Common use of Casualty Clause in Contracts

Casualty. (a) If, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other 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 written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicable.

Casualty. Tenant’s obligations with respect to any damage to or destruction of the Parking Improvements (aif any) Ifshall be as set forth in Section 4.3 and Exhibit “R”, at Exhibit “R-3”, or Exhibit “R-4”, as applicable, and not this Article 20. Subject to Section 20.2, in the event of any time during damage to or destruction of any Improvements, whether or not from a risk coverable by the Terminsurance 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 Initial Improvements are at least as valuable and usable as immediately prior to such damage or destruction. Tenant shall be entitled to have any insurance policy proceeds received by Tenant held in trust with the Premises 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 liens, any remaining balance of any insurance proceeds shall be paid first to the Permitted Mortgage Lender to reduce the indebtedness of the Permitted Lease Encumbrance, and thereafter, if the 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 by a fire destroyed. To the extent that the insurance proceeds are insufficient to pay for the costs of restoring, repairing or other insured casualtyreplacing the damaged Improvements, Landlord Tenant shall notify Tenant within 30 days after discovery of pay such damage (a "Restoration Notice") as deficiency to the amount of time Landlord reasonably estimates it will take trustee for application to restore the Premises, as applicable restoration costs within sixty (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 (7560) days after the date insurer first makes available such insurance proceeds for repair, restoration or replacement. The provisions of discovery 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; provided, however, that notwithstanding Landlord's election to restoreand in the case of an insured casualty, Tenant may elect and the Permitted Lender have used their best efforts to terminate this Lease by written notice so obtain such insurance proceeds, or in the case of an uninsured casualty, Tenant and the Permitted Lender have used their best efforts to Landlord delivered within forty-five obtain sufficient construction funds, then Tenant and the Permitted Lender shall have such additional time as is necessary to obtain such insurance proceeds or construction funds (45but in no event to exceed one hundred and eighty (180) days of 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 authorization 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 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 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 shall retain any Rent paid and ) in which to commence to repair, restore or replace the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicabledamaged Improvements.

Casualty. (a) IfIf the Premises or a substantial portion of the Property is damaged in whole or in part by casualty, at any time during the Term, the Building or and if the Premises are damaged or destroyed by made untenantable as a fire or other insured casualtyresult thereof, Landlord shall notify Tenant deliver to Tenant, within 30 sixty (60) days after discovery such casualty, a good faith estimate of the time necessary to repair such damage damages (a "Restoration “Casualty Notice") as to the amount of time Landlord reasonably estimates it will take to restore the Premises, as applicable (the "Restoration Period"”). If in Landlord’s reasonable estimation such damages cannot be substantially repaired within the Restoration Period is estimated to exceed fifteen shorter of two hundred seventy (15) months (the "Maximum Restoration Period"), Landlord may, in such notice, elect to terminate this Lease as of the date that is seventy-five (75270) days after from the date of discovery of such damage casualty, or destruction; provided, however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within fortytwo-five thirds (452/3) days of 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 then remaining Term as of the date of this Leasesuch casualty (“Estimated Restoration Period”), as needed to obtain any license, clearance this Lease may be terminated by either Landlord or other authorization of any kind required to enter into and restore the Premises issued Tenant by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or 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 delivering written notice to Landlord delivered the other party within five thirty (530) business days after Tenant’s receipt of the expiration of Maximum Restoration PeriodCasualty Notice, elect to terminate this Lease. If Tenant elects to terminate in the event neither party timely terminates this Lease, Landlord shall or if in Landlord’s reasonable estimation such damages can be relieved of its obligation substantially repaired within the Estimated Restoration Period then, subject to make repairs or restoration, and this Lease shall terminate as of the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminateLandlord’s rights below, this Lease shall remain in full force and effect, and Landlord shall proceed in good faith to repair and restore the Premises to a condition substantially similar to that condition which existed prior to such casualty. 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, and shall not extend to Tenant’s fixtures, equipment, alterations, Telecommunications Equipment, or any interior finish constructed within the Premises by either Landlord or Tenant, regardless of the cause of such casualty. In the event the repair and restoration of 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 restoration, then Landlord may terminate this Lease by giving written notice to Tenant. In the event this Lease is terminated, the parties shall 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. Upon termination of this Lease, Tenant shall immediately surrender possession of the Premises to Landlord. Tenant shall not be required to pay any Base Rent for any period in which the Premises are wholly untenantable; and, in the event only a portion of the Premises 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 soon as reasonably practicablethe Premises (or such portion) remains untenantable. There shall be no Rent abatement if the damages are due to the fault or negligence of Tenant or Tenant’s agents, employees, licensees, invitees or contractors.

Casualty. (a) If, at any time during the Term, If the Building or the Premises are shall be partially or totally damaged or destroyed by a fire or other insured casualtycasualty (each, a “Casualty”) and if this Lease is not terminated as provided below, then (i) Landlord shall repair and restore the Building, including the exterior and public portions thereof (including the Building lobbies, exterior walls, elevator shafts), Building systems servicing the Premises, and the Premises (excluding Tenant’s Improvements and Betterments, Fixtures and Tenant’s Property) with reasonable dispatch to substantially the condition as existed prior to the damage to the extent permitted by applicable Law (but Landlord shall not be required to perform the same on an overtime or premium pay basis) after notice to Landlord of the Casualty and the collection of the insurance proceeds attributable to such Casualty, and (ii) Tenant shall repair and restore in accordance with Section 5.02 all Tenant’s Property, Fixtures and Improvements and Betterments with reasonable dispatch after the Casualty, including any tenant build-out existing in the Premises on the date of delivery thereof by Landlord (collectively, “Tenant Casualty Repair Obligations”). Landlord agrees that, if and to the extent, Landlord, any Superior Mortgagee or any Superior Lessor receives insurance proceeds in respect of Tenant Casualty Repair Obligations Landlord shall notify Tenant within 30 days thereof and upon request of Tenant, make such proceeds available to Tenant so that Tenant may perform its Tenant Casualty Repair Obligations. In the event Landlord has received proceeds in respect of Tenant Casualty Repair Obligations and Landlord does not make such proceeds available to Tenant, Landlord shall be obligated, at Landlord’s cost and expense, to perform the Tenant Casualty Repair Obligations with reasonable dispatch after discovery of such damage (a "Restoration Notice") as the Casualty up to the amount of time Landlord reasonably estimates it will take such retained proceeds. In the event any Superior Mortgagee or any Superior Lessor has received proceeds in respect of Tenant Casualty Repair Obligations and such Superior Mortgagee or Superior Lessor shall refuse to restore the Premises, as applicable (the "Restoration Period"). If the Restoration Period is estimated release such proceeds 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 written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 LeaseTenant, Landlord shall be relieved of its obligation obligated, at Landlord’s cost and expense, to make repairs perform or restoration, and this Lease shall terminate as of cause to be performed the date of discovery Tenant Casualty Repair Obligations up to the amount of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableretained proceeds.

Casualty. (a) If, at If all or any time during the Term, the Building or part of the Premises are shall be damaged or destroyed by a fire casualty which is insured or required to be insured under this Lease, or by any other insured casualtycasualty if the cost to repair such other casualty does not exceed twenty percent (20%) of the total replacement cost of the Improvements, Tenant shall promptly notify the Landlord shall notify Tenant within 30 days after discovery of such thereof, and shall, with reasonable promptness and diligence, rebuild, replace and repair any damage (a "Restoration Notice") as or destruction to the amount Premises, at its expense, in conformity with the requirements of time Landlord reasonably estimates it will take Section 5.4(a) hereof, in such manner as to restore the Premisessame to the same or better condition as existed prior to such casualty, using materials of the same or better grade than that of the materials being replaced, and there shall be no abatement of Basic Rent or Additional Rent. Proceeds of casualty insurance of $100,000.00 or less shall be paid to Tenant. Proceeds in excess of $100,000.00 shall be held by Landlord or a proceeds trustee (which may be Lender, an escrow or title company, or a bank or trust company designated by Landlord) and paid to Tenant, but only against certificates of Tenant, appropriate lien waivers and such other information reasonably required by Landlord or the proceeds trustee delivered to Landlord from time to time, but not more frequently than once per calendar month, as applicable (such work or repair progresses. Each such certificate shall describe the "Restoration Period")work or repair for which Tenant is requesting payment and the cost incurred by Tenant in connection therewith and stating that Tenant has not theretofore received payment for such work and has sufficient funds remaining to complete the work free of liens or claims. 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 Any proceeds remaining 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 written notice to Landlord delivered within forty-five (45) days of receipt of a notice from Landlord estimating a Restoration Period for has repaired the Premises longer than the Maximum Restoration Period. Unless either Landlord or shall be delivered to Tenant so elects No payment shall be made to terminate this Lease pursuant to this Section 5.1, Landlord shall promptly restore the Premises (including all tenant improvements that were part Tenant if there exists any Event of the Premises as of the date of this Lease), as needed to obtain any license, clearance or other authorization 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 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 written notice to Landlord delivered within five (5) business days of the expiration of Maximum Restoration Period, elect to terminate Default under this Lease. If Tenant elects is not required 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminaterestore after a casualty, this Lease shall nevertheless remain in full force and effect, and with no abatement of Basic Rent or Additional Rent, except that Landlord shall complete all repairs and restoration as soon as reasonably practicablehave the right to terminate this Lease by notice to Tenant if Tenant does not agree to restore within sixty (60) days after the casualty, or if Tenant agrees to restore but does not diligently proceed to do so.

Casualty. RILG shall give prompt written notice to RIRRC of any casualty to any RILG Facilities or any part thereof which causes such facilities to become Damaged Facilities. In the event of such casualty, all proceeds of insurance shall be payable either (a1) Ifto a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender does not require payment of insurance proceeds to it, to RILG. Subject to any rights that a Lender may have with respect to such insurance proceeds, RILG shall use such proceeds, at RILG’s option, either (i) to fund reconstruction of the Damaged Facilities, or (2) to construct Replacement Facilities reasonably acceptable to RIRRC serving the same function as such Damaged Facilities, or (3) to repay any time during outstanding indebtedness of RILG or its Affiliates that is secured by the TermDamaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Building or Damaged Facilities shall be promptly and diligently restored to at least the Premises are damaged or destroyed by a fire or other insured equivalent of their condition immediately prior to the casualty, Landlord shall notify Tenant within 30 days after discovery and disbursements of such damage insurance proceeds (a "Restoration Notice"and any deficiency) as shall be in accordance with disbursement procedures reasonably acceptable to RIRRC. If the insurance proceeds (and any deficiency) are used to construct Replacement Facilities, the Replacement Facilities shall be promptly and diligently constructed, and disbursements of such insurance proceeds (and any deficiency) shall be in accordance with disbursement procedures reasonably acceptable to RIRRC. Notwithstanding anything in this Section 9.2 to the amount contrary, if RILG elects to terminate the Agreement pursuant to Section 4.1 before reconstruction of time Landlord reasonably estimates it will take the Damaged Facilities or construction of the Replacement Facilities has been completed, then, subject to any rights that a Lender may have with respect to the insurance proceeds, any excess proceeds shall be delivered to RILG for RILG’s own use, whether or not related to the Landfill. For purposes of this Section 9.2, “excess proceeds” shall be any insurance proceeds not required to restore the Premises, as applicable (Damaged Facilities to full operation or to complete 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 written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableReplacement Facilities.

Casualty. (a) If, at any time during If the Term, the Building or the Premises are Property shall be damaged or destroyed by a fire or other insured casualtyCasualty, Landlord Borrower shall notify Tenant within 30 days after discovery give prompt notice of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Upon the occurrence of any Casualty, Borrower shall (subject to the right hereinafter set forth of Lender to elect to do so), promptly file a "Restoration Notice") proof of loss with the respective insurance company or companies insuring such Casualty. So long as to no Event of Default shall have occurred and be continuing, Borrower may settle and adjust any claim on the amount of time Landlord reasonably estimates it will take the Insurance Proceeds to restore be paid in respect of such Casualty with the Premisesinsurance company or companies, as applicable (with the "Restoration Period")prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided that such adjustment is carried out in a competent and timely manner. If Lender may participate in any settlement and adjustment discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration Period is estimated are equal to exceed fifteen or greater than Five Hundred Thousand Dollars (15$500,000) months (and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. In the "Maximum Restoration Period")event that Borrower fails to promptly file a proof of loss with respect to any Casualty or fails to promptly and diligently proceed to settle and adjust any claims with respect thereto, Landlord maythen Lender shall, in such noticeat the sole cost and expense of Borrower, 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 written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 shall retain any Rent paid and have the right to file such proof of loss, settle and adjust such claim and agree with such insurance company or companies without the consent of Borrower, and Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest to do so. Any Insurance Proceeds in connection therewith (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. In the event Borrower or any Rent party other than Lender is a payee on any check representing Insurance Proceeds with respect to any Casualty, Borrower shall immediately endorse, and cause all such third parties to endorse, such check payable by Tenant and applicable to the date order of terminationLender. If Tenant does not timely elect Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableendorse any such check payable to the order of Lender.

Casualty. Landlord will provide notice to Tenant of any casualty or other harm affecting the Property within forty-eight (a48) If, at hours of the casualty or other harm. If any time during part of the Term, the Building Communication Facility or Property is damaged by casualty or other harm as to render the Premises are damaged or destroyed by a fire or other 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 mayunsuitable, in such noticeTenant’s sole determination, elect to then Tenant may 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 Agreement by providing written notice to Landlord delivered within forty-five (45) days of 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 5.1Landlord, Landlord shall promptly restore the Premises (including all tenant improvements that were part of the Premises which termination will be effective as of the date of this Lease), as needed to obtain any license, clearance such casualty or other authorization harm. Upon such termination, Tenant will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent on a prorata basis. Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Property, but only until such time as Tenant is able to activate a replacement transmission facility at another location; notwithstanding the termination of any kind required the Agreement, such temporary facilities will be governed by all of the terms and conditions of this Agreement, including Rent. If Landlord or Tenant undertakes to enter into and rebuild or restore the Premises issued by any Governmental Authority having jurisdiction over and/or the useCommunication Facility, storageas applicable, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (hereinafter defined) in, Landlord agrees to permit Tenant to place temporary transmission and reception facilities on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES"); provided, however, that if repair or restoration Property at no additional Rent until the reconstruction of the Premises and/or the Communication Facility is completed. If Landlord determines not substantially complete as of to rebuild or restore the end of the Maximum Restoration PeriodProperty, Landlord shall cease all workwill notify Tenant of such determination within thirty (30) days after the casualty or other harm. If Landlord does not so notify Tenant, and Tenant may by written notice decides not to terminate under this Section, then Landlord delivered within five (5) business days will promptly rebuild or restore any portion of the expiration Property interfering with or required for Tenant’s Permitted Use of Maximum Restoration Period, elect the Premises to terminate this Leasesubstantially the same condition as existed before the casualty or other harm. If Tenant elects to terminate this Lease, Landlord agrees that the Rent shall be relieved of its obligation to make repairs abated until the Property and/or the Premises are rebuilt or restorationrestored, unless Tenant places temporary transmission and this Lease shall terminate as of reception facilities on the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableProperty.

