainder in as good or better condition than existed immediately prior other casualty, the Landlord shall be entitled to such fire, other casualty or taking. In case the proceeds of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesall applicable insurance maintained by Landlord, and Landlord receives may, at its option, (a) terminate this Lease by giving Tenant written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six thirty (630) months days from the date of casualty said damage or taking Tenant may terminate this Lease by notice given destruction, or (b) repair or replace the Premises to substantially the same condition as prior to the damage or destruction. If the Landlord fails to commence to repair the damage or destruction within 30 forty-five (45) days after receipt of Landlord's notice, which notice by Tenant shall specify from the effective date of termination. The effective date of termination specified either by Landlord such damage or Tenant destruction, or if the Premises shall be not less than 15 nor more than 30 have been substantially replaced or repaired within one hundred eighty (180) days after the date of such damage or destruction. Tenant may at its option, terminate this Lease by giving written notice to Landlord within fifteen (15) days after Landlord’s failure to commence or substantially complete said repairs within the applicable time period. The rent herein required to be paid shall axxxx during the period of such untenantability. If the Premises shall be damaged in part by fire or other casualty, but still remain partially tenantable, Landlord shall repair the Premises to substantially the same condition as prior to the damage. Landlord shall commence repair of the damage or destruction within ninety (90) days from the date of occurrence. During the period of such repairs and restorations, this Lease shall continue in full force and effect, and Tenant shall be required to pay the rent herein reserved, abated by the percentage of area of the Leased Premises destroyed as compared to the total area of the Leased Premises. Landlord Tenant Initials Initials In the event that any damage or destruction occurs during the last twelve (12) months of the Lease Term or the renewal term, if any, to the extent of fifty percent (50%) or more of the insurable value of the Premises, Landlord may elect to terminate this Lease by giving notice of such terminationelection to Tenant within thirty (30) days after such damage or destruction. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminatedIn such event, Landlord shall use due diligence (following receive the expiration proceeds of all periods in which either party may terminate this Lease pursuant the Landlord’s insurance policies without obligation to the foregoing provisions of this Section 7.1) to rebuild or restore the Premises, or in case of taking what may remain thereof (excluding and Tenant shall execute any items installed or paid for by Tenant waiver which Tenant may be required to remove pursuant to Section 3.1 of it by any insurer or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLandlord.

Casualty. and Taking ------------------- In case during If the Term all or any substantial part of the Premises, the Building Premises or the Lot are Project is damaged materially or destroyed, in whole or in part, by fire or other casualty at any time during the Term and if, after such damage or destruction. Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for substantially the same purpose as Tenant used the Premises prior thereto, and within forty-five (45) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord provides notice to Tenant that the Premises cannot be repaired or rebuilt to the condition which existed immediately prior to such destruction or casualty within one hundred eighty (180) days following the date of such destruction or casualty, then Landlord or Tenant may by action written notice to the other within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of public the negligence or other authority willful misconduct of Tenant or its employees, agents, contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such damage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed to substantially the same extent and for substantially the same purposes as Tenant used the Premises prior thereto. If this Lease is not terminated pursuant to the foregoing. Landlord shall restore or replace the damaged or destroyed portions of the Premises or Project, and this Lease shall continue in consequence thereoffull force and effect in accordance with the terms hereof except for the abatement of Rent referred to above, if applicable, and except that the Term shall be extended by a length of time equal to the period beginning on the date of such damage or are taken by eminent domain destruction and ending upon completion of such restoration or replacement. Landlord receives compensable damage by reason shall restore or replace the damaged or destroyed portions of anything lawfully done on pursuance the Premises or Project within a reasonable time, subject to Force Majeure Events and the availability of public or other lawful authorityinsurance proceeds. If either party elects to terminate this Lease as provided in this Section, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in on the Building, date which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 is thirty (30) days after following the occurrence date of the event giving rise to the election to terminate which notice shall specify the effective date of termination. Landlord shall not be obligated to repair any damage to Tenant’s inventory, trade fixtures or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put other personal property. If the Premises or such remainder in as good any portion of the Project are damaged or better condition than existed immediately prior to such fire, destroyed by fire or other casualty caused by the willful misconduct of Tenant, its employees, agents, contractors, or taking. In case of a taking of part invitees, then any repair or restoration of the Premises, if Premises by Landlord pursuant to the remainder is insufficient for use for terms of this Section shall be at Tenant's purposes, ’s sole cost and expense. Notwithstanding anything in this Section to the contrary. Landlord receives written notice thereof signed by Tenant, shall have no obligation to repair or in the case of casualty or taking if the time needed to do the construction work necessary to put restore the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other the Project on account of damage resulting from any casualty or is reasonably estimated by which occurs during the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six last twelve (612) months from of the Term provided that Landlord give Tenant written notice of its intent not to repair within forty-five (45) days following the date of casualty or taking Tenant may terminate this Lease by notice given the Casualty. Notwithstanding anything set forth herein to the contrary, in the event that Landlord within 30 fails to restore the Premises as required hereunder with one hundred eighty (180) days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after following the date of notice of such termination. If in any case Casualty, then Tenant shall have the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may right to terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLease.

Casualty. If the Leased Premises, but not including other improvements made by Tenant within the Leased Premises (but including Landlord's Initial Construction), or any part thereof shall be damaged by fire or other casualty, Landlord shall proceed with reasonable diligence, and Taking ------------------- In case at the expense of Landlord, to repair or cause to be repaired such damage; provided, however, that Landlord's obligations with respect to restoration shall not require Landlord to expend more than the net proceeds of insurance recovered and available to Landlord. Landlord shall have no responsibility for any repairs or damage to or replacements of, Tenant's personal property and property which Tenant may be required to remove as provided in this Lease. All such repairs and replacements shall be promptly made by and at the expense of Tenant. If the Leased Premises, but not including the Improvements within the Leased Premises, or any part thereof, shall have been rendered unfit for use and occupation hereunder by reason of such damage for a period of five (5) or more days, the Base Rent or a just and proportionate part thereof, according to the nature and extent to which the Leased Premises shall have been so rendered unfit, shall be suspended or abated retroactive to the date on which such portion of the Leased Premises became unfit for occupancy, until the Leased Premises (except as to the property which is to be repaired by or at the expense of Tenant) shall have been restored as nearly as practicably may be to the condition in which they were immediately prior to such fire or other casualty. Within sixty (60) days of such damage, Landlord shall give Tenant notice ("Landlord's Notice") in writing of its reasonable estimate of the length of time it will take to restore such damage ("Estimated Time to Repair"). If the Estimated Time to Repair is one hundred eighty (180) days or less from the date of casualty, Landlord shall proceed to make repairs. If Landlord fails to substantially so restore (to a condition of Substantial Completion as defined in Schedule A-1) the Leased Premises within one hundred eighty (180) days from the date of such damage, (as such period may be extended on account of delays in such completion which are beyond the reasonable control of Landlord), Tenant may, if it has paid all sums then payable to Landlord, terminate this Lease by notice to Landlord and this Lease shall terminate forty-five (45) days after delivery of such notice fully as if such date were the original expiration date of this Lease; provided, that if Landlord substantially restores the Leased Premises within such forty-five (45) day period such termination shall be deemed null and void and the Lease will continue as if such restoration occurred within the one hundred eighty (180) day period. Landlord shall not be liable for delays in the making of any such repairs which are due to governmental regulations, casualties and strikes, unavailability of labor and materials, and other causes beyond the control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from such delays in repairing such damage. If the Estimated Time to Repair, as specified in Landlord's notice, exceeds one hundred eighty (180) days, Tenant may terminate the Lease by giving written notice ("Tenant's Notice") to Landlord within five (5) business days of its receipt of Landlord's Notice specifying the Estimated Time to Repair, the effective date of such termination to be thirty (30) days from the date of Tenant's Notice. Notwithstanding the foregoing, if either (a) the Leased Premises shall be damaged materially by any such fire or other casualty during the Term last year of the Lease Term, or (b) all or any substantial part of the Premises, Leased Premises or the Building or the Lot are is so damaged materially by such fire or other casualty that repair or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which reconstruction (may reasonably be made notwithstanding Landlord's entire interest may be divested, by notice given expected to Tenant within 60 take longer than one hundred eight (180) days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of such casualty to complete (in the reasonable judgment of Landlord) whether or taking Tenant may terminate not the Leased Premises shall have been damaged by such fire or other casualty, then in either such case this Lease and the term hereof may be terminated at the election of the Landlord by notice in writing of its election so to terminate given within sixty (60) days of the occurrence of such casualty, to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the be effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 thirty (30) days after the date day on which such termination notice is received. In the event of notice any such termination, this Lease and the Lease Term hereof shall expire as of such termination. If in effective termination date and the Base Rent and additional rent shall be apportioned as of such date; and if the Leased Premises or any case the Premises are part thereof shall have been rendered unfit for use and occupation and by reason of such damage the Lease is not so terminated, Landlord shall use due diligence (following Base Rent for the expiration period from the date of all periods in which either party may terminate this Lease pursuant the fire or other casualty to the foregoing provisions of this Section 7.1) to restore the Premiseseffective termination date, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent proportionate part thereof, according to the nature and extent of to which the injury shall be abated from the date of casualty or taking until the Leased Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premisesso rendered unfit, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termabated.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially Leased Premises by fire or other casualty or by action of public or other authority in consequence thereofcasualty, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityagrees to promptly restore and repair the Leased Premises; provided, this Lease shall terminate at however, Landlord's election, provided Landlord terminates all other leases in obligation hereunder shall be limited to the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence reconstruction of such of the event giving rise to the election to terminate which notice tenant finish improvements as were originally provided by Landlord, if any. Rent shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of proportionately abate during the time needed to put that the Leased Premises or part thereof are unxxxxxe because of any such remainder damage. Notwithstanding the foregoing, if the Leased Premises are (i) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date; or (ii) destroyed by a casualty which is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or, together with the amount of any deductible, are insufficient to rebuild the Building and the Leased Premises; then, in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premisesclause (i) casualty, if the remainder is insufficient for use for Tenant's purposeseither Landlord or Tenant may, and Landlord receives written notice thereof signed by Tenantor, or in the case of casualty or taking if a clause (ii) casualty, then Landlord may, upon thirty (30) days' written notice to the time needed to do the construction work necessary to put the Premises or such remainder in other party, terminate this Lease, effective as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from of the date of such fire or other casualty with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph and in the event of a destruction agrees to accept any offer by Landlord to provide Tenant with comparable space within the project in which the Leased Premises are located on the same terms as this Lease. Notwithstanding the provisions of this paragraph, if any such damage or taking Tenant may destruction occurs within the final two (2) years of the term hereof, then Landlord, in its sole discretion, may, without regard to the aforesaid 180-day period, terminate this Lease by written notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermTenant.

Casualty. and Taking ------------------- In case during If the Term all Premises or any substantial part of the Premises, the Building or the Lot are Parking Deck, as applicable, as the case may be, is damaged materially or destroyed by fire or other casualty to the extent of twenty percent (20%) or more of the value thereof in the reasonable opinion of Landlord, then Landlord shall notify Tenant of such opinion (“Major Casualty Notice”), and thereafter either Landlord or Landlord’s lender may by action of public written notice to Tenant, or, if not resulting from the fault, negligence, act, omission or other authority misconduct of Tenant or its agents, employees, guests, customers, contractors or invitees then Tenant may by written notice to Landlord, in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice each case given to Tenant within 60 not later than sixty (60) days after the occurrence date of the event giving rise Major Casualty Notice, terminate this Lease effective to the election to terminate which notice shall specify the effective date of terminationsuch fire or other casualty. If Landlord’s lender will not agree that insurance proceeds can be applied to restoration and repair of the Building or the Parking Deck, as applicable, following a Major Casualty Notice, or if Landlord does not elect determines that available insurance proceeds will be insufficient to so terminaterepair and restore the Building or the Parking Deck, which notice shall contain Landlord's nonbinding estimate of as applicable, substantially to the time needed to put the Premises or such remainder in as good or better condition than existed thereof existing immediately prior to such fire, other casualty damage or taking. In case of a taking of part destruction and Landlord is unwilling to fund such difference and complete repair and restoration of the PremisesBuilding or the Parking Deck, if as applicable, substantially to the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice condition thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed existing immediately prior to such firedamage or destruction, other casualty then Landlord shall notify Tenant of in any such instance, and Tenant or is reasonably estimated by the Landlord to exceed six monthsmay, or if Landlord's restoration work is not actually completed within six thirty (630) months from the date days of casualty or taking Tenant may such a notice, terminate this Lease by notice given to the other. If this Lease is not so terminated as provided in this Section 15.01, then (a) Landlord shall proceed with diligence to rebuild and restore that portion of the Building or the Parking Deck, as applicable (exclusive of Tenant’s property and improvements or alterations that are the property of Tenant) that was so damaged or destroyed substantially to the condition thereof existing immediately prior to such damage or destruction, to the extent of available insurance, within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 two hundred seventy (270) days after the date of notice such fire or other casualty (exclusive of such terminationTenant Delay (as hereinafter defined) and Force Majeure Delay), and (b) the Term shall not terminate, but any Rent shall xxxxx on a per diem basis while the Premises remain untenantable. Landlord shall not be obligated to rebuild or restore any of (i) Tenant’s personal property, equipment, furniture or trade fixtures, or (ii) any alterations or improvements made in accordance with Article 14 or other alterations or improvements that were not part of the Premises on the Commencement Date. If in any case Landlord shall fail to complete the rebuilding and restoration of the Parking Deck, the Building and/or the Premises are rendered unfit for use such that a certificate of occupancy (temporary or final) shall not have been issued within the aforesaid 270-day period, exclusive of Force Majeure Delay and occupation and Tenant Delay, then either Landlord or Tenant, by written notice to the Lease is not so terminated, Landlord shall use due diligence other given within fifteen (15) days next following the expiration last day of all periods in which either party the aforesaid 270-day period, may terminate this Lease pursuant retroactive to the foregoing provisions date of this Section 7.1) to restore the Premisessuch fire or casualty, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury Rent shall be abated from or apportioned (as the case may be) on a per diem basis and paid to the date of casualty such fire or taking until casualty. Termination of this Lease by Tenant shall be Tenant’s sole remedy for Landlord’s failure to rebuild or restore the Parking Deck, the Building and/or the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termunder this Section 15.01.