Casualty. If the Property shall sustain a Casualty, Borrower shall give prompt notice of such Casualty to Lender and shall promptly commence and diligently prosecute to completion the repair and restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty (a “Restoration”) and otherwise in accordance with Section 5.3, regardless of whether Insurance Proceeds are available or made available, it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. 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, submit proof of loss if not submitted promptly by Borrower. In the event of a Casualty where the loss does not exceed the Restoration Threshold, Borrower may settle and adjust such claim; provided that (a) Ifno Event of Default has occurred and is continuing, and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty where the loss exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other 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 mayBorrower’s cost, in any 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 destructionadjustments; provided, however, that notwithstanding Landlord's election if Borrower fails to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered settle and adjust such claim within forty-five sixty (4560) days of receipt of a notice from Landlord estimating a Restoration Period for after the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease pursuant to this Section 5.1Casualty, Landlord Lender 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 authorization 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 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 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 shall retain any Rent paid and have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent (provided that if Borrower has commenced the settlement and adjustment of such claim within the sixty (60) day period after the Casualty and thereafter diligently pursued the same, Lender shall not exercise such right to settle and adjust the claim until one hundred eighty (180) days after the Casualty so long as during the entirety of such period no Event of Default shall have occurred and be continuing and Borrower shall continue to diligently pursue the settlement and adjustment of such claim). Notwithstanding any Rent payable by Tenant Casualty, Borrower shall continue to pay the Debt at the time and applicable to in the date of termination. If Tenant does not timely elect to terminate, manner provided for its payment in the Note and in this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableAgreement.

Casualty. (a) If, at any time during the Term, If the Building or the Premises are shall be partially or totally damaged or destroyed by a fire or other insured casualtycasualty (each, a "Casualty") and if this Lease is not terminated as provided below, then (i) Landlord shall repair and restore the Building, including the exterior and public portions thereof (including, without limitation, the Building lobbies, exterior walls, elevator shafts), Building systems servicing the Premises, and the Premises (excluding Tenant's Improvements and Betterments, Fixtures and Tenant's Property) with reasonable dispatch to substantially the condition as existed prior to the damage to the extent permitted by applicable Law (but Landlord shall not be required to perform the same on an overtime or premium pay basis) after notice to Landlord of the Casualty and the collection of the insurance proceeds attributable to such Casualty provided, however, in the event that Landlord fails to maintain the insurance customarily carried by prudent Landlords of similar type buildings, the collection of insurance proceeds shall not be a condition to Landlord performing such restoration and (ii) Tenant shall repair and restore in accordance with Section 5.02 all Tenant's Property, Fixtures and Improvements and Betterments with reasonable dispatch after the Casualty, including any tenant build-out existing in the Premises on the date of delivery thereof by Landlord (collectively, "Tenant Casualty Repair Obligations"). Landlord agrees that, if and to the extent, Landlord, any Superior Mortgagee or any Superior Lessor receives insurance proceeds in respect of Tenant Casualty Repair Obligations Landlord shall notify Tenant within 30 days after discovery thereof and upon request of Tenant, make such damage (a "Restoration Notice") as proceeds available 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 Tenant so 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 perform its Tenant Casualty Repair Obligations. In the event Landlord has received proceeds in respect of Tenant Casualty Repair Obligations and Landlord does not make such proceeds available to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 LeaseTenant, Landlord shall be relieved obligated, at Landlord's cost and expense, to perform the Tenant Casualty Repair Obligations with reasonable dispatch after the Casualty. In the event any Superior Mortgagee or any Superior Lessor has received proceeds in respect of its obligation Tenant Casualty Repair Obligations and such Superior Mortgagee or Superior Lessor shall refuse to make repairs or restorationrelease such proceeds to Tenant, and this Lease shall terminate as of the date of discovery of such damage or destruction. Landlord shall retain any Rent paid be obligated, at Landlord's cost and expense, to perform or cause to be performed the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableCasualty Repair Obligations.

Casualty. (a) If, at any time In the event during the Term, the Building or Lease Term the Premises are damaged or destroyed by a fire or other insured casualty, but to such an extent that repairs and rebuilding can reasonably be completed within one hundred eighty (180) days from the date Landlord shall notify Tenant within 30 days after discovery of receives the applicable insurance proceeds for 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")repairs and rebuilding, Landlord may, in at Landlord’s option within sixty (60) days of such noticeevent, elect to terminate this Lease as of repair and rebuild 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 written notice to Premises. If Landlord delivered within forty-five (45) days of 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 5.1repair and rebuild the Premises, Landlord shall promptly restore the Premises (including all tenant improvements that were part will notify Tenant of the Premises as of the date of this Lease), as needed to obtain any license, clearance or other authorization of any kind required to enter into same and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and but Landlord may require Tenant temporarily to vacate the Premises while they are being repaired and, subject to the provisions of this Section 14.1, rent shall xxxxx during this period to the extent that the Premises are untenantable; provided, however, that Landlord shall not be liable to Tenant for any damage or expense which temporarily vacating the Premises may cause Tenant. If the repairs of or restoration to the Premises is not substantially complete (exclusive of any of Tenant’s property or Tenant’s improvements), or the Premises is not otherwise made suitable for occupancy by Tenant, within the aforesaid one hundred eighty (180) day period, Tenant shall have the right, by written notice to Landlord within ten (10) days of such period, to terminate this Lease, in which event rent shall be abated for the unexpired Lease Term, effective as of the date Tenant vacates the Premises, and the other terms and conditions of this Lease shall continue and remain in full force and effect until Tenant shall have vacated the Premises, removed all Tenant’s personal property therefrom and delivered peaceable possession thereof to Landlord. If within the aforesaid sixty (60) day period Landlord elects not to repair and rebuild the Premises or if the Building or any part thereof be so damaged that the Premises are untenantable and in Landlord’s reasonable opinion, which shall be given to Tenant within sixty (60) days of such casualty, the repairs and restoration rebuilding cannot be completed within one hundred eighty (180) days from the date Landlord receives the applicable insurance proceeds as soon aforesaid, then within fourteen (14) days of Tenant’s receipt of Landlord’s notice that such rebuilding cannot be completed within one hundred eighty (180) days, Landlord or Tenant may by seven (7) days’ written notice to the other terminate this Lease in which event rent shall be abated for the unexpired Lease Term, effective as reasonably practicableof the date Tenant vacates the Premises, and the other terms and conditions of this Lease shall continue and remain in full force and effect until Tenant shall have vacated the Premises, removed all Tenant’s personal property therefrom and delivered peaceable possession thereof to Landlord. Failure by Tenant to comply with any provision of this Section 14.1 shall subject Tenant to such costs, expenses, damages, and losses as Landlord may incur by reason of Tenant’s breach hereof. Notwithstanding any provision of this Lease to the contrary, if the Premises, the Building, or any part thereof are damaged by fire or other casualty caused by or materially contributed to by the negligence or misconduct of Tenant or any of the Tenant Parties, Tenant shall be fully responsible, to the extent not covered by Landlord’s and/or Tenant’s insurance, for repairing, restoring, or paying for the damage as Landlord shall direct and this Lease shall remain in full force and effect without reduction or abatement of rent.

Casualty. (a) If, at any time during In the Term, the Building or the Premises are damaged or destroyed by event of a fire or other insured casualtycasualty in the Subleased Premises, Landlord shall notify Tenant within 30 days after discovery the Common Area or any other portion of such damage the Building (a "Restoration Notice"“Casualty”) as where, Subtenant’s access to and/or occupancy of the Subleased Premises is materially affected, Subtenant’s Base Rent and Subtenant’s share of Direct Expenses shall be proportionately abated to the amount of time Landlord reasonably estimates it will take to restore extent and for such period that the Casualty or the damage resulting therefrom prevents Subtenant from conducting its ordinary business operations in the Subleased Premises, as applicable (but only to the "Restoration Period")extent Sublandlord receives Rent abatement from Landlord under the Prime Lease and then only to the extent that the proportionate share of rentable square footage of the Subleased Premises bears to the total Premises rendered unfit for occupancy. If the Restoration Period is time estimated by the Landlord to exceed fifteen repair or restore the Subleased Premises or any portion of the Building necessary for Subtenant’s occupancy exceeds ninety (1590) months (the "Maximum Restoration Period")days, Landlord Subtenant may, in such noticeits sole discretion, elect to terminate this Lease as of the date that is seventy-five Sublease within thirty (7530) days after the date of discovery of such damage Landlord’s notice or destruction; provided, however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of 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 determination as of the date of this Lease), as needed to obtain any license, clearance or other authorization 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 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 Subtenant’s written notice to Landlord delivered within five (5) business days Sublandlord, in which event the date of such termination of this Sublease shall be deemed the last day of the expiration of Maximum Restoration Period, Sublease Term. If Subtenant does not elect to terminate this LeaseSublease, Sublandlord, if and to the extent it is entitled to do so under the Prime Lease following a Casualty, may elect to terminate the Prime Lease in its sole discretion. If Tenant elects neither the Landlord or Subtenant elect to terminate the Prime Lease or Subtenant does not elect to terminate this Sublease, the obligation to restore the Subleased Premises shall be borne by the Landlord, and not Sublandlord, on the terms and conditions of the Prime Lease, to the extent the Landlord is required to restore the condition of the Leased Premises under the Prime Lease (and Sublandlord’s sole obligation shall be relieved of its obligation to make repairs or restoration, and this Lease shall terminate as of restore the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right improvements Sublandlord has agreed to any Rent payable by Tenant and applicable construct and/or provide pursuant to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableSection 9(c) hereof).

Casualty. (a) If, at If any time during the Term, the Building or the Premises are Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (a “Casualty”), Landlord Borrowers shall notify Tenant within 30 days after discovery give prompt notice of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration so that such Property resembles, as nearly as possible, the condition such Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender (a "Restoration Notice") as to the amount extent such alterations are of time Landlord reasonably estimates it will take a type that would require Lender’s approval under Section 5.1.21 hereof) and otherwise in accordance with Section 6.4 hereof, provided, that if (A) Lender is obligated to make Net Proceeds available to Borrowers for purposes of Restoration in accordance with Section 6.4 hereof, (B) Lender has received such Net Proceeds, and (C) Lender has not made such Net Proceeds available to Borrowers, then Borrowers shall not be required to repair and restore the Premises, as applicable (the "Restoration Period")such Property unless and until such Net Proceeds are made available to Borrowers. If the Restoration Period It 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; providedexpressly understood, however, that notwithstanding Landlord's election Borrowers shall not be obligated to restorerestore such Property to the precise condition of such Property prior to such Casualty provided such Property is restored, Tenant to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrowers 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 any Borrower. In addition, Lender may elect participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to terminate this Lease any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than the Restoration Threshold and the applicable Borrower shall deliver to Lender all instruments reasonably required by written notice Lender to Landlord delivered within forty-five (45) days of receipt permit such participation. In the event of a notice from Landlord estimating a Casualty in which the Net Proceeds and the costs of completing the Restoration Period for the Premises longer are each less than the Maximum Restoration Period. Unless either Landlord Threshold, Borrowers may settle and adjust such claim without Lender’s consent 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableparticipation.

Casualty. (a) IfIf the Leased Premises is destroyed or damaged by -------- fire, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire earthquake or other insured casualtycasualty (collectively, Landlord shall notify Tenant within 30 days after discovery of such damage (a "Restoration NoticeCasualty") as to the amount of time and 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, does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the date portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that is seventy-five such destruction or damage cannot be repaired within one hundred eighty (75180) days after the date of discovery of such damage Casualty, either Landlord or destruction; provided, however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by giving written notice of such election to Landlord delivered Tenant within forty-five (45) 90 days of 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 after the date of this Lease)such Casualty, as needed to obtain any license, clearance or other authorization 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 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 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 in which event this Lease and the tenancy created hereunder shall terminate as of the date of discovery such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of terminationsuch Casualty. If Tenant does not timely elect agrees to terminategive notice to Landlord of any Casualty occurring in, this Lease shall remain in full force and effecton, and Landlord shall complete all repairs and restoration as soon as reasonably practicableor about the Leased Premises within 24 hours from the occurrence thereof.

Casualty. (a) If, at any time during If the Term, the Building or the Premises are Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (a "Casualty"), Landlord Borrower shall notify Tenant within 30 days after discovery give prompt notice of such damage (a "to Lender and shall promptly commence and diligently prosecute the completion of the Restoration Notice") of the Property as nearly as possible to the amount condition the Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 5.4. Borrower shall pay all costs of time Landlord reasonably estimates it will take such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to restore make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Premises, as applicable (Net Proceeds or the "Restoration Period"). If costs of completing the Restoration Period is estimated are equal 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 written notice to Landlord delivered within forty-five (45) days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer greater than the Maximum Restoration PeriodThreshold and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Unless either Landlord Any Insurance Proceeds in connection with any Casualty (whether or Tenant so not Lender elects to terminate settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Lease pursuant Agreement. In the event Borrower or any party other than Lender is a payee on any check representing Insurance Proceeds with respect to this Section 5.1any Casualty, Landlord Borrower shall promptly restore immediately endorse, and cause all such third parties to endorse, such check payable to the Premises (including all tenant improvements that were order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. The expenses incurred by Lender in the adjustment and collection of Insurance Proceeds shall become part of the Premises as of Obligations, shall be secured by the date of this Lease), as needed Loan Documents and shall be reimbursed by Borrower to obtain Lender upon demand. Borrower hereby releases Lender from any license, clearance or other authorization and all liability with respect to the settlement and adjustment by Lender of any kind required to enter into and restore the Premises issued by claims in respect of any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableCasualty.