Casualty. and Taking ------------------- In case during If the Term all Property shall be damaged or any substantial part of the Premisesdestroyed, the Building in whole or the Lot are damaged materially in part, by fire or other casualty or by action (a “Casualty”), Borrower shall (a) give prompt notice of public or other authority in consequence thereofsuch damage to Lender, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityand (b) shall cause Mortgage Borrower, this Lease shall terminate at Landlord's electionMortgage Borrower’s option, provided Landlord terminates all other leases in either (x) promptly commence and diligently prosecute the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence completion of the event giving rise Restoration (or use commercially reasonable efforts to cause the election Condominium acting through the Condominium Board, to terminate which notice shall specify do so) so that the effective date of terminationProperty resembles, or if Landlord does not elect to so terminateas nearly as possible, which notice shall contain Landlord's nonbinding estimate of the time needed to put condition the Premises or such remainder Property was in as good or better condition than existed immediately prior to such fireCasualty, other casualty or taking. In case of a taking of part with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by TenantMortgage Loan Agreement, or (b) prepay the Mortgage Loan in whole (even if such prepayment occurs prior to the Lockout Release Date), in which case no Prepayment Premium (as defined in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6Mortgage Loan Agreement) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after due; provided, however, that in the date of notice of such termination. If event Mortgage Borrower elects to prepay the Mortgage Loan in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods whole as provided in which either party may terminate this Lease pursuant to the foregoing provisions clause (b) of this Section 7.1) to restore 6.2, then Borrower shall prepay the Premises, or Loan in whole in which case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury no Prepayment Premium shall be abated from due. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the date Net Proceeds or the costs of casualty completing the Restoration are equal to or taking until the Premises or greater than Eight Million Two Hundred Fifty Thousand and No/100 Dollars ($8,250,000) and Borrower shall deliver to Lender all instruments required by Lender to permit such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termparticipation.

Casualty. 11.1 If the Premises are totally destroyed by fire or other casualty, provided neither Lessor nor Lessee were responsible for the casualty, both Lessor and Taking ------------------- Lessee shall have the option of terminating this Lease upon giving written notice at any time within thirty (30) days from the date of such destruction, and if the Lease be so terminated, all rent shall cease as of the date of such destruction and any prepaid rent and other payments shall be immediately refunded to Lessee. 11.2 If such Premises are substantially damaged by fire or other casualty, or totally destroyed thereby and neither party elects to ter- minate this Lease within the provisions of Section 11.1 above or Section 11.3 below, or the Building or the Premises are not substantially destroyed or damaged by fire or other casualty, to the extent certain of the business of Lessee can reasonably be conducted therein, then Lessor agrees, at Lessor's sole cost and expense, to restore the Premises to a kind and quality substantially similar to that immediately prior to such destruction or damage. Said restoration shall be commenced within a reasonable time and completed without delay on the part of Lessor and in any event shall be accomplished within ninety (90) days from the date of the fire or other casualty. In case during such case, all rents and other payments paid in advance shall be proportioned as of the Term date of damage or destruction and all rent there- after accruing shall be equitably and proportionately suspended and adjusted according to the nature and-extent of the destruction or any substantial part damage, pending completion of rebuilding, restoration or repair, except that in the event the destruction or damage is so extensive as to make it unfeasible for Lessee to conduct Lessee's business in the Premises, the rent shall be completely abated until the Premises are timely restored by Lessor as provided herein, or until Lessee resumes use and occupancy of the Premises, whichever shall first occur. The Lessor shall not be liable for any inconvenience or interruption of business of the Building or the Lot are damaged materially Lessee occasioned by fire or other casualty casualty, unless Lessor was a contributing cause. 11.3 If Lessor undertakes to restore, rebuild or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of repair the Premises, if the remainder and such restoration, rebuilding or repair is insufficient for use for Tenant's purposesnot accomplished within ninety (90) days, and Landlord receives written notice thereof signed such failure does not result from causes beyond the control of Lessor, Lessee shall have the option to complete the repairs and restoration at Lessor's expense and be reimbursed by TenantLessor or reduce the rentals by said costs of repairs and restoration, or in Lessee has the case of casualty or taking if the time needed right to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by written notice given to Landlord Lessor within 30 thirty (30) days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1said ninety (90) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termday period.

Casualty. and Taking ------------------- In case Section 11.01. If the Building is damaged or destroyed by fire, explosion, the elements or otherwise during the Term all so as to render the Demised Building wholly untenantable or any substantial part unfit for Tenant’s use, or should the Demised Building be so badly injured that the same cannot be repaired within one hundred and eighty (180) days from the happening of such injury, then, and in such case, the Term hereby created shall, at the option of either Landlord or Tenant, terminate upon the giving of a notice of termination, such notice to be given within thirty (30) days of such damage or destruction. Notwithstanding anything in the preceding sentence to the contrary, in the event that the Building is damaged or destroyed by fire, explosion, the elements or otherwise as a result of the Premisesnegligence or willful misconduct of Tenant or its agents, employees or invitees, Tenant shall not be entitled to terminate the Lease. If a notice of termination is given, the Building or the Lot are damaged materially by fire or other casualty or by action Term of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence effective as of the event giving rise date of such damage or destruction, and Tenant shall immediately surrender the Demised Building and all Tenant’s interest therein to Landlord, and pay Basic Rent and Additional Rent only to the election time of such damage or destruction, and Landlord may re-enter and repossess the Demised Building discharged from this Lease and may remove all parties therefrom. Landlord shall have no obligation to terminate repair or restore Tenant’s improvements. If neither Landlord nor Tenant terminates the Lease, Landlord shall commence and diligently repair the same provided that the insurance proceeds so received are adequate to restore the Demised Building and Rent (Basic Rent and Additional Rent) shall xxxxx during any period during which notice shall specify the effective date of termination, Tenant cannot use all or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Demised Premises, if in proportion to the remainder is insufficient interference with Tenant’s use thereof In no event shall Landlord shall have any obligation to repair or restore Tenant’s personal property or Tenant’s alterations or improvements to the Demised Premises. Section 11.02. Should the Demised Building be rendered untenantable and unfit for use for Tenant's purposesoccupancy, but yet be repairable within one hundred and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six eighty (6180) months days from the date happening of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminatedsaid injury, Landlord shall use due diligence (following will, provided that the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) insurance proceeds so received are adequate to restore the Demised Premises, enter and commence and diligently repair the same and Rent shall xxxxx during any period during which Tenant cannot use all or a part of the Demised Premises, in proportion to the interference with Tenant’s use thereof. In no event shall Landlord shall have any obligation to repair or restore Tenant’s personal property or Tenant’s alterations or improvements to the Demised Premises. Section 11.03. Tenant shall immediately notify Landlord in case of taking what may remain thereof (excluding any items installed fire or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), other damage to the condition Demised Premises. Notwithstanding anything to the contrary herein, in the event that the Building is damaged or destroyed by fire, water or explosion as a result of the Premises immediately prior gross negligence or willful misconduct of Tenant, its agents, representatives, contractors or employees, Tenant shall not have the right to terminate the casualty or taking Lease as provided in Section 11.01, and a just proportion such action shall constitute an event of default on the fixed rent and additional rent according to the nature and extent part of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermTenant.

Casualty. Upon a Casualty, Lessee shall give prompt written notice thereof (a "Casualty Notice") to Agent and Taking ------------------- In case during the Term all or any substantial part of the PremisesLessors, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify whether Lessee will: (a) repay the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior Functional Unit Balance for each Functional Unit subject to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed Casualty together with unpaid Accrued Supplement Rent on each such Functional Unit Balance so prepaid to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given payment and the applicable Make-Whole Premium on each such Functional Unit Balance so repaid. All such amounts shall be paid to Landlord within Agent for the benefit of the Lessors no later than the next scheduled Payment Date occurring at least 30 days after receipt of Landlord's noticesuch Casualty, which notice by Tenant shall specify but in no event later than the effective Termination Date (such date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after being referred to as the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence "Casualty Settlement Date"); or (following the expiration of all periods in which either party may terminate this Lease b) replace pursuant to the foregoing provisions of Section 5.4(b) hereof and Section 4.3 of the Participation Agreement each Functional Unit with respect to which the Casualty has occurred; provided, however, that upon the occurrence of an Event of Default or an event which with the giving of notice and/or the passage of time could give rise to an Event of Default, Lessee shall be obligated, at the option of the Required Lessors, to make the payments referred to in clause (a) above and shall not be entitled to exercise any right or election of replacement as set forth in this Section 7.1clause (b). All proceeds of any casualty insurance or condemnation proceeds ("Casualty Proceeds") paid to restore the PremisesLessee or any of its Affiliates by reason of a Casualty to a Functional Unit shall be deposited into a deposit account established by Agent for the benefit of the Lessors (the "Deposit Account"). Any Casualty Proceeds paid to Agent with respect to a Functional Unit suffering a Casualty shall also be deposited in the Deposit Account. Any monies in the Deposit Account attributable to a Casualty shall be remitted promptly to Lessee after either (i) Lessee's payment in full of the Functional Unit Balance together with the applicable Make-Whole Premium or (ii) Lessee's full compliance with the conditions governing a Replacement Part, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove as applicable pursuant to clause (a) or (b) above. If Lessee has elected to pay the Functional Unit Balance and an amount equal to the applicable Make-Whole Premium pursuant to clause (a) above, Lessee shall continue to make all payments of Rent due hereunder in respect of the Functional Unit or Units suffering a Casualty through the date the Functional Unit Balance and the applicable Make-Whole Premium are paid. Upon payment of each of the amounts required by Section 3.1 or 3.36.1(a), to the condition then all scheduled installments of the Premises immediately prior to the casualty or taking and a just proportion Rent, including installments of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the PremisesRenewal Rent, a just proportion of the fixed rent and additional rent shall be abated thereafter payable for the remainder of the TermLease Term in respect of the Lease Supplement applicable to the Functional Unit or Units suffering the Casualty, and the portion of the Purchase Option Exercise Amounts allocable to such Lease Supplement, shall be re-calculated by the Agent in the manner specified in Section 3.1 of the Participation Agreement, without taking into account the Purchase Price or Functional Unit Balance of the Functional Unit suffering the Casualty.

Casualty. and Taking ------------------- In case during a. If, after the Term all or any substantial part of the Premisesdate hereof, the Building or the Lot are Demised Premises is damaged materially by fire fire, enemy action, or other casualty which shall result in a significant interference with the conduct of Tenant's business at the Demised Premises and Mortgagee is so notified in writing by Tenant (such damage being hereafter called "damage"), Mortgagee shall, at its option, repair or restore the Demised Premises. In the event Mortgagee elects to repair or restore the Demised Premises, there shall be a fair and proportionate abatement of all rent payable hereunder according to the time during which, and the portion or extent to which, the Demised Premises may not be used by action Tenant. b. In the event Mortgagee shall elect to repair or restore the damage, Mortgagee shall notify Tenant in writing of public the time required to repair or other authority in consequence thereofrestore. In the event Mortgagee shall notify Tenant that such time shall exceed one hundred eighty (180) days from the date of occurrence of the damage, Tenant may elect to terminate this Lease by written notice to Mortgagee within thirty (30) days of receiving Mortgagee's notice, time being of the essence. Tenant's failure to timely exercise this option to terminate shall be deemed a waiver of this option. In the event Mortgagee shall not substantially complete the repairs by the 210th day following the date of the damage, Tenant may upon written notice to Mortgagee terminate this Lease. In the event Tenant fails to exercise this option by the 215th day following the date of the damage, time being of the essence, Tenant shall be deemed to have waived its option to terminate. c. If Mortgagee shall elect not to repair or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityrestore the damage, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in as of the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the date of occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termdamage.

Casualty. If, prior to Closing, a casualty which is less than a Major Casualty (as hereinafter defined) occurs, the portion of the Property so damaged shall be repaired or rebuilt as speedily as practical under the circumstances, by and Taking ------------------- In case at the expense of the Landlord, and during the Term period required for such repair or restoration, the expiration of the Inspection Period, the Closing Date, and all other significant deadlines hereunder (other than the deadline for Seller’s Board approval of this transaction pursuant to Section 22.00) shall be tolled based on the number of days necessary for the Property to be repaired or restored. If prior to Closing all or any substantial material part of the PremisesProperty or Parking Spaces is damaged or destroyed or material interference with access to the Property occurs (a “Major Casualty”), the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divestedthen Purchaser, by written notice to Seller given to Tenant within 60 days after the occurrence ten (10) Business Days of the event giving rise to the election to terminate which notice shall specify the effective date of terminationthe Major Casualty, or if Landlord earlier, the Date of Closing, may elect to terminate this Agreement, whereupon the Xxxxxxx Money shall be refunded promptly to Purchaser, and this Agreement shall be terminated except for Purchaser’s Indemnity Obligations and other provisions of this Agreement which by their terms are to survive a termination of this Agreement. If Purchaser does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord Agreement following a Major Casualty within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days ten (10) Business Days from and after the date of notice the casualty, or if earlier, the Date of Closing, then this Agreement shall remain in full force and effect and the conveyance of the Property contemplated herein shall be effected and Seller shall assign to Purchaser at Closing the insurance proceeds to be received by Seller arising from such casualty, and pay to Purchaser the amount of any deductible under applicable insurance policies or the amount of such terminationMajor Casualty which Seller self insures (as applicable), with no further adjustments between the parties. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions For purposes of this Section 7.112.00, a “material part” shall mean (i) with respect to restore the PremisesProperty, a casualty loss, the replacement value of which is ONE MILLION and NO/100 DOLLARS ($1,000,000.00) or more; or (ii) a casualty loss that gives a right of termination to any tenant or tenants of the Improvements leasing ten thousand (10,000) rentable square feet or more in the aggregate in the Improvements; or (iii) with respect to the Parking Spaces, a casualty loss of fifty (50) or more spaces, and alternative parking located within three hundred (300) feet of the Improvements is not provided by Seller, or in case (iv) with respect to access, any denial of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), access to the condition Improvements which would be a violation of any tenant leases or would interfere with the operation of the Premises immediately prior to Improvements for their intended purpose or which would preclude the casualty or taking and a just proportion use of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermOther Property Interests.

Casualty. and Taking ------------------- In case If, during the Term all or any substantial part of the PremisesLease Term, the Building is totally --------------------- or partially damaged or destroyed from any cause rendering the Lot are damaged materially Building totally or partially inaccessible or unusable, and the cost of repairing such damage is fully covered by fire or other casualty or by action the net proceeds of public or other authority in consequence thereofinsurance made available to Landlord, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in diligently (taking into account the time necessary to effectuate a satisfactory settlement with any insurance companies involved) restore and repair the Premises and/or the Building, which as the case may be made notwithstanding Landlord's entire interest may be divestedbe, by notice given to Tenant proper condition for use and occupancy to the extent of such net proceeds; provided, however, if such damage or destruction is not reasonably susceptible of being repaired or restored within 60 ninety days after the occurrence of such damage (or, if the event giving rise casualty occurs within the last two years of the Lease Term (as it may be extended by Tenant's exercise of any option to extend the election Lease Term provided for by Section 2.5) within sixty days after the occurrence of such damage), including the time needed for removal of debris, preparation of plans and issuance of all required Authorizations, but excluding the time needed to terminate which notice shall specify the effective date of terminationreach an insurance settlement, or if the net proceeds of insurance made available to Landlord do not fully cover the cost of repairing such damage and Landlord does not elect to so terminatedo so, which notice shall contain Landlord's nonbinding estimate Landlord or Tenant may, within forty-five days after the occurrence of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such firedamage, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by giving notice given of termination to Landlord within 30 days after receipt of Landlord's notice, which the other and specifying in such notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case this Lease is terminated pursuant to this Section, all Basic Rent and additional rent payable hereunder shall be paid to the Premises are date of such termination of this Lease; provided, however, that with respect to space rendered unfit for use inaccessible or unusable, Basic Rent and occupation additional rent hereunder shall be abated as of the date the damage occurred, an equitable apportionment between the space rendered inaccessible or unusable and the remainder of the space to be based upon the criteria provided below. Following any termination of this Lease as aforesaid, Tenant shall have no further rights or remedies as against Landlord pursuant to this Lease or otherwise. If this Lease is not so terminatedterminated as a result of such damage, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or shall continue in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking full force and effect and a just proportion and proportionate part of the fixed rent Basic Rent and additional rent shall, according to the nature and extent of to which the injury Premises shall have been so rendered inaccessible or unusable, be suspended or abated from the date of casualty or taking until the Premises or such remainder shall have been restored by to proper use and occupancy as aforesaid. Whether or not Landlord and in case of a taking which permanently reduces elects not to terminate this Lease, Landlord shall be entitled to receive directly from the area insurer all insurance proceeds resulting from or related to the casualty. In no event shall Landlord be required to spend an amount to restore the portion of the Premises, Premises affected by a just proportion casualty in excess of the fixed rent and additional rent shall be abated for the remainder net amount (after expenses of collection) of the Terminsurance proceeds received by Landlord. Tenant shall notify Landlord immediately of any damage or destruction within the Premises or Building of which Tenant becomes aware.

Casualty. and Taking ------------------- In case during If the Term all or any substantial part of the Premises, the Building Premises or the Lot are Project is damaged materially or destroyed, in whole or in part, by fire or other casualty at any time during the Term and if, after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for substantially the same purpose as Tenant used the Premises prior thereto, and within forty-five (45) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord provides notice to Tenant that the Premises cannot be repaired or rebuilt to the condition which existed immediately prior to such destruction or casualty within two hundred seventy (270) days following the date of such destruction or casualty, then Landlord or Tenant may by action written notice to the other within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of public the negligence or willful misconduct of Tenant or its employees, agents, contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such damage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed to substantially the same extent and for substantially the same purposes as Tenant used the Premises prior thereto. If this Lease is not terminated pursuant to the foregoing, Landlord shall commence such restoration or replacement of the damaged or destroyed portions of the Premises or Project, and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Rent referred to above, if applicable, and except that the Term shall be extended by a length of time equal to the period beginning on the date of such damage or destruction and ending upon completion of such restoration or replacement. Landlord shall commence such restoration or replacement of the damaged or destroyed portions of the Premises or Project within sixty (60) days after the occurrence of such fire or other authority casualty, and Landlord shall complete the same as soon as possible thereafter (but in consequence thereofno event later than two hundred seventy (270) days from the date of the commencement of such restoration and replacement), Landlord diligently pursuing such restoration or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityreplacement to completion, subject to Force Majeure Events. If either party elects to terminate this Lease as provided in this Section, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in on the Building, date which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 is thirty (30) days after following the occurrence date of the event giving rise notice of termination. Landlord shall not be obligated to repair any damage to Tenant’s inventory, trade fixtures or other personal property. Notwithstanding anything in this Section to the election contrary, Landlord shall have no obligation to terminate which notice shall specify the effective date of termination, repair or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put restore the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other the Project on account of damage resulting from any casualty or taking. In case of a taking of part of which occurs during the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six last twelve (612) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- In case during the Term If all or any substantial a part of the Premises shall be damaged or destroyed by casualty ("CASUALTY"), subject to the provisions of Paragraph 15, (i) Tenant shall, with reasonable promptness and diligence, rebuild, replace and repair any damage or destruction to the Premises, at its expense, in conformity with the Building or requirements of Paragraph 11 (as if such work were Alterations) in such manner as to restore the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise same to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good same or better condition than and equivalent or better value, as nearly as reasonably practicable, as existed immediately prior to such firecasualty and (ii) there shall be no abatement or reduction whatsoever of Basic Rent or Additional Rent. If the estimated cost of rebuilding, other casualty replacing and repairing any damage or taking. In case of destruction to the Premises caused by a taking of part of the PremisesCasualty, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed as reasonably determined by Tenant, shall exceed $10,000,000, Tenant shall promptly notify Landlord thereof. In the event of a Casualty which results in damage or in the case of casualty or taking if the time needed destruction to do the construction work necessary to put the Premises which Tenant reasonably estimates will cost $10,000,000 or more to rebuild, replace and repair and which occurs within the last two (2) years of the Term, Landlord or Tenant may, by written notice to the other given within sixty (60) days following such remainder Casualty, elect that Tenant not be required to rebuild, replace and repair any damage or destruction caused by such Casualty (such notice being a "RESTORATION WAIVER"). In the event Landlord gives Tenant a Restoration Waiver and provided an Event of Default does not then exist, Tenant may render such Restoration Waiver ineffective by giving to Landlord an Extension Notice with respect to the next remaining Extended Term, if any then remains, such Extension Notice to be given, notwithstanding any contrary notice period specified in as good Paragraph 4, within thirty (30) days following -16- receipt by Tenant of Landlord's Restoration Waiver. In the event that Tenant gives an Extension Notice pursuant to this Subparagraph 13(a) (that is, following receipt of a Landlord's Restoration Waiver), then (1) notwithstanding any contrary provision in Paragraph 4, the Term shall be deemed extended for the subject Extended Term at the Basic Rent set forth in EXHIBIT 5, and (2) Tenant shall not thereafter be entitled to withdraw its Extension Notice for any reason whatsoever. In the event Landlord or better condition Tenant gives a Restoration Waiver (other than existed immediately a Landlord's Restoration Waiver which is rendered ineffective pursuant to this Paragraph 13(a)), (A) Tenant shall assign and release to Landlord all insurance proceeds payable in respect of such Casualty and pay to Landlord the amount of any deductibles; and (B) Tenant shall pay Basic Rent and Additional Rent and otherwise comply with the terms of this Lease through the expiration of the Term of this Lease. This Lease shall terminate and Tenant shall vacate the Premises on the expiration date of the Term. The obligations of Tenant under this Paragraph 13 shall survive the expiration or earlier termination of the Term with respect to any Casualty which occurs prior to such fire, other casualty expiration or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of earlier termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. (a) If, after the Execution Date and Taking ------------------- In case during prior to the Term all or any substantial Closing, a material part of the Premises, Assets suffers a Casualty Loss or if a material part of the Building Assets is taken in condemnation or under the Lot are damaged materially by fire or other casualty or by action right of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason if proceedings for such purposes are pending or threatened, Sellers shall promptly give Buyer written notice of anything lawfully done on pursuance of public or other lawful authoritysuch occurrence, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesincluding reasonable particulars with respect thereto, and Landlord receives written notice thereof signed by Tenant, this Agreement shall remain in full force and effect notwithstanding any such Casualty Loss. (b) With regard to a Casualty Loss or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days condemnation occurring after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions execution of this Section 7.1) to restore the PremisesAgreement, without Buyer’s prior consent (which shall not be unreasonably withheld, conditioned or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3delayed), no insurance or condemnation proceeds shall be committed or applied by Sellers to the condition repair, restore or replace a lost, damaged, destroyed or taken portion of the Premises immediately Assets if the cost to repair, restore or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed One Hundred Thousand Dollars ($100,000). To the extent such proceeds are not committed or applied by Sellers prior to the casualty Closing Date in accordance with this Section 7.9(b), Sellers shall at the Closing pay to Buyer all sums paid to Sellers by reason of such loss, damage, destruction or taking taking, less any reasonable costs and a just proportion expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Sellers in accordance with this Section 7.9(b), in such repair, restoration or replacement, Sellers shall transfer to Buyer, at the Closing, without recourse against Sellers, all of the fixed rent right, title and additional rent according interest of Sellers in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Sellers in collecting such proceeds. Any such funds that have been committed by Sellers for repair, restoration or replacement as aforesaid shall be paid by Sellers for such purposes or, at Sellers’ option, delivered to Buyer upon Sellers’ receipt from Buyer of adequate assurance and indemnity that Sellers shall incur no liability or expense as a result of such commitment. (c) Notwithstanding anything to the nature contrary in this Agreement, (i) at the Closing, the Assets affected by a Casualty Loss or condemnation shall be included in the Closing and extent Buyer shall pay the full Purchase Price, subject to any applicable adjustments under this Agreement, and (ii) Buyer’s recourse with respect to a condemnation or Casualty Loss shall be limited to the proceeds of Sellers’ applicable insurance coverage actually recovered by Sellers in respect thereof or other sums paid to Sellers by third parties (or an assignment of claims related thereto), which proceeds or other sums shall be payable to Buyer only upon or after the Closing of the injury shall be abated from the date of casualty or taking until the Premises or such remainder transactions contemplated hereby. Sellers shall have been restored by Landlord and in case no other liability or responsibility to Buyer with respect to a condemnation or Casualty Loss, even if such Casualty Loss shall have resulted from or shall have arisen out of the sole or concurrent negligence, fault, violation of a taking which permanently reduces the area Legal Requirement, or willful misconduct of the Premises, a just proportion Seller or any Seller or any of the fixed rent and additional rent shall be abated for the remainder of the Termits Party Affiliates.

Casualty. and Taking ------------------- In case during the Term all event that the improvements located upon the demised premises should be damaged or any substantial part of the Premises, the Building or the Lot are damaged materially destroyed by fire or other casualty casualty, Tenant shall give written notice thereof to Landlord within a reasonable time. If the improvements located upon the demised premises are substantially destroyed (50% or more) by action of public fire, tornado or other authority in consequence thereofcasualty, or if said improvements are taken by eminent domain so damaged that it reasonably appears the rebuilding or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence repair of the event giving rise same cannot be completed within one hundred twenty (120) days then this lease shall cease and come to an end at the election to terminate which notice shall specify the effective date option of either Landlord or Tenant. To exercise said option of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall give written notice to the other party within twenty (20) days after said damage occurs. Upon notice of termination, this lease shall terminate and the rent for the unexpired term of this lease shall be abated effective as of the date the damage occurs. In the event that the option to terminate is not less than 15 nor more than 30 so exercised within the time specified therefore, this lease shall remain in full force and effect and Landlord shall proceed with due diligence to repair and restore said premises to substantially the same condition as prior to such damage or destruction. Until said premises are repaired and restored to such condition, rent shall xxxxx. In the event that the improvements located upon the leased premises should be damaged by fire, tornado or other casualty but not to such extent as to be substantially destroyed (Sot or more), or to such extent that rebuilding or repairs can be completed within ninety (90) days after the date upon which said damage occurs this lease shall not terminate. In such event, Landlord shall proceed with reasonable diligence to rebuild and repair said improvements to substantially the condition in which they existed prior to said damage. Until said premises are so repaired and restored the rent payable hereunder shall be abated. In the event that Landlord should fail to complete said repairs and rebuilding within ninety (90) days after the date of said damage, Tenant may at its option terminate this lease by delivering written notice of such termination. If in any case the Premises are rendered unfit for use termination to Landlord whereupon all rights and occupation obligations hereunder shall cease and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termterminate.