Casualty. (a) If, at Tenant shall give immediate written notice to Landlord of any time during the Term, the Building or damage caused to the Premises are damaged or destroyed by a fire or other insured casualty. If the Premises is damaged by a fire, explosion, or other casualty (an "Occurrence"), the damage shall promptly be repaired by Landlord shall notify Tenant within 30 days after discovery of such damage (a "Restoration Notice") as subject to this Section, and only to the amount extent as is necessary to place the Premises in the same condition as when possession was initially delivered to Tenant, and to the extent of time insurance proceeds made available to Landlord reasonably estimates it will take specifically for such repair. Should insurance proceeds made available to Landlord specifically for such repair be insufficient for such repair, and Landlord elects not to rebuild or 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, shall so advise Tenant 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 written notice to Landlord delivered writing within forty-five (45) days of receipt of a notice from Landlord estimating a Restoration Period for after 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 authorization 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 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 workOccurrence, and Tenant may by may, at its option, and within thirty (30) days after its being advised of Landlord's decision not to rebuild or restore, provide Landlord with at least forty-five (45) days prior written notice to Landlord delivered within five (5) business days of the expiration of Maximum Restoration Period, elect its election to terminate this Lease. If such damage occurs and (i) Landlord is not required to repair as provided above, or (ii) the Premises shall be damaged to the extent of seventy-five percent (75%) LEASE AGREEMENT PAGE 8 9 or more of the cost of replacement, Landlord may repair or rebuild the Premises or the building, or terminate this Lease upon notice of such election in writing to Tenant elects within forty-five (45) days after the Occurrence. If the Occurrence renders forty percent (40%) or less of the Premises untenantable and Tenant does not utilize the portion rendered untenantable, a proportionate abatement of the Rent and Additional Rent shall be allowed from the Occurrence date until the date Landlord completes its work, said proportion to be computed on the basis of the relation which the gross square footage of the untenantable space bears to the floor area of the Premises (but not including any portion of the Premises outside of the building improvements). If more than forty percent (40%) of the Premises is rendered untenantable, and Tenant does not utilize the entire Premises for any purpose, then until Landlord restores it to the condition it was in on the Commencement Date, Rent and Additional Rent shall abatx. Xx any Occurrence precludes twenty-five percent (25%) or more of the Premises' use by Tenant and less than twelve (12) months remain on the then current term, notwithstanding any of the other provisions of this Section, Landlord shall have no obligation to repair or rebuild unless Tenant, within thirty (30) days of the Occurrence, irrevocably exercises its next option, if any, to extend this Lease. If no such option exists and less than twelve (12) months remain in the term, Landlord shall have no obligation to restore or rebuild. If Landlord shall fail to commence to repair or restore the Premises in the manner specified in this Article within forty-five (45) days after the Occurrence, and proceed to complete such repairs and restoration with reasonable due diligence, subject to any delays enumerated in Article XV.C. hereof, and subject to the provisions of Article XI.E., then, in such event, Tenant may give Landlord ten (10) days prior written notice of its election either to (i) terminate this Lease, Landlord or (ii) rebuild the Premises itself on behalf of Landlord. If the Tenant shall be relieved of its obligation to make repairs or restorationso rebuild the Premises, and this Lease then Tenant shall terminate as of the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and have the right to any Rent the insurance proceeds payable by Tenant and applicable with respect to the date of terminationOccurrence. If Tenant does not timely elect Notwithstanding anything to terminatethe contrary contained in this Lease, this Lease under no circumstances whatsoever shall remain in full force and effectLandlord's obligation to rebuild, and Landlord shall complete all repairs and restoration as soon as reasonably practicablerestore, or repair the Premises exceed insurance proceeds made available to Landlord.

Casualty. Each Party shall give prompt written notice to the other Party of any casualty to the Landfill, the Gas Collection Systems, the CCS or the LCS or any part thereof of which causes such facilities to become Damaged Facilities. In the event of such casualty, all proceeds of insurance shall be payable either (a1) Ifto a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender does not require payment of insurance proceeds to it, to the affected Party. Subject to any rights that a Lender may have with respect to such insurance proceeds, the affected Party shall use such proceeds, at the Party’s option, either (i) to fund reconstruction of the Damaged Facilities, or (2) to construct Replacement Facilities reasonably acceptable to the other Party serving the same function as the Damaged Facilities, or (3) to repay any time during outstanding indebtedness of the Termaffected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Building Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the casualty, and disbursements of such insurance proceeds (and any deficiency) shall be in accordance with disbursement procedures reasonably acceptable to each Party. If the insurance proceeds (and any deficiency) are used to construct Replacement Facilities, the Replacement Facilities shall be promptly and diligently constructed, and disbursements of such insurance proceeds (and any deficiency) shall be in accordance with disbursement procedures reasonably acceptable to each Party. Notwithstanding anything in this Section 11.3 to the contrary, if the Agreement is terminated pursuant to Section 1.1 before reconstruction of the Damaged Facilities or construction of the Replacement Facilities has been completed, then, subject to any rights that a Lender may have with respect to the insurance proceeds, any excess proceeds shall be delivered to the affected Party for it’s own use, whether or not related to the Landfill, the Gas Collection Systems, the CCS or the Premises are damaged or destroyed by a fire or other insured casualtyLCS. For purposes of this Section 11.3, Landlord “excess proceeds” 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 be any insurance proceeds not required to restore the Premises, as applicable (Damaged Facilities to full operation or to complete 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 written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableReplacement Facilities.

Casualty. (a) If, at any time during the Term, the Building or the Premises are damaged or destroyed by a If fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery casualty damages the Premises or common areas of such damage (a "Restoration Notice") as to the amount Property necessary for Tenant’s use and occupancy of time Landlord reasonably estimates it will take to restore the Premises, as applicable (whether or not such damage is 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 result of the date that is seventy-five (75) days after the date negligence or willful misconduct of discovery of such damage Tenant or destruction; providedTenant’s agents, howeverofficers, that notwithstanding Landlord's election to restoreemployees, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord contractors, licensees or Tenant so elects to terminate this Lease pursuant to this Section 5.1invitees, 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 authorization and irrespective 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 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 resulting period during which the Premises is rendered unusable by such damage, Tenant nonetheless shall not substantially complete as be entitled to any reduction in Base Rent or any other rents due hereunder; such circumstance shall not give rise to any excuse, legal or otherwise, for Tenant’s continued obligations of the end of the Maximum Restoration Period, Landlord shall cease all work, payment and Tenant may by written notice to Landlord delivered within five (5) business days of the expiration of Maximum Restoration Period, elect to terminate performance under this Lease. If Tenant elects to terminate this Lease, Landlord shall be relieved of its obligation to make repairs or restoration, Lease and this Lease shall terminate as not thereby terminate; and Tenant shall be responsible to repair, reconstruct, replace and restore at Tenant’s sole cost and expense, all parts and portions of the date Premises and Property so effected by casualty so as to restore same to its prior condition and state; provided, in its sole and absolute discretion, by election made within thirty (30) days after receipt of discovery written notice from Tenant of such damage or destructioncasualty event, Landlord may instead elect to receive all insurance proceeds arising by reason thereof and to terminate the Lease. If Landlord shall retain any Rent paid and does not exercise the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminatereceive such insurance proceeds and terminate this Lease in accordance with this Section 11.1, then, as noted above this Lease shall (subject to the terms of this Section 11.1) remain in full force and effect, effect and Tenant shall repair such damage and restore the Property and the Premises to substantially the same condition in which the Property and the Premises existed before the occurrence of such fire or other casualty without limiting such obligations to the amount of insurance proceeds available. Landlord shall complete not be obligated to make any repairs nor replacements nor to effectuate any restorations and shall have no liability for any damage to, nor have obligation to make any replacement of, any movable furniture, equipment, trade fixtures or personal property in the Premises or upon the Property. Tenant shall, at Tenant’s sole cost and expense, repair and replace all repairs such movable furniture, equipment, trade fixtures and restoration personal property and any other parts or portions thereof. In the absence of Landlord’s election as soon as reasonably practicableaforesaid, this Lease shall not terminate notwithstanding any and every manner of casualty, including without limitation a total destruction of the Premises and Property.

Casualty. (a) If, at any time during If the Term, Premises or the Building (including machinery or the Premises are equipment used in its operation) shall be damaged or destroyed by a fire or other insured casualtycasualty and if such damage does not render all or a substantial portion of the Premises or the Building untenantable, then Landlord shall repair and restore the same with reasonable promptness, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord's reasonable control, but Landlord shall not be obligated to expend therefor an amount in excess of the proceeds of insurance recovered with request thereto. If any such damage renders all or a substantial portion of the Premises or the Building untenantable, Landlord shall notify Tenant shall, within 30 days after discovery of such damage sixty (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 (7560) days after the date of discovery of such damage or destruction; provided, howeverdeliver to Tenant an estimate of the duration of the period in which the Premises will be untenantable, that notwithstanding as reasonably determined by Landlord. If such estimated period shall be for more than one hundred eighty (180) days from the date of such damage, then Landlord, or Tenant if in addition thereto at least fifty percent (50%) of the Premises is untenantable, shall have the right to terminate this Lease (with appropriate prorations of rent being made for Tenant's possession subsequent to the date of such damage of those tenantable portions of the Premises) upon giving written notice to the other within fifteen (15) days after the delivery to Tenant of Landlord's election repair estimate. Unless this Lease is terminated as provided in the preceding sentence and so long as such damage does not result from Tenant's fault or neglect, Landlord shall proceed with reasonable promptness to restorerepair and restore the Premises, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord's reasonable control, but Landlord shall not be obligated to expend therefor an amount in excess of the proceeds of insurance recovered with request thereto. Landlord shall have no liability to Tenant, and Tenant may elect shall not be entitled to terminate this Lease by written notice to Landlord delivered within forty-five (45) days virtue of receipt any delays in completion of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or such repairs and restoration, provided Tenant so elects to may terminate this Lease pursuant to this Section 5.1if the repairs are not completed within one hundred eighty (180) days from the date of the damage, Landlord provided the 180 days shall promptly restore the Premises (including all tenant improvements that were part be extended for force majeure and Tenant Delays. Rent, however, shall xxxxx on those portions of the Premises as are, from time to time, untenantable as a result of such damage (except fires or casualties resulting from Tenant's fault or neglect). Notwithstanding anything to the date of this Lease), as needed to obtain any license, clearance or other authorization 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 remediation of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to contrary 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 Periodset forth, Landlord shall cease all work, and Tenant may by written notice have no duty pursuant to Landlord delivered within five (5this Paragraph 12(c) business days to repair or restore any portion of the expiration of Maximum Restoration Periodalterations, elect additions or improvements in the Premises or the decoration thereto except to terminate this Leasethe extent that such alterations, additions, improvements and decoration were installed by Landlord. If Tenant elects Notwithstanding Landlord's restoration obligation, in the event any mortgagee under a deed to terminate this Leasesecure debt, security agreement or mortgage on the Building should require that the insurance proceeds be used to retire or reduce the mortgage debt or if the insurance company issuing Landlord's fire and casualty insurance policy fails or refuses to pay Landlord the proceeds under such policy, Landlord shall be relieved of its have no obligation to make repairs or restoration, rebuild and this Lease shall terminate as of the date later of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to (i) the date of terminationsuch casualty or (ii) if a portion of the Premises is occupied by Tenant upon thirty days (30) prior written notice by Landlord to Tenant. If Notwithstanding anything herein to the contrary, Tenant does not timely elect to terminate, this Lease shall remain be responsible for the repair and replacement of the Tenant Alterations and all of Tenant's personal property in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablethe Premises.

Casualty. (a) If, at any time during If the Term, the Building or the Premises are Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (a “Casualty”), Landlord Borrower shall notify Tenant within 30 days after discovery give prompt notice of such damage to Lender and shall either (a "i) promptly commence and diligently prosecute the completion of the Restoration Notice") of the Property as nearly as possible to the amount condition the Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 5.4, or (ii) pursuant to the terms and conditions of time Landlord the Ground Lease, cause Ground Tenant to promptly commence and diligently prosecute the completion of the Restoration of the Property in accordance with the Ground Lease, with such alterations as may be reasonably estimates it will take approved by Lender (to restore the Premises, as applicable extent that Borrower has such approval rights under the Ground Lease) and otherwise in accordance with Section 5.4 (the "Restoration Period"if applicable). If Borrower shall either (i) pay all costs of such Restoration whether or not such costs are covered by insurance, or (ii) pursuant to the terms and conditions of the Ground Lease, cause Ground Tenant to 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 (but only to the fullest extent permitted under the Ground Lease while the Ground Lease is in effect). In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement in its sole but good faith discretion) with respect to any Casualty (x) in which the Net Proceeds or the costs of completing the Restoration Period are equal to or greater than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) or (y) if an Event of Default has occurred and is estimated continuing, and Borrower shall deliver to exceed fifteen Lender all instruments required by Lender to permit such participation (15but only to the fullest extent permitted under the Ground Lease while the Ground Lease is in effect). Any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) months shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement (but only to the "Maximum Restoration Period")fullest extent permitted under the Ground Lease while the Ground Lease is in effect (i.e., Landlord may, in such notice, elect Borrower is entitled 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 written notice to Landlord delivered within forty-five (45) days of take receipt of any Insurance Proceeds)). In the event Borrower or any party other than Lender is a notice from Landlord estimating a Restoration Period for payee on any check representing Insurance Proceeds with respect to any Casualty, to the Premises longer than extent that Borrower has the Maximum Restoration Periodright to do so under the Ground Lease, Borrower shall immediately endorse, and cause all such third parties to endorse, such check payable to the order of Lender and Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Unless either Landlord or Tenant so elects to terminate this Lease pursuant to this Section 5.1, Landlord The expenses incurred by Lender in the adjustment and collection of Insurance Proceeds shall promptly restore the Premises (including all tenant improvements that were become part of the Premises as of Obligations, shall be secured by the date of this Lease), as needed Loan Documents and shall be reimbursed by Borrower to obtain Lender upon demand. Borrower hereby releases Lender from any license, clearance or other authorization and all liability with respect to the settlement and adjustment by Lender of any kind required to enter into and restore the Premises issued by claims in respect of any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableCasualty.