Casualty. and Taking ------------------- In case during 10.1.1 If prior to the Term all Closing there shall be any loss, damage or any substantial part of destruction to the Premises, Purchased Property and/or the Leased Property (except for Building or the Lot are damaged materially 10 which shall be governed by Section 10.1.3 below) by fire or other casualty or by action of public or other authority in consequence thereofcasualty, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease PAID shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written give prompt notice thereof signed by Tenantto Urban. Urban shall inspect such damaged Purchased Property and/or Leased Property, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fireapplicable, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days promptly after receipt of Landlord's such notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 Within ten (10) days after the date of PAID’s notice, Urban may elect to terminate this Agreement by giving PAID written notice to that effect. In such event, the provisions of Section 7.6 hereof shall govern. 10.1.2 If prior to Closing there shall be any loss, damage or destruction to the Purchased Property and/or the Leased Property (except for Building 10 which shall be governed by Section 10.1.4 below) by fire or other casualty, and this Agreement is not terminated as provided in Section 10.1.1, then Urban shall proceed to Closing and PAID shall have no obligation to repair or restore the Purchased Property and/or the Leased Property, as applicable. 10.1.3 If prior to Closing there shall be any loss, damage or destruction to Building 10, by fire or other casualty, PAID shall give prompt notice thereof to Urban. Urban shall inspect Building 10 promptly after receipt of such terminationnotice. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence Within ten (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.110) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from days after the date of casualty PAID’s notice, Urban may elect to terminate this Agreement by giving PAID written notice to that effect. In such event, the provisions of Section 7.6 hereof shall govern. 10.1.4 If prior to Closing there shall be any loss, damage or taking until the Premises destruction to Building 10 by fire or such remainder other casualty, and this Agreement is not terminated as provided in Section 10.1.3, then Urban shall proceed to Closing and PAID shall have been restored by Landlord and in case of a taking which permanently reduces no obligation to repair or restore Building 10. PAID shall (a) pay over to Urban the area amount of the Premisesinsurance proceeds, a just proportion if any, collected by or on behalf of the fixed rent PAID with respect to Building 10, and additional rent shall (b) assign, transfer and set over to Urban by instrument in form in substance reasonably satisfactory to Urban, all of PAID’s right, title and interest in and to any insurance proceeds that are uncollected and that may be abated for the remainder paid in respect of the TermBuilding 10 related to such loss, damage or destruction.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the PremisesUpon a Casualty, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofLessee shall give prompt written notice thereof (a "Casualty Notice") to Administrative Agent, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate whether Lessee will: (a) repay a portion of the time needed Lease Balance equal to put the Premises or Casualty Amount together with all Variable Rent accrued on such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part portion of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed Lease Balance to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's noticepayment, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant repayment shall be not less made no later than 15 nor more the next scheduled Payment Date occurring after such Casualty or, if such Casualty occurs during the last 5 Business Days of a Rent Period, then no later than 30 days the second Payment Date occurring after the date of notice of such termination. If Casualty, provided that in any case event such repayment shall be made no later than the Premises are rendered unfit for use and occupation and last day of the Lease is not so terminated, Landlord shall use due diligence Term (following the expiration of all periods in "Casualty Settlement Date"); or (b) replace the Equipment with respect to which either party may terminate this Lease the Casualty has occurred pursuant to the foregoing provisions of Section 5.4 (treating such Equipment, for these purposes, in the same manner as a Part), provided that upon the occurrence and during the continuance of an Event of Default or an Incipient Default, Lessee shall be obligated, at the option of the Required Lessors, to make the payments referred to in clause (a) above and shall not be entitled to exercise any right or election of replacement as set forth in this Section 7.1) to restore the Premisesclause (b). If Lessee has elected, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required is required, to remove pay the Casualty Amount pursuant to Section 3.1 or 3.3)clause (a) above, Lessee shall continue to make all payments of Rent due under the Lease Supplement until and including the Casualty Settlement Date. Upon payment of the Casualty Amount in respect of any item of Equipment suffering a Casualty on such Casualty Settlement Date, the remaining scheduled payments of Fixed Rent, if any, shall each be reduced by an amount equal to the condition product of the Premises immediately scheduled amount of such Fixed Rent prior to the casualty or taking and a just proportion receipt of such payment by Administrative Agent multiplied by the Allocation Fraction under the Lease Supplement of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or Equipment suffering such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermCasualty.

Casualty. and Taking ------------------- In case during the Term If all or any substantial part portion of the Premises, the Building Premises becomes untenantable or the Lot are damaged materially inaccessible by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify Premises or the effective Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, but in no event later than ninety (90) days following the date of terminationsuch Casualty, or if shall cause a general contractor selected by Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding provide Landlord with a written estimate of the amount of time needed required, using standard working methods, to put substantially complete the repair and restoration of the Premises or and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises and any Common Areas necessary to provide access to the Premises cannot be made tenantable and the Premises and such remainder in as good or better Common Areas restored to the condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed Casualty within six one hundred eighty (6180) months days from the date of casualty or taking Tenant may the Casualty, then either party shall have the right to terminate this Lease upon written notice to the other within thirty (30) days after Tenant’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease under the immediately preceding sentence if the Casualty was caused by the willful misconduct of Tenant or any Tenant Related Parties. In addition, (a) either party, by notice given to Landlord the other party within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if the Premises have been materially damaged and less than two (2) years of the Term remain after the date of the Casualty, (b) Landlord, by written notice to Tenant within ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if (1) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (2) a material uninsured loss to the Building or Premises occurs; provided, however, that Landlord may only exercise its right to termination this Lease under this clause (b) if it terminates the leases of all other tenants of the Building similarly affected by such termination. If in Casualty, and (c) Tenant shall have the right to terminate this Lease if the Premises or any case Common Areas necessary to provide access to the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence restored within two hundred ten (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1210) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated days from the date of casualty the Casualty (subject to extension due to any events of Force Majeure for a period not to exceed thirty (30) days), upon thirty (30) days’ prior written notice to Landlord, provided that if such restoration is completed on or taking until before the Premises expiration of such thirty (30) day period, then such termination shall be deemed null and void and this Lease shall continue in full force and effect. If this Lease is terminated by either party on account of any Casualty as provided in this Section 14, then Tenant shall pay to Landlord (by assignment or such remainder shall have been restored by Landlord and otherwise) the insurance proceeds paid or payable to Tenant under the policy(ies) referred to in case of a taking which permanently reduces the area Section 13.02(b) on account of the Premises, a just proportion damage to or loss of the fixed rent and additional rent Leasehold Improvements in the Premises; however, from any such proceeds actually received by Tenant, Tenant shall be abated for entitled to retain any amount up to the remainder depreciated amount of the TermExcess Tenant Work Costs after deduction of the Allowance.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, If the Building or the Lot are is damaged materially by fire or other casualty or (including, without limitation, floods) (each a “Casualty”), and if the proceeds received from the insurance policies maintained by action of public or other authority in consequence thereofLandlord therefor are sufficient to pay for the necessary repairs, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityand the Building can be fully repaired within nine (9) months after such Casualty occurred, this Lease shall remain in effect and Landlord shall repair the damage as soon as reasonably possible, subject to delays beyond Landlord’s reasonable control. If the insurance proceeds received by Landlord are not sufficient to pay the entire cost of repair, or no proceeds are payable with respect to such Casualty, or the Building cannot be fully repaired within nine (9) months after the Casualty occurred, Landlord may elect either to (i) terminate at Landlord's electionthis Lease, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to shall so notify Tenant within 60 forty-five (45) days after the occurrence of such Casualty, or (ii) repair the damage as soon as reasonably possible, in which event giving rise to the election this Lease shall remain in full force and effect; but if Landlord elects not to terminate which this Lease, Tenant shall then have the right to terminate this Lease if the Premises cannot be fully repaired within twelve (12) months after such Casualty occurred. Insurance proceeds shall not be deemed “unavailable” or “insufficient” if Landlord failed to maintain insurance coverages required by Section 7 of this Lease (or such greater coverages required by Landlord’s Mortgagee). Landlord’s notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding include a good-faith estimate of the time needed to put date Landlord reasonably believes the Premises or such remainder in as good or better condition than existed immediately prior to such fireshall be fully restored (the “Estimated Restoration Date”). Tenant’s notification, other casualty or takingif any, shall be required within ten (10) days after Landlord’s notice. In case of a taking of part of addition to the Premisesforegoing, if the remainder is insufficient for use for Tenant's purposesdamage to the Building occurs during the last two (2) years of the Lease Term, and Landlord receives written notice thereof signed by Tenant, or may elect to terminate this Lease as of the date the damage occurred in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work any event. If this Lease is not actually completed within six (6) months terminated following a Casualty, rent shall xxxxx from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt the occurrence in the proportion that the area of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition portion of the Premises immediately prior rendered unusable by such Casualty bears to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the entire area of the Premises, a just proportion and such abatement shall be in full if the Premises are rendered wholly untenantable. The abatement shall continue until the portion of the fixed rent and additional rent Premises which shall have been damaged shall be abated for the remainder rebuilt or repaired and Tenant shall be able to occupy such portion of the TermPremises. If such restoration has not been completed, and Tenant shall not be able to occupy such portion of the Premises, on or before the Estimated Restoration Date, Tenant shall thereafter have the right to terminate this Lease upon thirty (30) days’ prior notice to Landlord until such time as the restoration has been completed and Tenant shall be able to occupy such portion of the Premises; provided, however, if the restoration is completed and Tenant is able to occupy such portion of the Premises prior to the effective date of Tenant’s termination, such termination shall be null and void, and of no effect, and this Lease shall continue upon the terms and conditions contained herein. Tenant waives the protection of any law which grants a tenant the right to terminate a lease in the event of the substantial destruction of a leased property, and agrees that the provisions of this paragraph shall govern in the event of any substantial destruction of the Premises.

Casualty. (a) If the Lessee Assets and Taking ------------------- In case during the Term all Additional Improvements are destroyed or any substantial part damaged (each, a “Casualty Event”), and if, in the reasonable opinion of Lessee, such Casualty Event materially and adversely affects Lessee’s use and operation of the PremisesLessee Assets, then Lessee shall have the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofright, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 180 days after the occurrence of such Casualty Event, to terminate this Lease by written notice to Lessor. In the event giving rise this Lease is terminated pursuant to the election to terminate which notice this Section 7.3, (i) all charges paid or owing hereunder shall specify be prorated as of the effective date of such termination, (ii) Lessee shall be entitled to any insurance proceeds applicable to the Lessee Assets and the Additional Improvements, and (iii) Lessee shall, in good faith and with due diligence, remove all Lessee Assets and Additional Improvements from the Leased Premises, and repair and restore any damage to the Leased Premises or if Landlord the remainder of the Xxxxxxx City Complex caused by such removal, at Lessee’s sole cost and expense. (b) In the event Lessee does not timely elect to so terminateterminate this Lease following the occurrence of a Casualty Event in accordance with Section 7.3(a), Lessee shall repair and restore any damaged or destroyed Lessee Assets and/or Additional Improvements to substantially the condition in which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than Lessee Assets and/or Additional Improvements existed immediately prior to the applicable Casualty Event. Such repair and restoration by Lessee shall be performed in good faith and with due diligence, subject to Lessee’s receipt of any required building or construction permits. (c) If, notwithstanding Section 7.3(b), Lessee fails to act in good faith or to use due diligence to repair and restore the Lessee Assets and Additional Improvements to the required condition within a reasonable time, then (i) Lessor shall have the right to take such fire, other casualty actions as are necessary or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesreasonable to effect such repair and restoration (and Lessee shall take all actions reasonably necessary to facilitate Lessor’s actions), and Landlord receives written notice thereof signed by Tenant, insurance proceeds with respect to any remaining repair or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six shall be payable to Lessor, (6ii) months from Lessor shall have the date of casualty or taking Tenant may right to immediately terminate this Lease upon written notice to Lessee, (iii) Lessee shall be obligated to use any insurance proceeds actually received by notice given Lessee to Landlord within 30 reasonably clean up the Lessee Assets, Additional Improvements and Leased Premises and (iv) Lessor shall have the option to purchase the Lessee Assets and Additional Improvements for the Purchase Price (the “Casualty Purchase Option”), as determined in accordance with Section 7.3(d). (d) If Lessor elects to exercise the Casualty Purchase Option, Lessor shall notify Lessee in writing (the “Option Notice”). Promptly thereafter, Lessor and Lessee shall engage a mutually-acceptable independent appraiser with experience in valuing petrochemical production assets to determine the fair market value of the Lessee Assets and the Additional Improvements (the “Fair Market Value”), which is the price at which a willing buyer would be willing to buy, and a willing seller would be willing to sell, each under no compulsion, the Lessee Assets and Additional Improvements in their then-current condition. The closing of the purchase and sale of the Lessee Assets and Additional Improvement shall occur on the closing date set forth in the Option Notice (the “Option Closing Date”), which date shall not be more than 90 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition Lessor’s delivery of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or Option Notice. At such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premisesclosing, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.(i) Lessee shall

Casualty. and Taking ------------------- In case during the Term all or any substantial part A&M has heretofore made available to Purchaser evidence of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of all fire and casualty insurance on any of the injury shall be abated from the date Premises maintained by A&M and Sellers, a list of casualty or taking which is set forth on SCHEDULE 7.6, which insurance A&M and Sellers agree to maintain in effect until the Premises Closing. If, prior to the Closing, any Assets are destroyed or become inoperable as a result of any casualty, loss or damage in an amount, individually and without reference to any other occurrences of casualty, loss or damage, of $300,000 or more (a "MATERIAL CASUALTY LOSS"), and prior to the Closing A&M or Sellers have not repaired, restored or replaced such remainder Assets to a condition substantially equivalent to the condition thereof immediately prior to such Material Casualty Loss, then Purchaser may, at its election exercised by written notice, terminate this Agreement, without any further obligation to Sellers. If, notwithstanding a Material Casualty Loss, Purchaser shall not have been restored by Landlord terminated this Agreement, or if prior to the Closing any Assets are destroyed or become inoperable as a result of any casualty, loss or damage not constituting a Material Casualty Loss, the parties shall proceed with the Closing in accordance with this Agreement (with no reduction in the Purchase Price), but at the Closing, Sellers shall assign all proceeds of insurance relating to such casualty, loss or damage to Purchaser, and in case shall pay to Purchaser the amount of any deductible, co-pay or self-insurance relating thereto. The parties acknowledge and agree that, notwithstanding the terms of Section 8.1(g), this Agreement shall not be deemed terminated at any time prior to January 5, 2004 if a Material Casualty Loss has occurred and A&M or Sellers are taking which permanently reduces reasonable and appropriate actions to repair, restore or replace the area of damaged property to a condition substantially equivalent to the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termcondition thereof immediately prior to such Material Casualty Loss.

Casualty. and Taking ------------------- In case during 14.1 If the Term all or any substantial part of the Premises, the Building or the Lot Leased Premises are damaged materially by fire fire, earthquake, or other casualty other than caused by the acts or omissions of the Lessee or Lessee's employees, agents, invitees or customers, to the extent that the ordinary business of the Lessee cannot reasonably be conducted therein, and if such damage cannot be or is not, within reasonable diligence, repaired by action the Lessor within ninety (90) days from the happening of public the injury, then either Lessor or Lessee shall have the option of terminating this Lease by written notice delivered to the other authority party within thirty (30) days following the happening of said injury. If either Lessor or Lessee elects to terminate this Lease as aforesaid, Lessee shall immediately vacate and surrender possession of the Leased Premises to Lessor; provided, however, that if the Lessor elects to terminate the Lease and damage to the Leased Premises is not in consequence thereofexcess of twenty-five (25%) percent, Lessee has the option to make repairs and deduct costs of such repairs from rental payments, or otherwise be reimbursed by the Lessor for such repairs, and Lessee shall not have to vacate the Leased Premises. If neither Lessee nor Lessor elects to terminate this Lease, or if the Leased Premises are taken not damaged to the extent that the damage unreasonably interferes with the conduct of the Lessee's ordinary business, Lessor shall proceed with said repairs with all reasonable diligence. 14.2 If the damage and repairs to the Leased Premises do not unrea- sonably interfere with the business being conducted by eminent domain the Lessee, there shall be no reduction in rent. In all other events, the rent shall be proportion- ately abated to the degree that Lessee's use of the Leased Premises is impaired by the damages to the Leased Premises. Should the damage to the Leased Premises be so extensive as to render the Leased Premises untenable, and both parties elect not to terminate the Lease, then rent payments hereunder shall cease until the Leased Premises shall be repaired by the Lessor. 14.3 Nothing in this Lease shall make Lessor liable to repair or Landlord receives compensable rebuild Lessee's furniture, fixtures or personal property, nor shall Lessor be liable for any compensation or damage by reason of anything lawfully done such interruption of Lessee's business through any such casualty, destruction or damage, or arising from the necessity of repairing any portion of the Leased Premises affected by such damage. 14.4 Proceeds from insurance on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases the Leased Premises and for improve- ments and betterments in the Building, which may Leased Premises shall be made notwithstanding Landlord's entire interest may be divested, by notice given paid to Tenant within 60 days after the Lessor upon the occurrence of any loss for repair of the event giving rise to the election to terminate which notice shall specify the effective date of terminationLeased Premises, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify is terminated in accordance with the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions terms of this Section 7.1) to restore 14, shall be used for whatever purpose the PremisesLessor shall determine, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), except that if the damage to the condition Leased Premises is not in excess of twenty-five (25%) percent, and the Lessee elects to make the repairs, the insurance proceeds attributable to those repairs shall be paid to the Lessee. No losses shall be adjusted without the approval of Lessor. 14.5 If the destruction or casualty was caused by an act or omission of the Premises immediately prior Lessee, its employees, agents or invitees, Lessee shall pay to the casualty Lessor the difference between the actual cost of rebuilding or taking repairing the Leased Premises and a just proportion of any insurance proceeds received by the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLessor.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same within one hundred eighty (180) days after such casualty (the "Scheduled Completion Date"); provided, however, Landlord's obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally in the Leased Premises on the Commencement Date. Notwithstanding the foregoing, Landlord shall not be in default for failing to timely complete such restoration and repair unless Tenant provides to Landlord written notice of default for such failure on or after the Scheduled Completion Date and Landlord fails to complete such restoration and repair within thirty (30) days of receiving such notice. The Monthly Rental Installments shall proportionately xxxxx during the time that the Leased Premises or any part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date; or (b) destroyed by action of public or other authority in consequence thereofa casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityinsufficient to rebuild the Building and the Leased Premises; then, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premisesclause (a) casualty, if the remainder is insufficient for use for Tenant's purposeseither Landlord or Tenant may, and Landlord receives written notice thereof signed by Tenantor, or in the case of casualty or taking if a clause (b) casualty, then Landlord may, upon thirty (30) days' written notice to the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fireother party, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given with respect to Landlord within 30 days after receipt of Landlord's noticematters thereafter accruing; provided, which notice by Tenant however, that the Monthly Rental Installment shall specify proportionately xxxxx during the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after time that the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Leased Premises or any part thereof are unusable because of any such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termcasualty.

Casualty. and Taking ------------------- DAMAGE OR DESTRUCTION OF PROPERTY. Risk of loss to the Property shall be borne by Seller until Closing. In case during the Term all event of any immaterial damage or destruction to the Property or any substantial part portion thereof, Seller and Buyer shall proceed to close under this agreement, and Seller will assign to Buyer at closing Seller’s rights to receive any insurance proceeds due Seller as a result of said damage or destruction, less any amounts reasonably expended for restoration and collection of proceeds. For purposes of this agreement, the term “immaterial damage or destruction” shall mean any one or more of the Premises, the Building following such instances of damage or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence destruction of the event giving rise to the election to terminate Property: (1)Damage which notice shall specify the effective date can be repaired or restored at a cost of termination, one hundred thousand Dollars ($100,000.00) or if Landlord does not elect to so terminate, less; or (2)Damage which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, can be restored and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed repaired within six one hundred eighty (6180) months days from the date of casualty such damage or taking Tenant may destruction. In the event of any material damage or destruction to the Property or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) days after Buyer is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10 day period to make such election): (i) terminate this Lease by notice given agreement, whereupon the escrow agent shall immediately return the Deposit to Landlord within 30 days after receipt Buyer, or (ii) proceed to close under this agreement, receive any insurance proceeds due Seller as a result of Landlord's noticesuch damage or destruction (less any amounts reasonably expended for restoration and collection of proceeds), which notice by Tenant shall specify the effective date of terminationand assume responsibility for such repair. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of If Buyer fails to deliver to Seller notice of such terminationits election within the period set forth above, Buyer will conclusively be deemed to have elected to proceed with the Closing. If Buyer elects (or is deemed to have elected) to proceed to Closing, Seller will cooperate with Buyer after closing to assist Buyer in any case obtaining the Premises are rendered unfit for use and occupation and insurance proceeds from the Lease is not so terminated, Landlord shall use due diligence (following the expiration insurers of all periods in which either party may terminate this Lease pursuant to the foregoing provisions Seller. For purposes of this Section 7.1) to restore the Premisesagreement “material damage or destruction” shall mean all instances of damage or destruction that are not “immaterial”, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termas defined herein.

Casualty. and Taking ------------------- In case during If the Term all Premises or Project, or any substantial portion of either, shall be damaged by fire or other casualty covered by the insurance carried by Landlord hereunder and the cost of repairing such damage shall not be greater than 10% of the then full replacement cost thereof, then, subject to the following provisions of this Article, Landlord shall diligently proceed to repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance carried by Landlord hereunder, (b) by fire or other casualty covered by insurance carried by Landlord hereunder and Landlord’s mortgagee requires that such insurance proceeds be used to retire the mortgage debt, or (c) to an extent greater than 10% of the then full replacement cost thereof, then Landlord shall have the option (i) to repair or reconstruct the damaged Premises or Project to substantially the same condition as immediately prior to such fire or other casualty, or (ii) to terminate this Lease by so notifying Tenant within thirty (30) days following Landlord’s receipt of its insurance adjustment (which Landlord shall promptly apply for following the occurrence of such fire or casualty) after the date of such fire or other casualty, such termination to be effective as of the date of such fire or other casualty. The Rent required to be paid hereunder shall be abated in proportion to the portion of the Premises, if any, which is rendered untenantable (as defined in Section 5.03 hereof) by fire or other casualty hereunder until repairs of the Premises are completed, or if the Premises are not repaired, until the Expiration Date hereunder commencing as of the date of such fire or casualty. Other than such rental abatement, no damages, compensation or claims shall be payable by Landlord for loss of the use of the whole or any part of the Premises, Tenant’s personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. If the Building damage results from the fault or the Lot are damaged materially by fire negligence of Tenant, its agents, employees, licensees or invitees, Tenant shall not be entitled to any abatement or reduction of any Rent or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposessums due hereunder, and Landlord receives written notice thereof signed such damage shall be repaired by Tenant, or at Landlord’s option by Landlord, at Tenant’s expense. If this Lease is terminated as provided in (c) (ii) above, all Rent shall be apportioned and paid up to the case date of casualty such termination. Landlord shall not be required to repair or taking if the time needed replace any furniture, furnishings, or other personal property that Tenant may be entitled to do the construction work necessary to put remove from the Premises or any property constructed and installed by or for Tenant pursuant to Section 6.01 hereof or any installations in excess of building standard. In the event (i) in the opinion of a reputable third party contractor selected by Landlord within twenty (20) days following Landlord’s receipt of its insurance adjustment, such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is repairs and/or reconstruction cannot reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually be substantially completed using diligent efforts within six one hundred twenty (6120) months from days after the date of casualty the commencement of such repair and/or reconstruction work or taking (ii) Landlord commences such repairs and/or reconstruction and such repairs and/or reconstruction are not substantially completed using diligent efforts within one hundred eighty (180) days after the date of Landlord’s receipt of its insurance adjustment, Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt effective as of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of the occurrence of such fire or casualty by delivering written notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant termination to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLandlord.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially Leased Premises by fire or other casualty or by action of public or other authority in consequence thereofcasualty, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in agrees to promptly restore and repair the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given Leased Premises to Tenant within 60 days after the occurrence of the event giving rise a condition substantially similar to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than that existed immediately prior to such firedestruction; including, other Landlord's obligation to reconstruct all of the tenant finish improvements as were originally required to be made by Landlord as per EXHIBIT "B" AND "B-1" (INCLUSIVE OF THE PHASE II WORK). Minimum Annual Rent and Additional Rent shall proportionately xxxxx from the date of destruction in the Leased Premises and continuing through the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (i) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date; or taking. In (ii) destroyed by a casualty which is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises; then, in case of a taking of part of the Premisesclause (i) casualty, if the remainder is insufficient for use for Tenant's purposeseither Landlord or Tenant may, and Landlord receives written notice thereof signed by Tenantor, or in the case of casualty or taking if a clause (ii) casualty, then Landlord may, upon thirty (30) days' written notice to the time needed other party, terminate this Lease with respect to do matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the construction work necessary terms of this paragraph and in the event of a destruction agrees to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated accept any offer by the Landlord to exceed six monthsprovide Tenant with comparable space within the project in which the Leased Premises are located on the same terms as this Lease. Notwithstanding the provisions of this paragraph, if any such damage or if destruction occurs within the final year of the term hereof, then Landlord's restoration work is not actually completed within six (6) months from , in its sole discretion, may, without regard to the date of casualty or taking Tenant may aforesaid 180-day period, terminate this Lease by written notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermTenant.

Casualty. and Taking ------------------- In case during If the Term all Premises or any a substantial part of the Premises, the Building or the Lot are damaged materially portion thereof is rendered untenantable by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable and the damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may cannot be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant repaired within 60 ninety (90) days after Landlord has received insurance proceeds, then either Landlord or Tenant may, within thirty (30) days after such determination, give the other notice of termination of this Lease, and the Term shall expire thirty (30) days after such notice is given, with rent being apportioned as of the date of Lease termination. If any lender with respect to a loan secured in whole or part by the Premises requires that insurance proceeds be applied to reduce the mortgage indebtedness upon the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of terminationa fire or other casualty, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by upon sixty (60) days’ prior written notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of terminationTenant. The effective date of termination specified If either by Landlord or Tenant shall be has not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminatedelected to terminate as herein provided, Landlord shall use due diligence (following repair the expiration of all periods in which either party may terminate this Lease pursuant Premises but only to the foregoing provisions extent of this Section 7.1) the insurance proceeds actually received by Landlord. If insurance proceeds paid to restore Landlord are not sufficient to complete the Premisesrequired repairs and Landlord elects not to complete same, Landlord shall notify Tenant and Tenant shall have the right to terminate the Lease. During any period it is not possible to occupy the Premises or in case a portion thereof on account of taking what may remain thereof (excluding any items installed repair or paid for by restoration, Tenant which Tenant may be required will have no obligation to remove pursuant to Section 3.1 pay rent or 3.3), other amounts due hereunder allocable to the condition portion of the Premises immediately prior which cannot be occupied, provided Landlord is paid such rent or other amounts through business interruption insurance maintained hereunder. Tenant shall give Landlord prompt written notice of any damage to the casualty Premises by fire or taking and a just proportion other casualty. Landlord’s obligations to restore are strictly limited to the replacement of the fixed rent and additional rent according basic Building area. Landlord shall not be obligated to the nature and extent of the injury shall be abated from the date of casualty restore any Alterations, personal property, furniture, fixtures or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termequipment.