Casualty. (a) IfThe Landlord shall obtain and maintain property casualty insurance as per the INSURANCE Article above, excluding any alterations, or improvements made by the Tenant. The Tenant shall promptly notify the Landlord of any fire or casualty at any time during the Term, the Building or the Premises are damaged or destroyed by Premises. If a fire or other insured casualtycasualty destroys all or part of the Premises (as determined by the Landlord's insurance company), Landlord then the Landlord's obligation to restore the Premises and the Tenant's obligation to pay Rent shall notify Tenant be determined in accordance with the terms of this Article. If the Premises can reasonably be restored within 30 ninety (90) days after discovery from the date of such damage the casualty (a "Restoration Notice") as to determined by the amount of time Landlord reasonably estimates it will take to Landlord's insurance company), then the Landlord, at its own expense, shall restore the Premises, as applicable (excluding any alterations, additions, or improvements made by the "Restoration Period")Tenant. If the Restoration Period is estimated to exceed fifteen Premises cannot reasonably be restored within ninety (15) months (the "Maximum Restoration Period"), Landlord may, in such notice, elect to terminate this Lease as of the date that is seventy-five (7590) days after from the date of discovery of such damage or destruction; providedthe casualty, however, that notwithstanding Landlord's election to restore, Tenant then either party may elect to terminate this Lease by written giving notice to Landlord delivered the other party within forty-five thirty (4530) days from the date of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than casualty. If the Maximum Restoration Period. Unless either Landlord or Tenant Lease is so elects to terminate this Lease pursuant to this Section 5.1terminated, then the Landlord shall promptly not restore the Premises (including all tenant for the Tenant, the Tenant shall promptly vacate the Premises, and the Tenant shall only pay Base Net Rent and Additional Rent due hereunder through the date of the casualty. If this lease is not terminated, then the Landlord, at its own expense, shall restore the Premises expeditiously excluding any alterations, additions, or improvements that were made by the Tenant. During any restoration, if the Tenant is able to use part of the Premises (as determined by the Landlord's insurance company), then the Tenant shall pay Base Net Rent and Additional Rent for the usable part of the Premises on a pro-rata basis from the date of the casualty until the date on which the Premises are completely usable by Tenant for the use provided in this lease. If the Building is completely destroyed, then this Lease shall end as of the date of this Lease), as needed casualty. The Tenant shall not be liable to obtain the Landlord's property casualty insurance company by way of subrogation or otherwise for any license, clearance or other authorization 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 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 destruction of the Premises is not substantially complete as or the building, except in the case of a fire or casualty caused by the end Tenant's gross negligence, intentional misconduct, or intentional breach of the Maximum Restoration Period, Landlord shall cease all work, and Tenant may by 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicable.

Casualty. If any fire or other casualty (awhether insured or uninsured) Ifrenders all or a substantial portion of the Premises or the Building untenantable, at any Landlord shall, with reasonable promptness after the occurrence of such damage, estimate the length of time that will be required to substantially complete the repair and restoration and shall by notice advise Tenant of (i) its election to terminate this Lease or (ii) the period of time required to substantially complete such repair and restoration. If such period of repair and restoration will exceed one hundred and eighty (180) days from the date such damage occurred (or, during the final six (6) months of the Term, sixty (60) days from the date such damage occurred), and if all or a substantial portion of the Premises is rendered untenantable, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within twenty (20) days after delivery of Landlord’s Notice, and the termination date shall be the date designated in Tenant’s notice, but in no event shall such date be earlier than thirty (30) days following the delivery date of Tenant’s notice. If this Lease is not terminated, Landlord shall proceed with reasonable promptness to repair and restore the Premises to its condition as existed prior to such casualty (excluding Tenant Alterations), subject to reasonable delays for insurance adjustments and any event of Force Majeure and also subject to zoning Laws and building codes then in effect. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damages to the Premises, except for those proceeds of Tenant’s insurance of its own personal property and equipment which would be removable by Tenant at the Termination Date. All such insurance proceeds shall be payable to Landlord whether or not the Premises are to be repaired and restored, provided, however, if this Lease is not terminated and the parties proceed to repair and restore the Tenant Alterations at Tenant’s cost, to the extent Landlord received proceeds of Tenant’s insurance covering Tenant Alterations, such proceeds shall be applied to reimburse Tenant for its cost of repairing and restoring Tenant Alterations. Unless caused by the negligence or wrongful act of Tenant or its agents, employees, contractors or invitees, if all or any part of the Premises are rendered untenantable by fire or other casualty and this Lease is not terminated, Monthly Base Rent and Rent Adjustment Deposits shall axxxx pro rata for that portion of the Premises which is untenantable on a per diem basis from the date of the casualty until Landlord has substantially completed the repair and restoration work in the Premises which it is required to perform, provided, that as a result of such casualty, Tenant does not occupy the portion of the Premises which is untenantable during such period. In no event shall Tenant be entitled to any compensation or damages for loss of the use of the whole or any part of the Premises or for any inconvenience or annoyance occasioned by any such damage, destruction, rebuilding or restoration of the Premises or the Building or access thereto. The provisions of this Lease constitute an express agreement with respect to any and all damage to, or destruction of, the Premises or the Property, and any Law, including Sections 1932(2), 1933(4), 1941 and 1942 of the California Civil Code, with respect to any rights or obligations concerning damage or destruction shall have no application to this Lease or to any damage to or destruction of the Premises or the Property and are hereby waived. Notwithstanding the foregoing, in no event shall Landlord have any obligation to restore the Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage (a "Restoration Notice") except as and to the amount of time extent Landlord reasonably estimates it will take receives insurance proceeds to restore the Premises, as applicable (the "Restoration Period"). If the Restoration Period is estimated apply 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 written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicable.

Casualty. Landlord will provide notice to Tenant of any casualty or other harm affecting the Property within forty-eight (a48) If, at hours of the casualty or other harm. If any time during part of the Term, the Building Communication Facility or Property is damaged by casualty or other harm as to render the Premises are damaged or destroyed by a fire or other 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 mayunsuitable, in such noticeTenant’s sole determination, elect to then Tenant may 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 Agreement by providing written notice to Landlord delivered within forty-five sixty (4560) days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord such casualty or Tenant so elects to terminate this Lease pursuant to this Section 5.1harm, Landlord shall promptly restore the Premises (including all tenant improvements that were part of the Premises which termination will be effective as of the date of this Lease), as needed to obtain any license, clearance such casualty or other authorization harm. Upon such termination, Tenant will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent on a pro rata basis, provided however that Tenant shall continue to have the property removal and restoration obligations set forth elsewhere herein. Subject to local permitting requirements, Xxxxxxxx agrees to permit Tenant to place temporary transmission and reception facilities on the Property, but only for such reasonable time until Tenant is able to activate a replacement transmission facility at another location; notwithstanding the termination of any kind required this Agreement, such temporary facilities will be governed by all of the terms and conditions of this Agreement, including Rent. If Landlord or Tenant undertakes to enter into and rebuild or restore the Premises issued by any Governmental Authority having jurisdiction over and/or the useCommunication Facility, storageas applicable, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (hereinafter defined) in, Landlord agrees to permit Tenant to place temporary transmission and reception facilities on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES"); provided, however, that if repair or restoration Property at no additional Rent until the reconstruction of the Premises and/or the Communication Facility is completed. If Landlord determines not substantially complete as to rebuild or restore the Property, Landlord will notify Tenant of such determination within thirty (30) days after the casualty or other harm. If Landlord does not so notify Xxxxxx and Xxxxxx decides not to terminate under this Section, then Landlord will promptly rebuild or restore any portion of the end Property interfering with or required for Tenant’s Permitted Use of the Maximum Restoration Period, Landlord shall cease all work, and Tenant may by written notice Premises to Landlord delivered within five (5) business days of substantially the expiration of Maximum Restoration Period, elect to terminate this Leasesame condition as existed before the casualty or other harm. If Tenant elects to terminate this Lease, Landlord Xxxxxxxx agrees that the Rent shall be relieved of its obligation to make repairs abated until the Property and/or the Premises are rebuilt or restorationrestored, unless Tenant places temporary transmission and this Lease shall terminate as of reception facilities on the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableProperty.

Casualty. (a) If, at The Trustor will give the Beneficiary prompt notice of -------- damage to or destruction of any time during Improvements on the TermProperty and in case of loss covered by policies of insurance, the Building Beneficiary is hereby authorized to make proof of loss if not made promptly by the Trustor or any lessee. Any expenses incurred by the Premises are damaged or destroyed by Beneficiary in the collection of insurance proceeds, together with interest thereof from date of any such expense at the per annum interest rate set forth in the Note shall be added to and become a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery part of such damage (a "Restoration Notice") as the indebtedness secured hereby and all be reimbursed to the amount Beneficiary, together with accrued interest thereon, immediately upon demand. Upon the occurrence of time Landlord reasonably estimates it will take damage to restore or destruction of any Improvements, if Beneficiary shall so elect in its sole and unfettered discretion (and notwithstanding whether the PremisesBeneficiary's security is impaired), as applicable (Beneficiary shall make the "Restoration Period")net proceeds of insurance available for repair, restoration and/or reconstruction under the conditions and in the manner specified in the next following paragraph. If Beneficiary shall otherwise determine, then such insurance proceeds shall be applied by the Beneficiary upon or in reduction of the indebtedness secured hereby then most remotely due. If the Restoration Period is estimated to exceed fifteen (15) months (Beneficiary shall require that the "Maximum Restoration Period")Improvements be repaired or rebuilt, Landlord maythen the repair, in such noticerestoration, elect to terminate this Lease as replacement or rebuilding of the date that is seventy-five (75) days after the date Improvements shall be to a condition of discovery of at least equal value as prior to such damage or destruction; provideddestructions. Insurance proceeds made available for restoration, howeverrepair, that notwithstanding Landlord's election replacement or rebuilding of the Improvements shall be disbursed from time to restoretime (provided no default exists in the Note or this Deed of Trust or any other Loan Document at the time of each such disbursement), Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of receipt of through a notice from Landlord estimating a Restoration Period construction disbursement agent selected or approved ny Beneficiary. Plans and specifications for the Premises longer than restoration, repair, replacement or rebuilding shall be submitted to for approval by the Maximum Restoration PeriodBeneficiary prior to the commencement of the work. Unless Any surplus which may remain out of said insurance proceeds after payment of costs of building and restoration may, at the option of the Beneficiary, be applied either Landlord on account of the indebtedness secured hereby then most remotely to be paid or Tenant so elects be paid to terminate this Lease any person or persons entitled thereto. Application or release of proceeds under the provisions hereby shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to this Section 5.1, Landlord such notice. No interest shall promptly restore be allowed on account of any such proceeds or any other funds held in the Premises (including all tenant improvements that were part hands of the Premises as of Beneficiary or the date of this Lease), as needed to obtain any license, clearance or other authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicabledisbursing party hereunder.