Casualty. and Taking ------------------- In case during the Term If all or any substantial part of the Premises, the Building or the Lot are Property is damaged materially by fire or other casualty occurring prior to the Closing, whether or by action not such damage affects a material part of public the Property, then: 13.1.1 if the Repair Estimate (as hereinafter defined) is less than or other authority equal to Twenty Million Dollars ($20,000,000), neither party shall have the right to terminate this Agreement and the parties shall nonetheless consummate this transaction in consequence thereofaccordance with this Agreement, without any abatement of the Purchase Price or are taken by eminent domain any liability or Landlord receives compensable damage obligation on the part of Seller by reason of anything lawfully done said destruction or damage; provided, however, that, in such event, (a) Seller shall assign to Buyer and Buyer shall have the right to make a claim for and to collect and retain (x) any casualty insurance proceeds payable under the casualty insurance policies in effect with respect to the Property on pursuance account of public said physical damage or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in destruction as necessary to perform repairs to the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given Property and/or to Tenant within 60 days after rebuild the Property to substantially the same condition as existed prior to the occurrence of the event giving rise such fire or other casualty less (y) any costs incurred by Seller to collect such proceeds and any portion of such proceeds that Seller uses to make temporary or emergency repairs to the election Property and (b) Buyer shall receive a credit against the balance of the Purchase Price due at Closing for the unpaid amount of the deductible on such casualty insurance policy. In such event, upon receipt of such casualty insurance proceeds, Buyer shall restore the Property to the condition that existed prior to the occurrence of such fire or other casualty. 13.1.2 if the Repair Estimate exceeds Twenty Million Dollars ($20,000,000), Buyer shall have the option, exercisable within fifteen (15) Business Days after receipt by Buyer of the Repair Estimate as described in Sections 13.2 and 13.3 hereof (but subject to Buyer’s right to object to the Repair Estimate), TIME BEING OF THE ESSENCE, to terminate which this Agreement by delivering notice thereof to Seller, whereupon the Deposit shall specify be returned to Buyer, subject to the effective terms and conditions of Section 16 hereof, and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any further rights or liabilities against or to the other except for the Effective Date Surviving Obligations. If a fire or other casualty described in this Section 13.1.2 occurs, and Buyer does not timely elect to terminate this Agreement, then Buyer and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of said destruction or damage and, in such event, (a) Seller shall assign to Buyer and Buyer shall have the right to make a claim for and to collect and retain (x) any casualty insurance proceeds payable under the casualty insurance policies in effect with respect to the Property on account of said physical damage or destruction as necessary to perform repairs to the Property and/or to rebuild the Property to substantially the same condition as existed prior to the occurrence of such fire or other casualty less (y) any costs incurred by Seller to collect such proceeds and any portion of such proceeds that Seller uses to make temporary or emergency repairs to the Property and (b) Buyer shall receive a credit against the balance of the Purchase Price due at Closing for the unpaid amount of the deductible on such casualty insurance policy. In such event, upon receipt of such casualty insurance proceeds, Buyer shall restore the Property to the condition that existed prior to the occurrence of such fire or other casualty. Notwithstanding anything to the contrary in Section 13.1.1 or Section 13.1.2, if casualty insurance proceeds or the right to make a claim for and to collect such proceeds under the casualty insurance policies are to be assigned pursuant to Section 13.1.1 or Section 13.1.2, but same shall not be assignable, and/or such proceeds shall be insufficient to repair the Property and/or to rebuild the Property to substantially the same condition as existed prior to the occurrence of such fire or other casualty, then same shall be deemed a failure of a condition precedent to Buyer’s obligation to proceed to Closing. 13.1.3 The estimated cost to repair and/or restore (the “Repair Estimate”) shall be established by estimates obtained by Seller from independent contractors, subject to Buyer’s review and reasonable approval and the provisions of Section 13.1.4 hereof. 13.1.4 Any disputes under this Section 13 as to the estimated cost of repair or restoration shall be resolved by expedited arbitration before a single arbitrator acceptable to both Seller and Buyer in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided, however, that if Seller and Buyer do not agree on an arbitrator within five (5) days after a dispute arises, then either party may request the American Arbitration Association to designate an arbitrator in the Borough of Manhattan, New York. Such arbitrator shall be an independent architect having at least ten (10) years of experience in the construction of first-class office/retail buildings in Manhattan. The determination of the arbitrator shall be conclusive and binding upon the parties. The costs and expenses of such arbitrator shall be borne equally by Seller and Buyer. Each party shall have the opportunity to submit a written report of up to 10 pages in connection with any such dispute. 13.1.5 If the Repair Estimate is not delivered to Buyer at least fifteen (15) Business Days prior to the then Scheduled Closing Date in accordance with the terms hereof, the Scheduled Closing Date shall automatically be extended until the later of (I) the date that is fifteen (15) Business Days following the delivery of such estimate in accordance with the terms hereof and (II) if any dispute is submitted to arbitration in accordance with Section 13.3 hereof, then fifteen (15) Business Days following the date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate the determination of the time needed arbitrator. 13.1.6 Notwithstanding anything to put the Premises or such remainder contrary contained in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premisesthis Agreement, if the remainder Property is insufficient for use for Tenant's purposes, damaged by fire or other casualty and Landlord receives written notice thereof signed by Tenant, or this Agreement is not terminated in the case circumstances described above, but either (a) greater than twenty-five (25%) percent of casualty the area of the Property is damaged or taking if rendered untenantable or (b) less than twenty-five (25%) percent of the time needed to do area of the construction work necessary to put the Premises Property is damaged or rendered untenantable but such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's repair and restoration work is would not actually be completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of Closing, then either Seller or Buyer, upon notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) other party, may elect not to enter into Seller’s Lease and Buyer may, but shall not be obligated to, repair and restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermProperty.

Casualty. If the Premises or the Building are destroyed or damaged by fire, earthquake or other casualty to the extent that they are untenantable in whole or in part, then Landlord shall, to the extent of the available insurance proceeds plus (except in the case of flood or earthquake) the deductible, proceed with reasonable diligence to rebuild and Taking ------------------- In case during restore the Term all Premises and the Building or any substantial such part thereof as may be damaged as aforesaid, provided that within twenty (20) days after such destruction or damage Landlord will notify Tenant of Landlord's intention to do so and the time period within which such work will be accomplished. If Landlord is to rebuild and/or repair the Premises and/or the Building as provided in the preceding sentence, Tenant agrees to release such insurance proceeds received by Tenant from its insurance carrier with respect to insurance carried by Tenant on the Tenant's Work pursuant to Section 22.c. above. Landlord shall restore and/or repair the Premises and/or the Building (with improvements substantially comparable in quality to the improvements to the Premises existing prior to the casualty) as rapidly as possible, subject to delays beyond Landlord's control. During the period of such rebuilding and restoration the Rent shall be abated in the same ratio as that portion of the Premises rendered untenantable by the damage bears to the whole of the Premises. If Landlord shall fail to notify Tenant, the Building or the Lot are damaged materially as required by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authoritythis Section, this Lease shall, at Tenant's option, at the expiration of the time for the giving of the notice required above, terminate. If Tenant is deprived of elevator access to the Premises as a result of a casualty, Rent shall terminate at Landlord's election, provided Landlord terminates all other leases be abated in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence same ratio as that portion of the event Premises which Tenant reasonably determines is not usable for Tenant's business purposes shall bear to the whole of the Premises during the duration of the period during which such access is unavailable. If the casualty giving rise to the election to terminate which notice shall specify the effective date of terminationdamage is uninsured, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate substantial completion of the time needed to put the Premises or such remainder in as good or better condition restoration of any damage will take longer than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six three hundred sixty (6360) months days from the date of casualty the damage or taking Tenant may destruction, either party shall have the right to terminate this Lease by giving the other party written notice given to Landlord thereof within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 sixty (60) days after the date of notice of such terminationcasualty causing the damage. If in any case In the Premises are rendered unfit for use and occupation and event that the Lease is not so terminatedterminated as provided in this paragraph, Tenant and Landlord shall use due diligence (following agree that each party will make every effort to release the expiration of all periods in which either party may terminate this Lease pursuant insurance proceeds to the foregoing provisions of this Section 7.1) to restore party entitled thereto under the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), Lease to the condition of the Premises immediately prior other party as its respective interest may appear from time to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termtime.

Casualty. and Taking ------------------- In case during the Term If all or any substantial part portion of the Premises, the Building Premises becomes untenantable or the Lot are damaged materially inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by action Landlord to provide Landlord with a written estimate of public the amount of time required, using standard working methods, to substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or other authority in consequence thereofany Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is started, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after Tenant’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate at this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 90 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and Casualty, shall have the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may right to terminate this Lease pursuant to if: (1) the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition Premises have been materially damaged and there is less than 2 years of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from Term remaining on the date of casualty the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or taking until (3) a material uninsured loss to the Building or Premises or such remainder occurs. Tenant shall have been restored by Landlord and the right to terminate this Lease in case the event of a taking which permanently reduces the area Casualty and less than twelve (12) months of the Premises, a just proportion Term remain after the date of the fixed rent and additional rent shall be abated for the remainder of the TermCasualty.

Casualty. and Taking ------------------- In case during the Term all or any substantial part If more than 20% of the Premises, the Building or the Lot are damaged materially is rendered untenantable by fire or other casualty and Landlord reasonably determines (based on the determination of an architect or engineer named by action of public or other authority in consequence thereof, or are taken Landlord and reasonably approved by eminent domain or Landlord receives compensable Tenant) that the damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may cannot be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant repaired within 60 one hundred eighty (180) days after the occurrence Landlord is notified of the event giving rise casualty, then either Landlord or Tenant may, within thirty (30) days after such determination (which shall be provided to Tenant), give the election to terminate which other notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate termination of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesthis Lease, and Landlord receives written the Term and Guaranty shall expire thirty (30) days after such notice thereof signed by Tenantis given, or in the case with rent being apportioned and as of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified If either by Landlord or Tenant have not elected to terminate as herein provided, Landlord shall repair the Building and Premises to the same condition as existed as of the Commencement Date, reasonable wear and tear excepted with reasonable dispatch and in compliance with all Laws at the time of such repair. During any period Tenant is not able to occupy the Premises on account of any repair or restoration, Tenant will have no obligation to pay rent or other amounts due hereunder. Tenant shall give Landlord prompt written notice of any damage to the Building by fire or other casualty. Landlord's obligations to restore are strictly limited to the replacement of the Building and Common Areas. Landlord shall not be obligated to restore any Alterations, personal property, furniture, fixtures or equipment. In the event Landlord fails to perform its restoration obligations by the date which shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case time estimate provided by the Premises are rendered unfit for use and occupation and architect's or engineer's determination noted above, Tenant shall have the Lease is right, but not so terminatedthe obligation, Landlord shall use due diligence (following the expiration of all periods in which either party may to terminate this Lease pursuant and the Guaranty upon ten (10) days' prior notice without any further obligation to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLandlord.

Casualty. (A) SUBSTANTIAL CASUALTY DURING THE LAST EIGHTEEN MONTHS OF THE PRIMARY TERM OR EXTENDED TERM. In the event of any casualty, Lessee shall forthwith provide Lessor with notice of the same. If a casualty shall affect all or a substantial portion of the Premises and Taking ------------------- In case occurs during the Term all or any substantial part last 18 months of the PremisesTerm or at any time during any Renewal Term, if any, and shall render the Building Premises unsuitable for restoration for continued use and occupancy or otherwise unsuitable for continued use and occupancy in Lessee's business, then Lessee may, not later than 60 days after such Casualty, deliver to Lessor (i) notice of its intention to terminate this Lease on the Lot are damaged materially next rental payment date which occurs not less than 60 days after the delivery of such notice (the "Casualty Termination Date"), (ii) a certificate of an authorized officer of Lessee describing the event giving rise to such termination and stating that Lessee has determined that such Casualty has rendered the Premises unsuitable for restoration for continued use and occupancy in Lessee's business. Upon payment by fire or Lessee of all Base Rent, additional rent and other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authoritysums then due and payable hereunder to and including the Casualty Termination Date, this Lease shall terminate at Landlordon the Casualty Termination Date except with respect to obligations and liabilities of Lessee hereunder which have arisen prior to the Casualty Termination Date, and the Net Proceeds shall belong to Lessor. Subsection 15(C) shall govern if this Lease is not terminated pursuant to this subsection 15(A). (B) SUBSTANTIAL CASUALTY DURING THE INTERIM TERM OR THE FIRST THIRTEEN AND ONE HALF YEARS. If a Casualty shall affect all or a substantial portion of the Premises before the end of the thirteenth Lease Year and six months, and shall render the Premises unsuitable for restoration for continued use and occupancy in Lessee's electionbusiness, provided Landlord terminates all other leases in then Lessee may, not later than 60 days after such Casualty, deliver to Lessor (i) notice of its intention to terminate this Lease on the Building, next rental payment date which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within occurs not less than 60 days after the occurrence delivery of such notice (the "Casualty Termination Date"), (ii) a certificate of an authorized officer of Lessee describing the event giving rise to such termination and stating that Lessee has determined that such Casualty has rendered the election Premises unsuitable for restoration for continued use and occupancy in Lessee's business, and (iii) an irrevocable rejectable offer by Lessee to Lessor to purchase on the Casualty Termination Date any remaining portion of the Premises and the Net Proceeds, if any, payable in connection with such Casualty (or the right to receive the same when made, if payment thereof has not yet been made), at the Buyout Price. If items (i), (ii) and (iii) have been sent, Lessor shall elect either (x) to accept said offer and to convey to Lessee or its designee the Premises, and there shall be assigned to Lessee or its designee all of the Net Proceeds (as defined herein) or (y) to reject said offer and agree that this Lease shall terminate on the Casualty Termination Date, except with respect to obligations and liabilities of Lessee hereunder which have arisen prior to the Casualty Termination Date, and the Net Proceeds shall belong to Lessor. The acceptance by Lessor of said offer shall be effective only if given in writing within sixty (60) days after receipt by Lessor of items numerate (i), (ii) and (iii), and only if the Lender (if any), in its sole discretion, provides its written approval of such acceptance within said sixty-day period. If notice of unequivocal acceptance from both Lessor and Lender is not given within said sixty (60) day period, then the offer shall be deemed rejected and the Lease shall be terminated pursuant to this Article. Subsection 15(C) shall govern if this Lease is not terminated pursuant to this subsection 15(B). (C) CASUALTY DURING THE INTERIM TERM OR THE THIRTEEN AND ONE HALF YEARS OF THE PRIMARY TERM OR LESS THAN SUBSTANTIAL CONDEMNATION. If, after a Condemnation or Casualty, Lessee does not give or does not have the right to give notice of its intention to terminate which notice this Lease as provided in subsection 15(A), 15(B) or 12(A), then this Lease shall specify the effective date of terminationcontinue in full force and effect and Lessee shall, at its expense, rebuild, replace or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put repair the Premises or such remainder in conformity with the requirements of this Lease so as good or better condition than existed to restore the Premises (in the case of Condemnation, as nearly as practicable) to the condition, character and fair market value thereof immediately prior to such fire, other casualty Casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of terminationCondemnation. The effective date of termination specified either by Landlord or Tenant Net Proceeds shall be not less than 15 nor more than 30 days after used and made available to Lessee for any such rebuilding, replacement or repair. If the date cost of notice any rebuilding, replacement or repair required to be made by Lessee pursuant to this subsection 15(C) shall exceed the amount of such termination. If in any case Net Proceeds, the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury deficiency shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored paid by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLessee.

Casualty. and Taking ------------------- In case during Seller assumes all risks for damage to or injury occurring to the Term all Property by fire, storm, accident, or any substantial part of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action cause (a “Casualty”) until the Closing. Immediately after Seller has received notice of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of any Casualty between the event giving rise date hereof and the Closing, Seller shall give Purchaser written notice thereof (a “Casualty Notice”), which Casualty Notice shall state the type, location and amount of damage to the election to terminate which notice shall specify the effective date of termination, Shopping Center or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding any Apartment Complex and Seller’s good faith estimate of the time needed cost to put the Premises or complete repairs of such remainder in as good or better condition than existed immediately Casualty. (a) If prior to the Closing such firea Casualty shall occur and the cost to complete repairs of such Casualty shall be greater than or equal $1,000,000 with respect to the Shopping Center or any one Apartment Complex, other casualty or taking. In case greater than or equal to $2,500,000 in the aggregate with respect to the Shopping Center and all Apartment Complexes, as determined by Purchaser in its reasonable discretion, then in any such event, Purchaser may, at its sole option, (i) terminate this Agreement with respect to the Property which was the subject of such Casualty Notice, or (ii) terminate this Agreement in its entirety, by written notice to Seller (any such notice, a taking of part of “Casualty Termination Notice”) within ten (10) Business Days after Purchaser has received the PremisesCasualty Notice (provided, however, if the remainder Closing is insufficient scheduled for use for Tenant's purposesa date which is less than ten days after Purchaser’s receipt of the Casualty Notice the Closing shall be postponed until ten days after Purchaser’s receipt of the Casualty Notice), specifying whether the termination will be with respect to an individual Property or the Agreement in its entirety. In the event (A) the Casualty Termination Notice specifies a termination with respect to the Shopping Center or an individual Apartment Complex only, then this Agreement automatically shall be deemed to have been amended and (i) the Purchase Price shall be deemed to be reduced by the amount of the Purchase Price allocated to such Apartment Complex or Shopping Center, (ii) the Exxxxxx Money and all interest earned thereon with respect to the Exxxxxx Money allocated to such Apartment Complex or Shopping Center shall be returned to Purchaser, and Landlord receives written notice thereof signed (iii) the Apartment Complex or Shopping Center which is the subject of such Casualty Notice shall be eliminated from the Property being purchased hereunder, or (B) Purchaser elects to terminate this Agreement in its entirety, this Agreement shall be null and void, the Exxxxxx Money shall be returned to Purchaser and neither party shall have any further liability or obligations to the other (except as specifically provided in this Agreement). (b) If (i) Purchaser has the right, but elects not to terminate this Agreement as set forth in clause (a) of this Section 10.1, or (ii) the cost to complete repairs of such Casualty shall be less than $1,000,000 with respect to the Shopping Center or any one Apartment Complexes, or $2,500,000 in the aggregate with respect to the Shopping Center and all Apartment Complex, as determined by TenantPurchaser in its reasonable discretion, then the Closing shall take place as provided herein, and at the Closing Purchaser shall receive a credit to be applied toward the Purchase Price in an amount equal to (A) the cost to complete the repairs of such Casualty(ies) as determined by Purchaser in its reasonable discretion, if the cost to complete repairs of such Casualty shall be less than $1,000,000 with respect to the Shopping Center or any one Apartment Complexes, or $2,500,000 in the aggregate with respect to the Shopping Center and all Apartment Complex, or (B) the threshold amounts enumerated above, individually or in the aggregate, as the case of casualty or taking may require, if the time needed cost of repairs for such Casualty(ies) shall exceed such thresholds, and there shall be assigned to do Purchaser all of Seller’s rights, titles and interest in and to any insurance policies covering such Casualty (including rental interruption insurance) and all proceeds to be paid thereunder in excess of the construction work necessary amount of the credit given to put Purchaser, as may be then uncollected. Seller shall credit against the Premises or Purchase Price, at Closing, an amount equal to the deductible under such remainder in as good or better condition than existed immediately prior policy applicable to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of terminationcasualty. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days From and after the date Closing Date or the Villa Tuscany Closing Date, as applicable, Seller agrees to execute, acknowledge and deliver each and every such further reasonable acts, agreement, assignments, notices of notice of assignments, reasonably requested by Purchaser or its insurance company in connection with any such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermCasualty.

Casualty. and Taking ------------------- In case (a) If, during the Term all Sublease Term, the Demised Premises shall be partially or any substantial part totally damaged or destroyed by fire or other casualty, Sublessee shall immediately notify Sublessor and Master Lessor of the existence and extent of such damage. If the Sublease is not terminated as provided in paragraph (b) below, Master Lessor is obligated to repair the Demised Premises as provided in EXHIBIT F, and Sublessor shall have no liability to Sublessee with respect to such repairs. If the Demised Premises are rendered untenantable in whole or in part as a result of a fire or other casualty, then all rent accruing after the occurrence of any such fire or other casualty and prior to the completion of the repair of the Demised Premises by Master Lessor as provided in EXHIBIT F will be equitably and proportionately abated to reflect the untenantable portion of the Demised Premises. Notwithstanding the foregoing, Sublessee's rent will only be abated if and to the Building extent Sublessor's rent under the Master Lease is abated as provided in EXHIBIT F. Sublessor will not be liable to Sublessee for any inconvenience or interruption to Sublessee's business occasioned by such fire or other casualty or the Lot concomitant repair of the Demised Premises. (b) If the Demised Premises are damaged materially by fire or other casualty and such damage would give Sublessor as "Tenant" the right under EXHIBIT F to terminate the Master Lease, Sublessee shall also have the option to terminate this Sublease by giving written notice to Sublessor within twenty (20) days after receipt from Sublessor of Master Lessor's notice of intent to repair such damage. If Sublessee shall not respond within such 20-day period, Sublessee shall be conclusively deemed to have waived the option to terminate hereunder. If the Sublessor as "Tenant" would have the right under EXHIBIT F to terminate the Master Lease following damage or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in destruction to the Building, which may be made notwithstanding Landlord's entire interest may be divestedregardless whether or not the Demised Premises is damaged, by notice given to Tenant within 60 days after Sublessor shall also have the occurrence of the event giving rise to the election option to terminate which this Sublease by giving written notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of Sublessee within the time needed period provided in EXHIBIT F for termination notice to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such terminationMaster Lessor. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may Master Lessor elects to terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition terms of the Premises immediately prior Master Lease set forth in EXHIBIT F, Sublessor shall give prompt notice thereof to the casualty or taking Sublessee and a just proportion this Sublease shall terminate as of the fixed rent and additional rent according to same date as the nature and extent Master Lease terminates. If notice of termination is given by either party or Master Lessor, this Sublease shall terminate on the injury shall be abated from same date as the date of casualty or taking until Master Lease would terminate if the Premises or such remainder shall have been restored option under EXHIBIT F were exercised by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermSublessor as "Tenant" thereunder.

Casualty. and Taking ------------------- In case during (a) If the Term all Leased Premises are partially or any substantial part of the Premises, the Building or the Lot are damaged materially by totally destroyed due to fire or other casualty or by action of public or other authority in consequence thereofcasualty, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityshall diligently repair the Improvements, this Lease and Rent shall terminate at Landlord's election, provided Landlord terminates all other leases in axxxx proportionately to the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence portion of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Leased Premises, if the remainder is insufficient for use for Tenant's purposesany, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months rendered untenantable from the date of the casualty until Landlord’s repairs have been substantially completed. Tenant agrees that during any period of reconstruction or taking Tenant may terminate this Lease by notice given repair of the Leased Premises, it will continue the operation of the Leased Premises to Landlord within 30 days after receipt the extent reasonably practicable. (b) Notwithstanding anything to the contrary contained herein, if the casualty damage to the Leased Premises is such that in the reasonable opinion of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either a reputable general contractor retained by Landlord or (which Landlord shall provide to Tenant shall be not less than 15 nor more than 30 within forty-five (45) days after the date of the damage or destruction), such reconstruction or repair cannot be completed within two hundred seventy (270) days after the date of the damage or destruction (the “Repair Period”), Landlord or Tenant may, at its option, terminate this Lease on notice to the other party within thirty (30) days after Landlord delivers to Tenant such general contractor’s opinion, and Tenant shall deliver vacant possession of such termination. If the Leased Premises in any case accordance with the Premises are rendered unfit for use and occupation and the terms of this Lease. (c) In addition, if this Lease is not so terminatedterminated pursuant to the termination rights set forth above, and Landlord’s reconstruction or repair of the Premises is not completed within the Repair Period, then Tenant shall have the right to terminate this Lease by written notice to Landlord shall use due diligence delivered within thirty (following 30) days after the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermRepair Period.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, (a) If the Building or the Lot are any part thereof is damaged materially or destroyed by fire or other casualty or by action of public or other authority Tenant shall immediately notify Landlord. If in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Buildingreasonable estimation, which may shall be made notwithstanding Landlord's entire interest may conclusive, the Building cannot be divested, by notice given to Tenant fully repaired or restored within 60 one hundred eighty (180) days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of terminationcasualty, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by written notice given to Landlord Tenant within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 thirty (30) days after the date of notice the damage or destruction. (b) Unless this Lease is terminated pursuant to Section 10(a) or 10(d), Landlord shall restore the Building to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of such terminationthe partitions, fixtures, additions and other improvements constructed or installed in or about the Premises for the benefit of or by Tenant. If such restoration has not been substantially completed within 180 days after the casualty (subject to Section 16(b)), Tenant may, as Tenant's sole remedy, terminate this Lease by prompt written notice to Landlord. (c) If Tenant determines in any case its reasonable estimation that continuation of business in the Premises is not practical pending reconstruction provided that Tenant has vacated the Premises and is not using the same for the operation of business, Rent due and payable hereunder shall abatx, xxless caused by Tenant's negligence or willful misconduct and provided that Landlord recovers such Rent through insurance coverage passed through to Tenant, for the period commencing with such damage or destruction until reconstruction is substantially completed or until business is totally or partially resumed, whichever is earlier. (d) If insurance proceeds (not including deductibles) are rendered unfit for use not sufficient to cover ninety percent (90%) of the cost to repair and occupation restore the Premises or the Building to substantially its condition immediately before such damage and the Lease destruction, Landlord may provide written notice to Tenant, within thirty (30) days after notice to Landlord that said damage or destruction is not so terminatedcovered. Within thirty (30) days of receipt of said notice from Landlord, Tenant may provide written notice to Landlord that Tenant shall pay the difference between the amount of the insurance proceeds and ninety percent (90%) of the costs to repair and restore the Building. If Tenant delivers such notice to Landlord, Landlord shall use due diligence (following rebuild and repair the expiration of all periods Building in which either party accordance with this Section. If Tenant fails to deliver such notice to Landlord, this Lease shall terminate. If any present or future mortgagee requires that insurance proceeds be applied to the indebtedness secured by its mortgage, Landlord may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.written notice to

Casualty. (a) If the Lessee Assets and Taking ------------------- In case during the Term all Additional Improvements are destroyed or any substantial part damaged (each, a “Casualty Event”), and if, in the reasonable opinion of Lessee, such Casualty Event materially and adversely affects Lessee’s use and operation of the PremisesLessee Assets, then Lessee shall have the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofright, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 180 days after the occurrence of such Casualty Event, to terminate this Lease by written notice to Lessor. In the event giving rise this Lease is terminated pursuant to the election to terminate which notice this Section 7.3, (i) all charges paid or owing hereunder shall specify be prorated as of the effective date of such termination, (ii) Lessee shall be entitled to any insurance proceeds applicable to the Lessee Assets and the Additional Improvements, and (iii) Lessee shall, in good faith and with due diligence, remove all Lessee Assets and Additional Improvements from the Leased Premises, and repair and restore any damage to the Leased Premises or if Landlord the remainder of the Lake Xxxxxxx Complex caused by such removal, at Lessee’s sole cost and expense. (b) In the event Lessee does not timely elect to so terminateterminate this Lease following the occurrence of a Casualty Event in accordance with Section 7.3(a), Lessee shall repair and restore any damaged or destroyed Lessee Assets and/or Additional Improvements to substantially the condition in which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than Lessee Assets and/or Additional Improvements existed immediately prior to the applicable Casualty Event. Such repair and restoration by Lessee shall be performed in good faith and with due diligence, subject to Lessee’s receipt of any required building or construction permits. (c) If, notwithstanding Section 7.3(b), Lessee fails to act in good faith or to use due diligence to repair and restore the Lessee Assets and Additional Improvements to the required condition within a reasonable time, then (i) Lessor shall have the right to take such fire, other casualty actions as are necessary or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesreasonable to effect such repair and restoration (and Lessee shall take all actions reasonably necessary to facilitate Lessor’s actions), and Landlord receives written notice thereof signed by Tenant, insurance proceeds with respect to any remaining repair or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six shall be payable to Lessor, (6ii) months from Lessor shall have the date of casualty or taking Tenant may right to immediately terminate this Lease upon written notice to Lessee, (iii) Lessee shall be obligated to use any insurance proceeds actually received by notice given Lessee to Landlord within 30 days after receipt reasonably clean up the Lessee Assets, Additional Improvements and Leased Premises and (iv) Lessor shall have the option to purchase the Lessee Assets and Additional Improvements for the Purchase Price (the “Casualty Purchase Option”), as determined in accordance with Section 7.3(d). (d) If Lessor elects to exercise the Casualty Purchase Option, Lessor shall notify Lessee in writing (the “Option Notice”). Promptly thereafter, Lessor and Lessee shall engage a mutually-acceptable independent appraiser with experience in valuing petrochemical production assets to determine the fair market value of Landlord's noticethe Lessee Assets and the Additional Improvements (the “Fair Market Value”), which notice by Tenant shall specify is the effective date of terminationprice at which a willing buyer would be willing to buy, and a willing seller would be willing to sell, each under no compulsion, the Lessee Assets and Additional Improvements in their then-current condition. The effective closing of the purchase and sale of the Lessee Assets and Additional Improvement shall occur on the closing date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after set forth in the date of notice of such termination. If in any case Option Notice (the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3“Option Closing Date”), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury which date shall not be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.more

Casualty. and Taking ------------------- (a) In case during the Term event that all or any substantial part portion of the Premises, the Building Property shall be damaged or the Lot are damaged materially destroyed by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fireClosing, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives Purchaser may terminate this Contract by written notice thereof signed by Tenantto Seller within ten (10) days after Seller notifies Purchaser of the casualty, or and in the case of casualty or taking if such termination, the time needed Xxxxxxx Money Deposit shall be returned to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such firePurchaser and neither party shall have any further rights, other casualty or is reasonably estimated by the Landlord to exceed six monthsduties, or if Landlord's restoration work is obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given Contract as aforesaid, then both parties shall proceed to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify close the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease transaction contemplated herein pursuant to the foregoing provisions terms hereof, in which event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) together with any deductible under Seller's insurance policy and assign to Purchaser all of Seller's right, title and interest in and to any claims which Seller may have under the insurance policies covering the Property, and there shall be no reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 7.19.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than Seven Hundred Thirty-Three Thousand Six Hundred and No/100 Dollars ($733,600.00). Notwithstanding anything in Section 9.2(a) to restore the Premisescontrary, or if Purchaser has not timely elected to terminate in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to accordance with Section 3.1 or 3.39.2(a), and if the proceeds payable with respect to the condition Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Premises immediately prior Purchase Price shall be paid to Seller (in addition to the casualty or taking and a just proportion of Purchase Price) at the fixed rent and additional rent according to Closing. The foregoing provision shall survive the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermClosing.