Casualty. Subject to Section 5.2(b) and Section 5.2(c), in the event of any damage to or destruction of the Site or any Improvements, whether or not from a risk coverable by the insurance described in Section 4.1, RIDA shall promptly repair and restore the Site or such Improvements, in a manner reasonably approved in writing by the City, so that after such restoration and repair, the Facility is in substantially the same condition as existed prior to such event of damage or destruction, as applicable, or to such other condition as the City, at RIDA’s reasonable request and based on information provided by RIDA, has certified to the JEPA, the Port and the Trustee will have an annual fair rental value in each Lease Year (aunder and as defined in the Facility Lease) of not less than the Maximum Lease Payment (under and as defined in the Facility Lease) in each Lease Year. If RIDA requests that the City provide such certification, then the City shall reasonably request that RIDA provide information that the City reasonably requires to establish the truthfulness of such certification, RIDA shall provide the City with such information, and if the truthfulness of such certification is established to the reasonable satisfaction of the City, then the City shall make such certification as and when required under Section 6.1(b)(i)(A) of the Facility Lease. Any property insurance policy proceeds received in connection with and that are allocable to such damage to or destruction of the Site or such Improvements (“Casualty Proceeds”) shall be paid to the Trustee as “loss payee” under the property insurance policies that are required to be maintained pursuant to the Project Implementation Agreement and this Sublease and shall be deposited into the Insurance and Condemnation Fund pursuant to Section 4.5 of the Indenture and Section 6.1(a) of the Facility Lease. Such Casualty Proceeds shall be held in trust by the Trustee in the Insurance and Condemnation Fund pursuant to the terms of the Indenture. If, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage no later than six (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 (156) months (the "Maximum Restoration Period"), Landlord may, in such notice, elect to terminate this Lease as of after the date that any damage to or destruction of the Site or any Improvements has occurred or such later date as the JEPA consents to pursuant to Section 6.1(b) of the Facility Lease, RIDA has provided to the City, the JEPA and the Trustee the certifications to be made by RIDA as set forth in Section 6.1(b)(i)(A) and Section 6.1(b)(i)(C) of the Facility Lease, and the City has provided the certifications to be made by the City as set forth in Section 6.1(b)(i)(A) and Section 6.1(b)(i)(B) of the Facility Lease, then such Casualty Proceeds shall be transferred by the Trustee to the 2021A Account of the Construction Fund and disbursed by the Trustee in accordance with Section 6.1(b) of the Facility Lease, the terms of the Indenture and Section 9.2 of the Project Implementation Agreement to fund the repair or restoration of the Site and the Improvements. If RIDA has made the certifications to be made by RIDA pursuant to Section 6.1(b)(i)(A) and Section 6.1(b)(i)(C) of the Facility Lease and requests the City to make the certifications to be made by the City in Section 6.1(b)(i)(A) and Section 6.1(b)(i)(B) of the Facility Lease then the City shall promptly request information that the City reasonably requires to establish the truthfulness of RIDA’s certifications and to make the City’s required certifications, and if the truthfulness of RIDA’s certifications and the evidence required by the City to make its certifications is seventy-five (75) days after established to the reasonable satisfaction of the City, then the City shall promptly make such certifications as and when required under the Facility Lease. If any damage to or destruction of the Site or any Improvements occurs prior to the date that such Improvements have been Completed, then, in addition to the Casualty Proceeds deposited in the Insurance and Condemnation Fund and subsequently transferred to the 2021A Account of discovery the Construction Fund, all amounts remaining on deposit in the 2021A Account of the Construction Fund shall continue to be available to fund construction of the Site and the Improvements and shall be disbursed by the Trustee in accordance with Section 3.10 of the Indenture and Section 9.2 of the Project Implementation Agreement prior to disbursement by the Trustee of any Casualty Proceeds deposited in the Insurance and Condemnation Fund and subsequently transferred to the 2021A Account of the Construction Fund. Upon completion of repair or restoration of such damage or destruction, as applicable, free and clear of mechanics or other liens, any remaining balance of the Casualty Proceeds in the 2021A Account of the Construction Fund with respect to such damage or destruction, as applicable (exclusive of any proceeds applicable to RIDA’s personal property that would be retained by RIDA at the end of the Term, all of which shall be paid to RIDA), shall be paid to RIDA as reimbursement of the unamortized portion of any Advance Rent previously paid by RIDA; provided, however, if there is any Permitted Lender that notwithstanding Landlord's election has a Permitted Financing Encumbrance outstanding, then such amount shall be paid to restorethe Permitted Lender that has the highest priority lien to be applied against the indebtedness that is secured by its Permitted Financing Encumbrance to the extent such payment is required to be made by RIDA pursuant to the terms of the Permitted Financing Encumbrance held by the Permitted Lender. If there is no Trustee or if there is but the Trustee declines to act as a trustee for the disbursement of funds as provided above, Tenant then any Casualty Proceeds shall be payable in trust to the Permitted Mortgage Lender with an outstanding Permitted Lease Financing Encumbrance that is still outstanding, and shall be disbursed by such Permitted Mortgage Lender as provided above. If the Permitted Mortgage Lender is the trustee for disbursement, then the Permitted Mortgage Lender may elect disburse the 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 terminate this Lease City and ensure that the Casualty Proceeds are applied to the costs of repairing, restoring or replacing the Site and the Improvements that were damaged or destroyed. If there is no such Permitted Mortgage Lender, or if there is, but it declines to hold and disburse the Casualty Proceeds, then such Casualty Proceeds shall be payable to a bank or trust company doing business in the County of San Diego agreed upon by written notice the Parties, or if the Parties fail to Landlord delivered agree, to Bank of America, N.A., or its successor, and such Casualty Proceeds shall be deposited in interest bearing accounts or deposits agreed upon by the Parties, or if the Parties fail to agree, then in the bank’s regular passbook savings account, and shall be disbursed as provided above after all amounts in the 2021A Account of the Construction Fund are disbursed by the Trustee for the costs of repairing and restoring the remaining portion of the Site and the Improvements. To the extent that the Casualty Proceeds and all amounts that are on deposit in the 2021A Account of the Construction Fund, are insufficient to pay for the costs of restoring, repairing or replacing the damaged Site and Improvements, RIDA shall pay such deficiency to the Trustee for application to the restoration costs in accordance with Section 6.1(b) of the Facility Lease, within forty-five ninety (4590) days after the insurer first makes available such Casualty Proceeds for repair, restoration or replacement. In satisfaction of receipt its obligation under the preceding sentence, RIDA may provide a letter(s) of credit or a notice from Landlord estimating completion guaranty, in each case, in a Restoration Period for form reasonably acceptable to each of the Premises longer than City, the Maximum Restoration PeriodPort and the JEPA, in an amount equal to such deficiency. Unless either Landlord or Tenant so elects As and to terminate this Lease the extent provided in the Project Implementation Agreement, the provisions of Article 9 of the Project Implementation Agreement shall apply to all work performed pursuant to this Section 5.15.2. Notwithstanding the foregoing, Landlord shall promptly restore if RIDA and the Premises Permitted Lender are not able to obtain sufficient Casualty Proceeds (including all tenant improvements that were part 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 Premises as of the date of this Lease), as needed to obtain any license, clearance damaged Site or other authorization 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 remediation of Hazardous Materials Improvements within ninety (hereinafter defined90) 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 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 shall retain any Rent paid , and in the case of an insured casualty, RIDA has used its best efforts to, or the Permitted Lender has used its reasonable efforts to, so obtain such Casualty Proceeds or, in the case of an uninsured casualty, RIDA and the right Permitted Lender have used their best efforts to any Rent payable by Tenant obtain sufficient construction funds, then RIDA and applicable the Permitted Lender shall have such additional time as is necessary to obtain such Casualty Proceeds or construction funds (but in no event to exceed one hundred and eighty (180) days from the date of termination. If Tenant does not timely elect such damage or destruction) in which to terminatecommence to repair, this Lease shall remain in full force restore or replace the damaged Site and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableImprovements (including commencing engineering or permitting with respect thereto).

Casualty. (a) IfIf the Premises or any part thereof are damaged by fire or other casualty, at any time during Tenant shall give prompt notice thereof to Landlord. If the Term, Premises or the Building are totally or partially damaged or destroyed by fire or other casualty, thereby rendering the Premises totally or partially inaccessible or unusable, Landlord shall diligently restore and repair the Premises and the Building to substantially the same condition they were in prior to such damage. Provided that such damage was not caused by the act or omission of Tenant or any of its employees, agents, licensees, invitees or subtenants, until the repair and restoration of the Premises is completed Rent shall be abated for that part of the Premises that Tenant is unable to use without substantial interference while repairs are being made, based on the ratio that the amount of unusable rentable area bears to the total rentable area of the Premises. Landlord shall bear the costs and expenses of repairing and restoring the Premises and the Building, provided, however, that Landlord shall not be obligated to repair or restore, or to pay for the repair or restoration of, any furnishings, equipment or personal property belonging to Tenant or any alterations, additions, or improvements (including carpeting, floor coverings, paneling, decorations, fixtures) made to the Premises or Building by Tenant or by Landlord at Tenant’s request or for Tenant’s benefit. It shall be Tenant’s sole responsibility to repair and restore all such items. Notwithstanding the foregoing, if there is a destruction of the Building that exceeds twenty-five percent (25%) of the replacement value of the Building from any risk, whether or not the Premises are damaged or destroyed by a fire destroyed, or if Landlord reasonably believes that the repairs and restoration cannot be completed despite reasonable efforts within ninety (90) days after the occurrence of such damage, or if Landlord reasonably believes that there will be less than two (2) years remaining in the Term upon the substantial completion of such repairs and restoration, or if any mortgagee or lender fails or refuses to make sufficient insurance proceeds available for repairs and restoration, or if zoning or other insured casualtyapplicable laws or regulations do not permit such repairs and restoration, Landlord shall notify have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within 30 one hundred twenty (120) days after discovery the occurrence of such damage (a "Restoration Notice") as damage. If this Lease is terminated pursuant to the amount preceding sentence, all Rent payable hereunder shall be apportioned and paid to the date of time termination. Notwithstanding anything to the contrary in this section, in the event Landlord reasonably estimates it will take elects or is required to repair and restore the Premises, as applicable and such repair has not commenced within ninety (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 (7590) days after the date of discovery of such damage casualty, or destruction; provided, however, that notwithstanding Landlord's election to restorebeen substantially completed within two hundred seventy (270) following the date repair was commenced, Tenant may elect shall have the right to terminate this the Lease by providing written notice to Landlord delivered within forty-five Landlord, such termination to be effective sixty (4560) days of receipt of a after notice from Tenant is received by Landlord, unless Landlord estimating substantially completes the repairs within such sixty (60) day period. All time periods provided in this Section for Landlord’s performance shall be subject to extension on account of delays in effectuating a Restoration Period for satisfactory settlement with any insurance company involved and events beyond Landlord’s reasonable control. In the event of any damage or destruction to the Building or Premises, it shall be Tenant’s responsibility to secure the Premises longer than the Maximum Restoration Period. Unless either Landlord and, upon notice from Landlord, to remove forthwith, at its sole cost and expense, property belonging to Tenant 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 its licensees from such portion of the Premises as of the date of this Lease), as needed to obtain any license, clearance or other authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablerequest.

Casualty. (a) IfIf the Property shall sustain a Casualty, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord Borrower shall notify Tenant within 30 days after discovery give prompt notice of such damage Casualty to Agent and Borrower shall promptly cause Mortgage Borrower to promptly commence and diligently prosecute to completion the repair and restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty in accordance with the terms of the Mortgage Loan Documents (a "Restoration Notice"“Restoration”) 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, and otherwise in such notice, elect to terminate this Lease as accordance with Section 5.3 of the date that is seventy-five (75) days after the date of discovery of such damage or destruction; providedMortgage Loan Agreement, it being understood, however, that notwithstanding Landlord's election Mortgage Borrower shall not be obligated to restorerestore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, Tenant may elect to terminate this Lease the extent practicable, to be of at least equal quality and of substantially the same character as prior to the Casualty. Borrower shall pay or cause to be paid all costs of such Restoration whether or not such costs are covered by written notice to Landlord delivered within forty-five (45) days insurance. Agent may, but shall not be obligated to, make proof of receipt loss if not made promptly by Borrower. In the event of a notice from Landlord estimating a Restoration Period for Casualty where 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant loss does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon exceed the Restoration Threshold as reasonably practicabledetermined by Agent, Borrower may, or cause Mortgage Borrower to, settle and adjust such claim; provided that (a) no Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty where the loss exceeds the Restoration Threshold as reasonably determined by Agent or if an Event of Default then exists, Borrower may, or cause Mortgage Borrower to, settle and adjust such claim only with the consent of Agent (which consent shall not be unreasonably withheld or delayed) and Agent shall have the opportunity to participate, at Borrower’s cost, in any such adjustments. Notwithstanding any Casualty, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement.

Casualty. (a) If, at any time during the Term, the Building or If the Premises are destroyed or damaged or destroyed by a fire or other insured casualty-------- casualty covered by a standard fire and extended coverage policy, then (unless this Lease is terminated by Landlord as hereinafter provided) Landlord shall notify Tenant within 30 days proceed, after discovery adjustment of such damage (a "Restoration Notice") as loss, to repair or restore the Premises to the condition which Landlord furnished to Tenant upon the commencement of the Term. Landlord shall be under no obligation to restore any alterations, improvements or addition to the Premises made by Tenant unless the same is covered by Landlord's insurance, but nothing herein shall be construed to require Landlord to insure such property. In no event shall Landlord be obligated to expend an amount in excess of time the insurance proceeds available to Landlord reasonably estimates it will take for such repair or restoration. If Landlord repairs or restores the Premises as provided herein, then Tenant shall repair and restore its furnishings, furniture and equipment to at least a condition equal to that prior to its damage. If the Premises or any part thereof shall be rendered untenantable by any destruction or damage, then a pro rata portion of the rental (Base Rent and Real Estate Taxes) based upon the number of square feet of area in the Premises which are untenantable shall be abated until the Premises or such part thereof shall have been put in tenantable condition. If, however, any destruction or damage to the Premises, Building or Project (regardless of whether or not the Premises are affected) is so extensive that Landlord, in its sole discretion, elects not to repair or restore the Premises, as applicable (Building or Project, or the "Restoration Period"). If proceeds of insurance are not sufficient or available to fully pay the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period")cost of repair or restoration, then Landlord may, in such notice, elect to may terminate this Lease effective as of the date that is seventy-five of the damage by written notice to Tenant given within sixty (7560) days after the date of discovery such casualty. Notwithstanding anything to the contrary in this Section 18, Landlord shall, within thirty (30) days after the date of any damage or destruction to the Premises, advise Tenant in writing as to the reasonably estimated time within which the damage or destruction can be repaired or restored. If Landlord reasonably estimates that such damage or destruction; provided, however, that notwithstanding cannot be repaired within one hundred Eighty (180) days from the date of adjustment of loss with Landlord's election to restoreproperty insurer, then Tenant may elect to terminate this Lease may, by written notice to Landlord delivered within forty-five fifteen (4515) days of after the receipt of a Landlord's notice from Landlord estimating a Restoration Period time 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 authorization 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 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 written notice to Landlord delivered within five (5) business days of the expiration of Maximum Restoration Periodrestoration, 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 effective on the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date Thirtieth (30/th/) day following Tenant's notice of termination. If Tenant does not timely elect The provisions of this Section are subject to terminatethe rights of Landlord's mortgagee, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableif any.

Casualty. (a) If, at any time during If the Term, Premises or the Building are totally or the Premises are partially damaged or destroyed by a fire thereby rendering the Premises totally or other insured casualtypartially inaccessible or unusable, then 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 diligently repair and restore the Premises, as applicable (Premises and the "Restoration Period"). If Building to substantially the Restoration Period is estimated same condition they were in prior 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 if in Landlord's election to restore’s reasonable judgment such repair and restoration cannot be completed within two hundred seventy (270) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, Tenant may elect removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right to terminate this Lease by giving written notice to Landlord delivered of termination within forty-five (45) days after the occurrence of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Periodsuch damage or destruction. Unless either Landlord or Tenant so elects to terminate If this Lease is terminated pursuant to this Section 5.113.1, Landlord then rent shall promptly restore be apportioned (based on the Premises (including all tenant improvements that were part portion of the Premises as which is usable or used after such damage or destruction) and paid to the earlier of the date of this Lease), as needed termination or the date Tenant completely vacates and abandons the Premises on account of such damage and Landlord shall be entitled to obtain any license, clearance insurance proceeds received by Tenant that are attributable to improvements insured or other authorization of any kind required to enter into and restore be insured by Tenant that would remain in the Premises issued by any Governmental Authority having jurisdiction over at the useend of the Term. If this Lease is not terminated as a result of such damage or destruction, storage, handling, treatment, generation, release, disposal, removal or remediation then until such repair and restoration of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred are substantially complete, Tenant shall be required to herein as "HAZARDOUS MATERIALS CLEARANCES")pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the act or omission of Tenant, then Tenant shall not be entitled to any such rent reduction, and (y) if Tenant fails to immediately pay over to Landlord insurance proceeds when received from Tenant’s insurance any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair or and restoration of the Premises is not substantially complete as had Tenant timely paid Landlord such insurance proceeds. After receipt of the end all insurance proceeds (including proceeds of the Maximum Restoration Periodinsurance maintained by Tenant), Landlord shall cease all work, proceed with and Tenant may by written notice to Landlord delivered within five (5) business days bear the expenses of such repair and restoration of the expiration Premises and the Building; provided, however, that (a) if such damage or destruction was caused by the act or omission of Maximum Restoration PeriodTenant, elect to terminate this Lease. If then Tenant elects to terminate this Leaseshall pay Landlord’s deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord shall be relieved of its obligation to make repairs or restoration, and this Lease shall terminate as of the date of discovery on account of such damage or destruction. , (b) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall retain not be required to repair or restore any Rent paid and tenant improvements installed in the Premises (except to the extent Landlord receives proceeds therefor from Tenant’s insurance), any Alterations or any other contents of the Premises (including Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration, (2) the holder of any Rent payable by Tenant mortgage fails or refuses to make such insurance proceeds available for such repair and restoration, (3) zoning or other applicable Laws or regulations do not permit such repair and restoration, or (4) the damage to the date Building exceeds thirty-five percent (35%) of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablethe replacement value of the Building.