Casualty. and Taking ------------------- In case during the Term all event that the whole or any substantial part of the Premises, the Building (whether or not there is damage to the Lot are Premises), or access thereto, is damaged materially by fire or other casualty or by action of public or other authority in consequence thereofcasualty, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in then the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant Authority may terminate this Lease by written notice given to Landlord Tenant of its election within 30 thirty (30) days after receipt the date of Landlord's notice, which notice by Tenant shall specify the damage specifying the effective date of termination. The effective date specified in such notice shall be considered the Expiration Date hereunder. In the event the Authority does not terminate this Lease under the foregoing provision, this Lease shall remain in full force and effect, subject to the following provisions. The Authority shall promptly repair any and all damage to the Premises, which is required to be repaired by the Authority under Section 7.2 of termination specified either this Lease, to substantially the condition the same was in immediately prior to such damage. Notwithstanding the foregoing, the Authority shall not be required to expend for such repairs and restoration, any amount in excess of any net insurance proceeds received. The Authority may, at its election, require Tenant to undertake repairs to the Premises otherwise required hereunder to be completed by Landlord or the Authority, provided the Authority reimburses Tenant (within thirty (30) days after submission of a request therefor containing such information as the Authority may reasonably require) for the reasonable costs of repair thereof. Tenant shall promptly repair any and all damage to the Premises and Tenant Improvements which Tenant is required to repair and maintain under Section 7.3 in accordance with the requirements of Article 7 and shall return such portions of the Premises substantially to the condition existing immediately prior to such casualty. Tenant shall use diligent efforts to complete all repairs and restoration to be not less than 15 nor more than 30 made by Tenant as expeditiously as possible, but in any event within ninety (90) days after the date of notice of the damage. In the event Tenant fails to complete its repairs within such termination. If in any case period, the Premises are rendered unfit for use and occupation and Authority shall have the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may right thereafter to terminate this Lease pursuant to the foregoing provisions of this Section 7.1by giving Tenant thirty (30) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termdays written notice.

Casualty. and Taking ------------------- In case during (a) If, prior to the Term all or Closing, the Improvements on any substantial part of the Premises, the Building Properties are destroyed or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or takingany act or occurrence (“Casualty”), Sellers shall notify Purchaser thereof promptly after Sellers become aware thereof. (b) In the event that a Casualty is of a nature that results in material destruction of or material damage to the Improvements (with the materiality of any such destruction or damage to be determined by Sellers in their reasonable discretion and with Sellers notifying Purchaser of their determination with respect to such materiality as soon as reasonably practicable after such Casualty) (“Material Casualty”) at any of the Properties, then Purchaser shall have the right to exclude up to three (3) of such Properties (each a “Material Casualty Excluded Property” and collectively, the “Material Casualty Excluded Properties”) prior to the Closing Date by delivering a written notice (a “Notice of Material Casualty Exclusion”) to Sellers of Purchaser’s election to exclude a Material Casualty Excluded Property and any such Material Casualty Excluded Property shall not be counted towards the Excluded Properties described in Section 7.3 of this Agreement. In case the event Purchaser timely delivers a Notice of Material Casualty Exclusion pursuant to the immediately preceding sentence, then the Purchase Price shall be adjusted to account for the exclusion of such Material Casualty Excluded Property or Material Casualty Excluded Properties by deducting the amount of the Purchase Price allocated to such Properties on Schedule I and neither party shall have any further rights or obligations hereunder with respect to such Material Casualty Excluded Property or Material Casualty Excluded Properties, except for the obligations expressly deemed, pursuant to the terms and provisions of this Agreement, to survive the termination of this Agreement. (c) In the event of a taking Material Casualty that does not result in a Material Casualty Excluded Property pursuant to Section 13.1(b) (as a result of part either (i) Purchaser does not elect to deliver a Notice of the Premises, if the remainder is insufficient Material Casualty Exclusion for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenantsuch Property, or in (ii) Purchaser has already delivered to Sellers a Notice of Material Casualty Exclusion for three (3) Material Casualty Excluded Properties), then either party shall have the case of casualty or taking if the right, at any time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fireClosing, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may elect to terminate this Lease Agreement by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of providing written notice of such terminationelection to the other party. If in any case In the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate event that Purchaser terminates this Lease Agreement pursuant to the foregoing provisions of immediately preceding sentence, the Termination Fee, including all interest earned thereon shall be retained by Sellers, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for the obligations which are expressly deemed to survive such termination pursuant to the terms hereof. In the event that Sellers terminate this Agreement pursuant to this Section 7.1) 13.1(c), the Termination Fee, including all interest earned thereon shall be returned to restore Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant obligations which Tenant may be required are expressly deemed to remove survive such termination pursuant to Section 3.1 the terms hereof. (d) Should either (i) the Casualty be determined by Sellers not to be a Material Casualty (in which case neither party shall have a right to terminate this Agreement on account of such destruction or 3.3)damage) or (ii) the Casualty be determined by Sellers to be a Material Casualty but neither party shall have elected to terminate this Agreement as aforesaid, then this Agreement shall continue in force and effect provided, however, that should the Casualty not have been repaired prior to Closing then any proceeds of insurance with respect to such Casualty actually received by Sellers (and not in excess of the Purchase Price) shall be handled pursuant to the condition terms of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termapplicable Lease.

Casualty. and Taking ------------------- In case during SECTION 5.1. If the Term all or any substantial part of the Premises, the Building or the Lot are Leased Property is damaged materially by fire or other casualty or by action of public or other authority casualty, Tenant shall give immediate notice thereof to Landlord, and Tenant, in consequence thereofTenant’s sole discretion, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityshall repair, this Lease shall terminate at Landlord's electionrestore, provided Landlord terminates all other leases in and rebuild the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given Leased Property to Tenant within 60 days after the occurrence of the event giving rise a condition equivalent to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately that existing prior to such fire, other casualty or takingcasualty. In case the event of a taking damage to or destruction of the whole or any part of the Premises, if improvements comprising the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed Leased Property by Tenant, fire or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, any other casualty during the Term, either Landlord or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by upon giving written notice given of such termination to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less other Party no later than 15 nor more than 30 thirty (30) days after the date of notice of such termination. fire or casualty If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, neither Landlord shall use due diligence (following the expiration of all periods in which either party may nor Tenant exercises its right to terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to Section, Tenant shall restore the Premises, or in case of taking what may remain thereof Leased Property within one hundred twenty (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated 120) days from the date of the casualty. In the event of a fire or any other casualty which does not result in a termination of this Lease as provided for herein, Tenant shall repair and replace its own furniture, furnishings, fixtures and equipment. SECTION 5.2. Unless this Lease terminates pursuant to Section 5 hereof, Tenant shall submit plans and specifications, names of proposed contractors, financial and other pertinent information about any contractors, certificates of insurance to be maintained by Xxxxxx's contractors, hours of construction, proposed construction methods, and details about the quality of the proposed work for review and approval by Landlord, not to be unreasonably withheld. All work to be performed by or taking until for Tenant pursuant to the Premises or such remainder shall have been restored by Landlord Lease will be performed diligently, in a first-class manner, and in case compliance with all applicable Laws and the requirements of a taking which permanently reduces Section 4.5. Tenant shall promptly provide to Landlord all notices related to such work. SECTION 5.3. If Landlord or Tenant terminates this Lease pursuant to Section 5 hereof or in the area event of any other termination of the PremisesLease prior to payment of any claim for damage, a just proportion then Tenant shall pay to Landlord the amount of Tenant’s deductible and shall immediately thereafter irrevocably assign to Landlord any insurance payment to which Tenant may become entitled; provided, however, that Tenant shall not be obligated to assign any insurance payment or proceeds paid to Tenant on account of any loss suffered by Tenant for its movable furniture, furnishings, decorations, trade fixtures, equipment and other personal property of Tenant resulting from such fire, flood or other casualty. Tenant may not unilaterally negotiate, prosecute or adjust any such claims, without obtaining Landlord’s prior consent thereto. As for any claims that might remain open as of the fixed rent termination date of this Lease, Tenant will continue to work with its insurer to bring the claim to resolution and additional rent shall be abated for upon Xxxxxx’s receipt of any insurance proceeds, Xxxxxx will promptly forward the remainder of the Termproceeds to Landlord.

Casualty. and Taking ------------------- In case during the Term If all or any substantial part portion of the Premises, the Building Premises becomes untenantable or the Lot are damaged materially inaccessible by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify Premises or the effective Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, but in no event later than ninety (90) days following the date of terminationsuch Casualty, or if shall cause a general contractor selected by Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding provide Landlord with a written estimate of the amount of time needed required, using standard working methods, to put substantially complete the repair and restoration of the Premises or and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises and any Common Areas necessary to provide access to the Premises cannot be made tenantable and the Premises and such remainder in as good or better Common Areas restored to the condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed Casualty within six one hundred eighty (6180) months days from the date of casualty or taking Tenant may the Casualty, then either party shall have the right to terminate this Lease upon written notice to the other within thirty (30) days after Xxxxxx’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease under the immediately preceding sentence if the Casualty was caused by the willful misconduct of Tenant or any Tenant Related Parties. In addition, (a) either party, by notice given to Landlord the other party within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if the Premises have been materially damaged and less than two (2) years of the Term remain after the date of the Casualty, (b) Landlord, by written notice to Tenant within ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if (1) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (2) a material uninsured loss to the Building or Premises occurs; provided, however, that Landlord may only exercise its right to termination this Lease under this clause (b) if it terminates the leases of all other tenants of the Building similarly affected by such termination. If in Casualty, and (c) Tenant shall have the right to terminate this Lease if the Premises or any case Common Areas necessary to provide access to the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence restored within two hundred ten (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1210) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated days from the date of casualty the Casualty (subject to extension due to any events of Force Majeure for a period not to exceed thirty (30) days), upon thirty (30) days’ prior written notice to Landlord, provided that if such restoration is completed on or taking until before the Premises expiration of such thirty (30) day period, then such termination shall be deemed null and void and this Lease shall continue in full force and effect. If this Lease is terminated by either party on account of any Casualty as provided in this Section 14, then Tenant shall pay to Landlord (by assignment or such remainder shall have been restored by Landlord and otherwise) the insurance proceeds paid or payable to Tenant under the policy(ies) referred to in case of a taking which permanently reduces the area Section 13.02(b) on account of the Premises, a just proportion damage to or loss of the fixed rent and additional rent Leasehold Improvements in the Premises; however, from any such proceeds actually received by Xxxxxx, Tenant shall be abated for entitled to retain any amount up to the remainder depreciated amount of the TermExcess Tenant Work Costs after deduction of the Allowance.

Casualty. and Taking ------------------- In case If at any time during the Term all of this Lease, the Leased Premises or any substantial part portion thereof or any portion of the Premises, the Building should be damaged or the Lot are damaged materially destroyed by fire or other casualty or by action of public or other authority in consequence thereofcasualty, or are taken by eminent domain or then Tenant shall have no right to terminate this Lease, but Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to have the election to terminate this Lease or to repair and reconstruct the Leased Premises and Building to substantially the condition in which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than they existed immediately prior to such fire, other casualty or takingdamage and destruction insofar as the proceeds from Landlord's insurance permit. In case of a taking of part any of the aforesaid circumstances, unless such fire or damage shall have resulted from the negligence, acts or omissions of Tenant or its agents, contractors, employees, visitors or licensees, Minimum Rent and additional rent shall abaxx xxoportionately during the period to the extent that the Leased Premises are unfit for use by Tenant in the ordinary course of its business; provided, however, that should Tenant reoccupy a portion of the Leased Premises prior to the date the whole Leased Premises are made tenantable, Minimum Rent and additional rent allocable to such portion shall be payable by Tenant from the date of such reoccupancy. If Landlord has elected to repair and restore the Leased Premises, this Lease shall continue in full force and effect and such repairs will be made within a reasonable time thereafter, subject to delays arising from shortage of labor or materials and Acts of God, war or other conditions beyond Landlord's reasonable control. In the event that this Lease is terminated as herein permitted, Landlord shall refund to Tenant within sixty (60) days from the date of termination of this Lease the prepaid rent, if any (unaccrued as of the remainder is insufficient for use for Tenant's purposesdate of damage or destruction) and any remaining security deposit, and less any sums then owing Landlord receives written notice thereof signed by Tenant. If Landlord has elected to repair and reconstruct the Leased Premises, then the Lease Term shall be extended for a period of time equal to the period of such repair or in reconstruction. No damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or property or annoyance arising from any termination. Notwithstanding the case foregoing, (i) if such damage shall occur during the last year of casualty the term of this Lease or taking if the time needed to do the construction work necessary to put the Premises or (ii) Landlord reasonably estimates that such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is damage cannot actually completed be repaired within six (6) months from of the date of casualty or taking such damage, then in either of such events, Landlord shall give notice of such fact to Tenant as soon as such is reasonably determined. Not later than fifteen (15) days following the giving of such notice to Tenant, Tenant may elect to terminate this Lease by notice given to Landlord within 30 days Landlord. If Tenant makes such election, the term of this Lease shall expire upon the thirtieth (30th) day after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case election is given, and Tenant shall vacate the Leased Premises are rendered unfit for use and occupation and surrender the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant same to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLandlord.

Casualty. 14.1 Tenant shall promptly notify Landlord in writing of any damage to or destruction of the Premises for any cause whatsoever. 14.2 If the Premises shall be damaged or injured by any cause covered by Landlord’s insurance, Landlord shall either (i) to the extent sufficient insurance proceeds have been received by Landlord, effect the repair thereof as promptly as reasonably possible, delays beyond Landlord's control excepted, and Taking ------------------- In case this Lease shall remain in full force and effect or (ii) notify Tenant that Landlord elects to terminate this Lease no later than 180 days after the date of damage or injury to the Premises. Under no circumstances shall Landlord be required to replace or repair Tenant's stock in trade, fixtures, furniture, furnishings, equipment, leasehold improvements or other such items. 14.3 If during the Term all period following any damage to or destruction of the Premises, Tenant shall be deprived of the occupancy of any substantial part portion of the Premises, the Building or Fixed Rent payable hereunder shall proportionately adjusted corresponding to the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in time during which and to the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence portion of the event giving rise to the election to terminate Premises of which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after deprived. 14.4 In the date event of notice any termination of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) Article, Landlord an Tenant shall thereupon be released from any further liability hereunder, except Tenant shall remain liable for all obligations and liabilities under this Lease, actual or contingent, which have arisen on or prior to restore such date of termination, including, but not by way of limitation, Tenant's liability for the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition payment of the Premises immediately prior to the casualty or taking Fixed Rent and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermAdditional Payments.