Casualty. In the event of any casualty, Grantor will give immediate notice by mail to Lender, and will commence proof of loss with the casualty insurer. Lender reserves the right to direct and approve all proof of loss and claims procedures. If proof of loss is not made promptly by Grantor, Lender is authorized by Grantor to do so. Each insurance company concerned is hereby authorized and directed to make payment for such loss directly to Lender and not to Grantor and Lender jointly. The insurance proceeds shall be applied, at Lender's option, either (a) Ifto the reduction of the Secured Obligations (in such order as Lender determines), principal or interest, whether matured or unmatured, but only if an Event of Default (as hereinafter defined) has occurred, or (b) to the restoration and repair of the damaged Mortgaged Property provided that (i) Grantor and Lender agree that such restoration and repair is economically feasible and reasonable, (ii) Grantor and Lender agree that Lender's security will not be lessened or impaired thereby, (iii) no Event of Default has occurred and is continuing and (iv) Grantor and Lender agree that the proceeds shall be adequate to pay all estimated costs of restoration and repair or Grantor shall deposit with Lender sums sufficient, in Lender's opinion, when added to such proceeds, to pay all such estimated costs. If such proceeds are to be applied to restoration and repair, Grantor covenants and agrees to promptly commence the restoration and repair of such damaged Mortgaged Property to as nearly as possible the same condition as existed prior to such casualty, except as otherwise approved in writing by Lender, and to diligently prosecute such restoration and repair to completion, paying all costs thereof that the insurance proceeds and other sums deposited by Grantor with Lender may be insufficient to pay. If at any time during or times Lender determines, in Lender's sole discretion, that the Termproceeds and such sums deposited by Grantor may be insufficient to pay in full all estimated costs of restoration and repair, Grantor shall on demand deposit with Lender such additional sums as Lender deems necessary to pay all such estimated costs. Grantor will submit plans and design and construction contracts for such restoration and repair to Lender for Lender's prior written approval. The proceeds of insurance and any sums deposited by Grantor with Lender as aforesaid shall be held by Lender and disbursed in payment of the Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery costs of such damage (a "Restoration Notice") restoration and repair in accordance with such procedures and subject to such conditions as Lender shall require. Any proceeds of insurance in excess of the costs of restoration and repair shall, at the option of Lender, be applied 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 reduction of the date that is seventy-five (75) days after the date of discovery of such damage Secured Obligations or destruction; provided, however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableperson legally entitled thereto.

Casualty. (a) If, at any time during the Term, the Building or the If Premises are damaged by casualty to such extent that they are rendered untenantable by Tenant or destroyed by a fire or other insured casualtyreasonably unsuitable for the conduct of Tenant’s business thereon, Landlord shall notify advise Tenant within 30 days after discovery of such damage (a "Restoration Notice") as to the amount length of time Landlord reasonably estimates it will take required to fully restore the Premises, as applicable Premises within thirty (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 (7530) days after the occurrence of the fire or other casualty. If it is reasonably determined by Landlord that the Premises cannot be made tenantable or otherwise suitable to the conduct of Tenant’s business within one hundred eighty (180) days of the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord's election to restorecasualty, Tenant may elect to terminate this Lease by written notice to notifying the Landlord delivered in writing of such termination within forty-five ten (4510) days after Landlord shall have notified Tenant of receipt of a notice from the time required. If Landlord estimating a Restoration Period advises Tenant that repair or restoration shall take less than one hundred eighty (180) days after such damage, and if Landlord does not complete the repairs and restoration that is necessary for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease Tenant's occupancy pursuant to this the definition of Substantial Completion, Tenant shall have the same rights and remedies as set forth in Section 5.125, Landlord shall promptly restore the Premises (including all tenant improvements that were part below, as it had for any delay in completion of the Premises upon Lease commencement subject to Force Majeure, as defined in Section 31. If Tenant does not terminate the Lease, the Rent shall be reasonably abated during the period of repair based on that portion of the date of this Lease), as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued not reasonably usable by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES")Tenant; provided, however, that if fifty percent (50%), or more, of the Premises are untenable or reasonably unsuitable for the conduct of Tenant’s business, in Tenant's reasonable opinion, all Rent shall be abated until the repair or and restoration of the entire Premises is not substantially complete as of completed to Substantial Completion. Notwithstanding the end of foregoing, the Maximum Restoration Period, Landlord shall cease all workrental abatement allowed pursuant to this Section 16.1 only applies to the extent, and Tenant may by written notice to Landlord delivered within five (5) business days for any period of the expiration of Maximum Restoration Periodtime, 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicable.that rental payments to

Casualty. (a) If, at any time during If the Term, the Building or the Leased Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify promptly give written notice to Tenant whether the Leased Premises can reasonably be repaired 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) 180 days after the date of discovery the occurrence of such damage fire or destructionother casualty. If Landlord notifies Tenant that it does not believe that the Leased Premises 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 time within 30 days after the date of Tenant's receipt of the aforementioned notice from Landlord. If Landlord determines that the Leased Premises 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 Leased Premises cannot be reasonably repaired within such 180-day period, then Landlord will proceed to repair the Leased Premises at its sole expense; provided, however, that notwithstanding Landlord's election Landlord will in no event be required to restore, repair any improvements previously made to or any fixtures previously installed in the Leased Premises by Tenant may elect (other than the improvements initially constructed to terminate this Lease the Leased Premises by written notice Landlord pursuant to Landlord delivered within forty-five (45) days of receipt Section 9 and Exhibit D). If the Leased Premises are rendered untenantable in whole or in part as a result of a notice from Landlord estimating a Restoration Period for fire or other casualty, then all rent accruing after the Premises longer than occurrence of any such fire or other casualty and prior to 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 completion of the Premises as repair of the date Leased Premises will be equitably and proportionately abated to reflect the untenantable portion of this Lease), as needed the Leased Premises. Landlord will not be liable to obtain Tenant for any license, clearance inconvenience or interruption to Tenant's business occasioned by such fire or other authorization of any kind required to enter into and restore casualty or the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES"); provided, however, that if concomitant 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableLeased Premises.

Casualty. (a) If, at any time during In the Term, event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by a fire fire, or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage (a "Restoration Notice") as agrees to promptly restore and repair the amount of time Landlord reasonably estimates it will take to restore the Leased 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 obligation hereunder shall be limited to restorethe reconstruction of such of the tenant finish improvements as were originally required to be made by Landlord, Tenant may elect to terminate this Lease by written notice to Landlord delivered if any, as more particularly described on Exhibit B. Rent shall proportionately abate during the time that the Leased Premises or part thereof are xxxxxble because of any such damage. Notwithstanding. the foregoing, if the Leased Premises are (i) so destroyed that they cannot be repaired or rebuilt within forty-five one hundred eighty (45180) days of receipt 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 are insufficient to rebuild the Building and the Leased Premises; then, in case of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless clause (i) casualty, either Landlord or Tenant so elects may, or, in the case of a clause (ii) casualty, then Landlord may, upon thirty (30) days' written notice to the other party, terminate this Lease pursuant with respect to matters thereafter accruing. In the event of a casualty rendering the Leased Premises untenantable and neither Landlord or Tenant terminate the Lease as provided hereunder, upon receipt of a written request from Tenant, Landlord will use commercially reasonable efforts to find Tenant temporary space owned or controlled by Landlord at the time of Landlord's receipt of such request, which space shall be leased by Landlord to Tenant at the same rental rate and upon the terms contained in this Section 5.1Lease, Provided the casualty rendering the Leased Premises unteriantable is not caused by the negligence of Tenant, its contractors, agents, employees, invitees, or customers, Landlord shall promptly restore the Premises (including all tenant improvements that were part of the Premises as of the date of this Lease)relocate Tenant to such temporary space at Landlord's expense, as needed to obtain any license, clearance or other authorization 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 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 only be required to pay such expenses that are not covered by 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableTenant's insurance.

Casualty. (a) If, at any time during If the Term, the Building Property or the Premises are Condominium Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty resulting in damage exceeding $2,000,000 (a “Casualty”), Landlord Borrower shall notify Tenant within 30 days after discovery give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall proceed to diligently restore, repair, replace or rebuild the Property and shall cause the Condominium Board to diligently restore, repair, replace or rebuild the Condominium Property in accordance with the Condominium Documents, in each case, in accordance with Legal Requirements to be of substantially equal quality and rentable square footage and of substantially the same character as prior to such damage (or destruction, with such changes as may be reasonably approved by Lender. Borrower shall cause the Condominium Board to, in good faith and in a "Restoration Notice") as commercially reasonable manner, file and prosecute the adjustment, compromise or settlement of any claims with respect to the amount of time Landlord reasonably estimates it will take Condominium Property. Lender may, but shall not be obligated to, make a claim if not made by Borrower (or the Condominium Board with respect to restore the Premises, as applicable (the "Restoration Period"). If the Restoration Period is estimated to exceed Condominium Property) within fifteen (15) months (the "Maximum Restoration Period"), Landlord may, in such notice, elect to terminate this Lease as Business Days after Borrower’s actual knowledge of the date that is seventy-five (75) days after the date of discovery occurrence of such damage or destruction; providedCasualty. In addition, however, that notwithstanding Landlord's election to restore, Tenant Lender may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of 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 participate in any license, clearance or other authorization of 81 settlement discussions with 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 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 workinsurance companies, and Tenant may by any final settlement shall be subject to Lender’s prior written notice approval, which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Lender fails to Landlord delivered approve or deny (stating the reason for such denial) such final settlement within five (5) business days Business Days after its approval is requested by Borrower, (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the expiration Net Proceeds or the costs of Maximum completing the Restoration Periodare equal to or greater than $15,000,000, elect and Borrower shall deliver to terminate this LeaseLender all instruments reasonably required by Lender to permit such participation. If Tenant Except as set forth in the foregoing sentence or in the Condominium Documents, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to terminate this Lease, Landlord settle and adjust the claim (if permitted hereunder) or Borrower settles such claim) shall be relieved due and payable to Lender and held and disbursed by Lender in accordance with the terms of its obligation this Agreement. In the event Borrower or any party other than Lender is a payee on any check representing Insurance Proceeds with respect to make repairs or restorationany Casualty, Borrower shall immediately endorse, and this Lease shall terminate as of the date of discovery of cause all such damage or destruction. Landlord shall retain any Rent paid and the right third parties to any Rent endorse, such check payable by Tenant and applicable to the date order of terminationLender. If Tenant does not timely elect Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to, upon five (5) Business Days prior notice to terminateBorrower or during the continuance of an Event of Default, this Lease shall remain endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablerespect of any Casualty.

Casualty. (a) If, at If all or any time during the Term, the Building or part of the Premises are shall be damaged or destroyed by a fire casualty which is insured or required to be insured under this Lease, or by any other insured casualtycasualty if the cost to repair such other casualty does not exceed twenty percent (20%) of the total replacement cost of the Improvements, Tenant shall promptly notify the Landlord shall notify Tenant within 30 days after discovery of such thereof, and shall, with reasonable promptness and diligence, rebuild, replace and repair any damage (a "Restoration Notice") as or destruction to the amount Premises, at its expense, in conformity with the requirements of time Landlord reasonably estimates it will take Section 5.4(a) hereof, in such manner as to restore the Premisessame to the same or better condition as existed prior to such casualty, using materials of the same or better grade than that of the materials being replaced, and there shall be no abatement of Basic Rent or Additional Rent. Proceeds of casualty insurance of $100,000.00 or less shall be paid to Tenant. Proceeds in excess of $100,000.00 shall be held by Landlord or a proceeds trustee (which may be Lender, an escrow or title company, or a bank or trust company designated by Landlord) and paid to Tenant, but only against certificates of Tenant, appropriate lien waivers and such other information reasonably required by Landlord or the proceeds trustee delivered to Landlord from time to time, but not more frequently than once per calendar month, as applicable (such work or repair progresses. Each such certificate shall describe the "Restoration Period")work or repair for which Tenant is requesting payment and the cost incurred by Tenant in connection therewith and stating that Tenant has not theretofore received payment for such work and has sufficient funds remaining to complete the work free of liens or claims. 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 Any proceeds remaining 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 written notice to Landlord delivered within forty-five (45) days of receipt of a notice from Landlord estimating a Restoration Period for has repaired the Premises longer than the Maximum Restoration Periodshall be delivered to Tenant. Unless either Landlord or No payment shall be made to 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 if there exists any Event of the Premises as of the date of this Lease), as needed to obtain any license, clearance or other authorization 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 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 written notice to Landlord delivered within five (5) business days of the expiration of Maximum Restoration Period, elect to terminate Default under this Lease. If Tenant elects is not required 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminaterestore after a casualty, this Lease shall nevertheless remain in full force and effect, and with no abatement of Basic Rent or Additional Rent, except that Landlord shall complete all repairs and restoration as soon as reasonably practicablehave the right to terminate this Lease by notice to Tenant if Tenant does not agree to restore within sixty (60) days after the casualty, or if Tenant agrees to restore but does not diligently proceed to do so.

Casualty. (a) IfIf the Property shall sustain a Casualty, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord Borrower shall notify Tenant within 30 days after discovery give prompt notice of such damage Casualty to Administrative Agent and shall promptly commence and diligently prosecute to completion the repair and restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty (a "Restoration Notice"“Restoration”) as to the amount of time Landlord reasonably estimates and otherwise in accordance with Section 5.3, it will take being understood, however, that Borrower shall not be obligated to restore the PremisesProperty to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable and permitted by Legal Requirements, to be of at least equal value and of substantially the same character as applicable (prior to the "Casualty. Borrower shall pay all costs of such Restoration Period")whether or not such costs are covered by insurance. If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period"), Landlord Administrative Agent may, in such noticebut shall not be obligated to, elect to terminate this Lease as make proof of the date that is seventy-five (75) days after the date of discovery of such damage or destructionloss if not made promptly by Borrower; provided, however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease any insurance proceeds received by written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 Administrative Agent in respect of such damage or destruction. Landlord destruction shall retain be made available to pay the costs of such Restoration at the time or times, and subject to the conditions precedent, specified in Section 5.3 below; provided, further, however, in the event such insurance proceeds are not made available to Borrower pursuant to the terms of Section 5.3 below, nothing herein shall in any Rent paid way limit Borrower’s obligation to repair the Property to the extent necessary (i) to protect life and safety at the Property and (ii) to return the Property to a condition where the Property is deemed an architectural whole whereby access to any portion of the Property is not materially impaired and the right to any Rent payable by Tenant shell of the applicable Improvements are fully complete and applicable to closed. In the date event of termination. If Tenant a Casualty where the loss does not exceed the Restoration Threshold, Borrower may settle and adjust such claim without Administrative Agent’s prior consent; provided that (a) no Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable and timely elect manner. In the event of a Casualty where the loss does not exceed the Restoration Threshold, Borrower may settle and adjust such claim without Administrative Agent’s prior consent; provided that (a) no Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty where the loss exceeds the Restoration Threshold, or if an Event of Default then exists, Borrower may settle and adjust such claim only with the consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed) and Administrative Agent shall have the opportunity to terminateparticipate, at Borrower’s cost, in any such adjustments. Notwithstanding any Casualty, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicable.Agreement. 5.2.2

Casualty. (a) If, at any time during If the Term, the Building or the Premises are Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (a “Casualty”), Landlord Borrower shall notify Tenant within 30 days after discovery give prompt notice of such damage (a "to Lender and shall promptly commence and diligently prosecute the completion of the Restoration Notice") of the Property as nearly as possible to the amount condition the Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 5.4. Borrower shall pay all costs of time Landlord reasonably estimates it will take such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to restore make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Premises, as applicable (Net Proceeds or the "Restoration Period"). If costs of completing the Restoration Period is estimated are equal 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 written notice to Landlord delivered within forty-five (45) days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer greater than the Maximum Restoration PeriodThreshold and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Unless either Landlord Any Insurance Proceeds in connection with any Casualty (whether or Tenant so not Lender elects to terminate settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Lease pursuant Agreement. In the event Borrower or any party other than Lender is a payee on any check representing Insurance Proceeds with respect to this Section 5.1any Casualty, Landlord Borrower shall promptly restore immediately endorse, and cause all such third parties to endorse, such check payable to the Premises (including all tenant improvements that were order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. The expenses incurred by Lender in the adjustment and collection of Insurance Proceeds shall become part of the Premises as of Obligations, shall be secured by the date of this Lease), as needed Loan Documents and shall be reimbursed by Borrower to obtain Lender upon demand. Borrower hereby releases Lender from any license, clearance or other authorization and all liability with respect to the settlement and adjustment by Lender of any kind required to enter into and restore the Premises issued by claims in respect of any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableCasualty.

Casualty. (a) IfIf the Property shall sustain a Casualty, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord Borrower shall notify Tenant within 30 days after discovery give prompt notice of such damage Casualty to Lender and, subject to delays due to Force Majeure, shall promptly commence and diligently prosecute to completion the repair and restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty (a "Restoration Notice"“Restoration”) as to the amount of time Landlord reasonably estimates and otherwise in accordance with Section 5.3, 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; providedbeing understood, however, that notwithstanding Landlord's election Borrower shall not be obligated to restorerestore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, Tenant may elect to terminate this Lease the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance, provided that Borrower shall have the rights with respect to Net Proceeds set forth in Section 5.3 below. Upon written notice to Landlord delivered within forty-five (45) days Borrower, Lender may, but shall not be obligated to, make proof of receipt loss if not made promptly by Borrower. In the event of a notice from Landlord estimating a Restoration Period for Casualty where 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant loss does not exceed the Restoration Threshold, in Lender’s reasonable determination, Borrower may settle and adjust such claim; provided that (a) no Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable and timely elect manner. In the event of a Casualty where the loss exceeds the Restoration Threshold, in Lender’s reasonable determination, or if an Event of Default then exists, Borrower may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed) and Lender shall have the opportunity to terminateparticipate, this Lease shall remain at Borrower’s cost, in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicable.any such

Casualty. (a) If, at any time during If the Term, the Building or the Premises are Individual Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (a “Casualty”), Landlord Borrower shall notify Tenant within 30 days after discovery cause (with respect to a Casualty with respect to which the Net Proceeds would reasonably be expected to exceed $500,000) Mortgage Borrower and Maryland Owner to give reasonably prompt notice of such damage (a "to Lender and shall, or shall cause Mortgage Borrower and Maryland Owner to reasonably promptly commence and diligently prosecute the completion of the Restoration Notice") of the Individual Property as nearly as possible to the amount of time Landlord condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be 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, approved by Lender and otherwise in such notice, elect to terminate this Lease as accordance with Section 6.4 of the date that is seventy-five (75) days after the date of discovery of such damage or destructionMortgage Loan Agreement; provided, however, in the event that notwithstanding Landlord's election Net Proceeds are not made available by Mortgage Lender for restoration (A) Borrower and Mortgage Borrower and Maryland Owner shall not be required to restorerepair or restore the Individual Property as set forth above, Tenant provided that Borrower shall cause Mortgage Borrower and Maryland Owner to take, at its own expense, such steps as may elect be reasonably required to terminate this Lease put and maintain the Improvements in a safe and secure condition; (B) Borrower or Mortgage Borrower and Maryland Owner may, at its or their own expense, make such alterations and repairs to the Improvements as Borrower and Mortgage Borrower and Maryland Owner may desire to restore the Improvements to a functioning skilled nursing facility or assisted living facility in compliance with all applicable material Legal Requirements and material Health Care Requirements; (C) Lender shall waive any defaults hereunder based on the physical condition of the Improvements unless and until Borrower or Mortgage Borrower and Maryland Owner shall restore the same as set forth in the foregoing clause (B); and (D) Borrower shall permit Mortgage Borrower and Maryland Owner to obtain a release of the Individual Property from the lien of the Mortgage subject to and in accordance with Section 2.6.1 hereof and Section 2.6.1 of the Mortgage Loan Agreement. Borrower shall pay or cause Mortgage Borrower and Maryland Owner to pay, all costs of such Restoration whether or not such costs axe covered by written insurance. Lender may after notice to Landlord delivered within forty-five (45) days Borrower, but shall not be obligated to, make proof of receipt loss if not made reasonably promptly by Borrower or Mortgage Borrower and Maryland Owner. In the event of a notice from Landlord estimating Casualty where the loss does not exceed the Restoration Threshold, Mortgage Borrower and Maryland Owner may settle and adjust such claim; provided that (a) no Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable manner. In the event of a Casualty where the loss exceeds the Restoration Period Threshold (or if below the Restoration Threshold, if such adjustment is not carried out in a commercially reasonable manner) or if an Event of Default then exists, Mortgage Borrower and Maryland Owner may settle and adjust such claim only with the consent of Lender. In addition, Lender may participate in any such settlement or adjustment discussions with any insurance companies with respect to any Casualty in which the loss exceeds the Restoration Threshold and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Notwithstanding anything contained herein to the contrary, if, following a Casualty, in the event that Net Proceeds therefor are not made available by Mortgage Lender 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 authorization 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 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 affected Individual Property, and Mortgage Borrower and Maryland Owner have received a “Rejectable Offer”, under and as defined in the Master Lease, from the Operator of the affected Individual Property, Mortgage Lender shall make such Net Proceeds available to Mortgage Borrower and Maryland Owner (in the event that such Rejectable Offer is not substantially complete as of accepted, but the end of applicable Individual Property is to be released from the Maximum Restoration Period, Landlord shall cease all work, and Tenant may by 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 shall retain any Rent paid Mortgage Loan and the right related Operating Lease is to any Rent payable by Tenant be terminated), or, at Mortgage Borrower’s and applicable Maryland Owner’s direction, to the date of termination. If Tenant does not timely elect applicable Operator (in the event that the Rejectable Offer is accepted and the affected Individual Property is to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablebe sold to the related Operator).

Casualty. If the Mortgaged Property shall sustain the occurrence of damage or destruction to the Mortgaged Property, or any part thereof, by fire, flood, vandalism, windstorm, hurricane, earthquake, acts of terrorism or any other casualty (aa “Casualty”) Ifthe cost of which to repair is reasonably expected to exceed $250,000, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord Grantor shall notify Tenant within 30 days after discovery give prompt notice of such damage Casualty to Agent and, provided Agent makes or will make the Net Proceeds (a "Restoration Notice"hereinafter defined) as to available therefor (but irrespective of the sufficiency of the amount of time Landlord reasonably estimates it will take to restore the Premises, such Net Proceeds for Restoration (as applicable (the "Restoration Period"hereinafter defined). If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period"), Landlord may, in such notice, elect shall promptly commence and diligently prosecute to terminate this Lease as completion the repair and restoration of the date that is seventy-five Mortgaged Property as nearly as reasonably possible to the condition the Mortgaged Property was in immediately prior to such Casualty (75a “Restoration”) days after the date of discovery of such damage or destruction; providedand otherwise in accordance with Section 1.3 below, it being understood, however, that notwithstanding Landlord's election Grantor shall not be obligated to restorerestore the Mortgaged Property to the precise condition of the Mortgaged Property prior to such Casualty provided the Mortgaged Property is restored, Tenant may elect to terminate this Lease the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. For purposes herein, the term “Net Proceeds” when used with respect to any Condemnation Awards or Insurance proceeds, means the gross cash and non-cash proceeds from any Condemnation or Casualty remaining after payment of all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees of outside counsel, incurred in the collection of such gross proceeds. Grantor shall pay all costs of such Restoration whether or not such costs are covered by written notice insurance, so long as Agent has made all Net Proceeds available to Landlord delivered within forty-five Grantor. Agent may, but shall not be obligated to, make proof of loss if not made promptly by Grantor and, subject to the terms hereof, participate in any claim recovery. Grantor shall provide Agent with a copy of any and all claims for which the proceeds are expected to exceed the Restoration Threshold (45) days as defined below), and diligently and continuously pursue such claim with the insurer in a manner which shall maximize the amount and expedite the timing of receipt such claim. Grantor shall provide Agent with a copy of all such documents related to the processing of such claim. Grantor shall continue to inform Agent as to the status of recovery of the Net Proceeds and shall provide Agent with all information reasonably requested by Agent in connection therewith. Notwithstanding anything to the contrary implied herein, in the event of a notice from Landlord estimating a Restoration Period Casualty where the loss does not exceed five percent (5%) of the Asset Value for the Premises longer than applicable Mortgaged Property (the Maximum “Restoration PeriodThreshold”), Grantor may settle and adjust such claim; provided that (a) no Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable manner. Unless either Landlord In the event of a Casualty where the loss exceeds the Restoration Threshold or Tenant so elects if an Event of Default has occurred and is continuing, Grantor may settle and adjust such claim only with the consent of Agent (which consent will not be unreasonably withheld, conditioned or delayed) and Agent shall have the opportunity to terminate this Lease pursuant participate, at Grantor’s cost, in any such adjustments. Agent is hereby authorized and irrevocably appointed as attorney-in-fact, for Grantor coupled with an interest, to this Section 5.1adjust or settle any claim(s) (i) if not adjusted or settled promptly by Grantor or (ii) if there has occurred and is continuing an Event of Default. Notwithstanding any Casualty, Landlord Grantor shall promptly restore continue to repay the Premises (including all tenant improvements that were part aggregate outstanding principal amount of the Premises as of Advances at the date of time and in the manner provided for its payment in the Credit Agreement and in this Lease), as needed to obtain any license, clearance or other authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableMortgage.

Casualty. (a) If, at If any time during the Term, the Building or the Premises are Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (a “Casualty”), Landlord Borrowers shall notify Tenant within 30 days after discovery cause Mortgage Borrowers to give prompt notice of such damage to Lender and shall cause Mortgage Borrowers to promptly commence and diligently prosecute the completion of the Restoration so that such Property resembles, as nearly as possible, the condition such Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender (a "Restoration Notice") as to the amount extent such alterations are 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 (15a type that would require Lender’s approval under Section 5.1.21 hereof) months (the "Maximum Restoration Period"), Landlord may, and otherwise in such notice, elect to terminate this Lease as accordance with Section 6.4 of the date Mortgage Loan Agreement, provided, that if (A) Mortgage Lender is seventy-five obligated to make Net Proceeds available to Mortgage Borrowers for purposes of Restoration in accordance with Section 6.4 of the Mortgage Loan Agreement, (75B) days after the date of discovery of Mortgage Lender has received such damage or destruction; providedNet Proceeds, and (C) Mortgage Lender has not made such Net Proceeds available to Mortgage Borrowers, then Borrowers shall not be required to cause Mortgage Borrowers to repair and restore such Property unless and until such Net Proceeds are made available to Mortgage Borrowers. It is expressly understood, however, that notwithstanding Landlord's election Mortgage Borrowers shall not be obligated to restorerestore 123 such Property to the precise condition of such Property prior to such Casualty provided such Property is restored, Tenant to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrowers shall pay, or shall cause Mortgage Borrowers to 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 any Borrower or any Mortgage Borrower. In addition, Lender may elect participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to terminate this Lease any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than the Restoration Threshold and the applicable Borrower shall, or shall cause the applicable Mortgage Borrower to, deliver to Lender all instruments reasonably required by written notice Lender to Landlord delivered within forty-five (45) days of receipt permit such participation. In the event of a notice from Landlord estimating a Casualty in which the Net Proceeds and the costs of completing the Restoration Period for the Premises longer are each less than the Maximum Restoration Period. Unless either Landlord Threshold, Borrowers may settle and adjust such claim without Lender’s consent 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableparticipation.

Casualty. (a) If, at any time during the Term, the Building or the Premises are If a Property is damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (in either case, Landlord a “Casualty”), Borrower shall notify Tenant within 30 days after discovery give prompt notice thereof to Lenders. Lenders may, but shall not be obligated to, make proof of loss if not made promptly by Borrower. In addition, Lenders may participate in any settlement discussions with any insurance companies if an Event of Default has occurred and is continuing and the settlement with the insurance company is reasonably likely to exceed the Restoration Threshold, and Borrower shall not settle or permit any settlement in excess of the Restoration Threshold without Required Lenders’ approval, (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds thereof or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Restoration Threshold Amount, and Borrower shall deliver to Lenders all instruments required by Required Lenders to permit such damage participation. Any Insurance Proceeds in connection with any Casualty (a "Restoration Notice"whether or not Required Lenders elect to settle and adjust the claim or Borrower settles such claim) as shall be due and payable solely to the amount Cash Management Account and held and disbursed in accordance with the terms of time Landlord reasonably estimates it will take this Agreement. Except as provided in Section 6.4, if Borrower or any party other than a Lender receives any Insurance Proceeds, Borrower shall immediately deliver such proceeds to restore the PremisesCash Management Account and shall endorse, and cause all such third parties to endorse, a check payable therefor to Lenders, for deposit into the Cash Management Account. Borrower hereby irrevocably appoints Lenders as applicable its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lenders. Borrower hereby releases Lenders from any and all liability with respect to the settlement and adjustment by Lenders of any claims in respect of any Casualty, other than for actions that constitute gross negligence or intentional misconduct. In lieu of complying with the provisions set forth above and DB1/ 149149761.5 in Section 6.4, not later than thirty (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 (7530) days after the date occurrence of discovery any Casualty, Borrower may prepay the Allocated Loan Amount of the Property which suffered such damage or destruction; provided, however, that notwithstanding Landlord's election Casualty together with accrued and unpaid interest on such portion of the Loan but without any Yield Maintenance Premium. With respect to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of receipt any Restoration of a notice from Landlord estimating Property with 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 total expected cost exceeding Twenty-Five Thousand and No/100ths Dollars (including all tenant improvements that were part of the Premises as of the date of this Lease$25,000.00), as needed to obtain any license, clearance Required Lenders (or other authorization 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 remediation of Hazardous Materials (hereinafter definedtheir designee) 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 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 shall retain any Rent paid and have the right to any Rent payable by Tenant and applicable inspect such Property after the completion of such Restoration to determine if the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableRestoration meets the Renovation Standards.

Casualty. (a) If, at Grantor shall promptly notify Beneficiary and Purchaser of any time during the Term, the Building loss whether covered by insurance or the Premises are damaged not. In case of loss or destroyed damage by a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of Beneficiary is authorized (i) to settle and adjust any claim under insurance policies which insure against such damage risks, or (a "Restoration Notice"ii) as to allow Grantor to agree with the insurance company or companies on the amount of time Landlord reasonably estimates it will take to restore be paid in regard to such loss. In either case, the Premises, as applicable (the "Restoration Period")Beneficiary is authorized to collect and receipt for any such insurance money. If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period"), Landlord Such insurance proceeds may, in such notice, elect to terminate this Lease as at the option of the date that is seventy-five (75) days after Beneficiary, be applied in the date reduction of discovery the Indebtedness secured hereby, whether due or not, or be held by the Beneficiary without any allowance of such damage or destruction; provided, however, that notwithstanding Landlord's election interest and used to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of receipt of a notice from Landlord estimating a Restoration Period reimburse Grantor for the Premises longer than cost of the Maximum Restoration Periodrebuilding or restoration of buildings or improvements on said Premises. Unless either Landlord or Tenant so If, for any reason, the Beneficiary elects to terminate this Lease pursuant make said proceeds available to this Section 5.1, Landlord shall promptly restore reimburse Grantor for the Premises (including all tenant improvements that were part cost of the Premises as of the date of this Lease), as needed to obtain any license, clearance or other authorization 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 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 rebuilding or restoration of the Premises is not substantially complete as buildings or improvements on said Premises, such proceeds shall be made available during the course of restoration in the manner and under the conditions that the Beneficiary may in its sole discretion require, including without limitation, (i) Beneficiary's approval of plans and specifications of such work and approval of the end contractors and subcontractors performing such work prior to the time such work is commenced, (ii) Grantor's delivery of suitable completion or performance bonds and Builder's All Risk insurance, (iii) delivery of suitable lien waivers and title insurance endorsements, (iv) Grantor's satisfaction of Purchaser's other normal and customary construction loan requirements, (v) acknowledgement that no insurer claims any rights of participation and/or assignment of rights with respect to the Maximum Restoration Period, Landlord shall cease all workIndebtedness secured hereby, and Tenant may by written notice to Landlord delivered within five (5vi) business days of the expiration of Maximum Restoration Period, elect to terminate this Lease. If Tenant elects to terminate this Lease, Landlord buildings and improvements shall be relieved so restored or rebuilt so as to be of its obligation at least equal value and substantially the same character as prior to make repairs or restoration, and this Lease shall terminate as of the date of discovery of such damage or destruction. Landlord shall retain If the proceeds are made available by the Beneficiary to reimburse the Grantor for the cost of said rebuilding or restoration, any Rent surplus which may remain out of said insurance proceeds after payment of such cost of rebuilding or restoration shall, at the option of the Beneficiary, be applied on account of the Indebtedness secured hereby or be paid and the right to any Rent payable by Tenant and applicable Grantor. If Beneficiary exercises its option to apply such proceeds to the date reduction of termination. If Tenant does not timely elect to terminatethe Indebtedness secured hereby, this Lease the same shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablebe done without prepayment penalty.

Casualty. Insurance Landlord shall maintain causes of loss-special form (apreviously known as all risks) Ifinsurance coverage (or its then equivalent) on the Office Building (excluding any alterations and improvement to the leasable or leased portions of the Office Building, at any time during the Termincluding, without limitation, the Leased Premises, which are above building standard leasehold improvements). Said insurance shall be maintained with an insurance company authorized to do business in Texas, in amounts representing the full replacement cost of the Office Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage (a "Restoration Notice") as excluding any alterations and improvement to the amount leasable or leased portions of time the Office Building, including, without limitation, the Leased Premises which, are above building standard leasehold improvements), and at the expense of Landlord reasonably estimates it will take (but with the same to restore be included in the Premises, Operating Expenses as applicable (the "Restoration Period")described in Section 2.4 hereof) and payments for losses thereunder shall be made solely to Landlord. If the Restoration Period is estimated annual premiums to be paid by Landlord shall exceed fifteen the standard rates because of Tenant’s manner of use, or because of contents of the Leased Premises, Tenant shall promptly pay the excess amount of the premium upon request by Landlord (15) months (the "Maximum Restoration Period")and, if necessary, Landlord maymay allocate the insurance costs of the Office Building to give effect to this sentence). Alternatively, Landlord may meet its insurance coverage requirements hereunder through blanket coverage, provided that the coverage thereunder is substantially similar to the coverage which would otherwise have been provided in order to comply with this Section 6.4. Landlord’s insurance under this Section 6.4 shall be primary to Tenant’s insurance with respect to the restoration of building standard improvements in the Leased Premises per the requirements of Section 6.3. Tenant shall maintain at its expense causes of loss-special form (previously known as all risks) insurance coverage (or its then equivalent) on a broad form basis on the full replacement value of all of Tenant’s furniture and fixtures, machinery, equipment, stock, inventory and any other personal property, including removable trade fixtures, located in the Leased Premises and on any alterations and improvements to the Leased Premises, including, without limitation, Tenant’s Work, which, 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 destructioneach case are above building standard leasehold improvements; provided, however, Tenant shall not be obligated to insure more than $3,000,000 of above building standard leasehold improvements. All such insurance required to be maintained by Tenant shall insure against “all risks of direct physical loss” and shall provide that notwithstanding such insurance policies shall be primary policies, not contributing with and not supplemental to any coverage that Landlord and any Landlord's election ’s mortgagee may carry (with any policies of Landlord and any Landlord’s mortgagee being excess, secondary and non-contributing) in respect to restore, Tenant may elect claims relating to terminate this Lease by the Leased Premises and shall not be cancelable and/or the coverage thereunder shall not be reduced without at least ten (10) days advance written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableLandlord.

Casualty. (a) IfIf the Property shall sustain a Casualty, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord Borrowers shall notify Tenant within 30 days after discovery give prompt notice of such damage Casualty to Mezzanine Lender and, subject to the requirements of the Senior Loan Documents, shall promptly commence and diligently prosecute to completion (or cause owner to promptly commence and diligently prosecute to completion) the repair and restoration of the applicable Property as nearly as possible to the condition the applicable Property was in immediately prior to such Casualty (a "Restoration NoticeRESTORATION") as to and otherwise in accordance with this SECTION 5.2.1 and the amount of time Landlord reasonably estimates Senior Loan Documents, 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; providedbeing understood, however, that notwithstanding Landlord's election Borrower, or Owner, as the case may be, shall not be obligated to restorerestore the applicable Property to the precise condition of the applicable Property prior to such Casualty provided the applicable Property is restored, Tenant may elect to terminate this Lease the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Subject to the requirements of the Senior Loan Documents, Borrowers shall pay (or cause Owner to pay) all costs of such Restoration whether or not such costs are covered by written notice insurance. Subject to Landlord delivered within forty-five (45) days the rights of receipt Senior Lender under the Senior Loan Documents, Mezzanine Lender may, but shall not be obligated to, submit proof of loss if not submitted promptly by Borrower or Owner. In the event of a notice from Landlord estimating Casualty where the loss does not exceed the Restoration Threshold, Borrower may cause Owner to settle and adjust such claim; provided that (i) no Event of Default has occurred and is continuing and (ii) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty where the loss exceeds the Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord Threshold or Tenant so elects to terminate this Lease pursuant to this Section 5.1if an Event of Default then exists, 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable subject to the date rights of terminationSenior Lender under the Senior Loan Documents, Borrowers may settle and adjust such claim only with the consent of Mezzanine Lender (which consent shall not be unreasonably withheld or delayed) and Mezzanine Lender shall have the opportunity to participate, at Borrower's cost, in any such adjustments; PROVIDED, HOWEVER, if Borrowers fail to cause the applicable Owner to settle and adjust such claim within 60 days after the Casualty, Mezzanine Lender shall have the right, subject to the rights of Senior Lender under the Senior Loan Documents, to settle and adjust such claim at such Borrower's cost and without any Borrower's or any Owner's consent. If Tenant does not timely elect Notwithstanding any Casualty, Borrowers shall continue to terminate, pay the Obligations at the time and in the manner provided for its payment in the Mezzanine Notes and in this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableAgreement.

Casualty. Anything in this Sublease or the provisions of the Prime Lease to the contrary notwithstanding: (a) If, at any time during in the Term, event the Building or the Demised Premises are shall be damaged or destroyed by as a result of any fire or other insured casualty, or in the event the Demised Premises are rendered untenantable as described in Section 15.06 of the Prime Lease, Tenant shall have the same right to terminate this Sublease as Landlord, as tenant under the Prime Lease, has to terminate or otherwise cause the term of the Prime Lease to expire or be forfeited, except that any time period in the Prime Lease within which Landlord as tenant under the Prime Lease shall notify be required to give a notice or to act, shall, for purposes of Tenant's rights and obligations hereunder, be reduced by ten (10) days in the case of casualty or in the case of an untenantable condition described in Section 15.06 of the Prime Lease, Tenant's right to terminate will be upon twenty-five (25) days prior notice to Landlord; and (b) Tenant within 30 days after discovery shall have no right to an abatement of rent unless Landlord is entitled to a corresponding abatement with respect to its corresponding obligation under the Prime Lease as it relates to the Demised Premises (and the dollar amount of such damage (a "Restoration Notice") as abatement shall be limited to the amount of time the abatement to which Landlord reasonably estimates it will take to restore is entitled under the Premises, as applicable (the "Restoration Period"Prime Lease). If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period")If, 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 by reason of such damage or destruction; providedoccurrence, however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by written notice to the Prime Landlord delivered within forty-five (45) days of 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 the Prime Lease pursuant to this Section 5.1, Landlord shall promptly restore in accordance with the Premises (including all tenant improvements that were part provisions of the Premises as Prime Lease then, upon such termination of the Prime Lease, this Sublease shall automatically terminate as if such date of this Lease), as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore termination were the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES")Expiration Date; provided, however, that if repair or restoration Landlord has the option to terminate the Prime Lease as to part, but not all, of the Premises Demised Premises, Landlord will not, provided that Tenant is not substantially complete as of the end of the Maximum Restoration in default hereunder beyond any applicable Cure Period, terminate the Prime Lease as to the Demised Premises without the prior written consent of Tenant. Landlord shall cease all work, and not be liable for any inconvenience or annoyance to Tenant may or interference or injury to the business of Tenant resulting from any damage by written notice to Landlord delivered within five (5) business days of fire or other casualty or 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 repair of such damage or destructionunless Landlord was responsible therefor. Landlord shall retain not be required to carry insurance of any Rent paid and the right to any Rent payable by Tenant and applicable to the date of terminationkind covering Tenant's property. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablenot be required to repair or replace any of Tenant's improvements or Tenant's property unless Landlord was responsible for the casualty resulting in such damage.

Casualty. (a) If, at If any time improvements on the Premises shall be destroyed or damaged in whole or in part during the Term, the Building or the Premises are damaged or destroyed by a fire or other insured casualty, then Landlord shall notify Tenant have the options (exercisable within 30 one-hundred and eighty (180) 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 from the date that is seventy-five (75) days after the date of discovery of such damage or destruction) of terminating the Lease. If Landlord elects to repair, rebuild, restore or reconstruct the Premises it shall only be obligated to do so to the extent of the insurance proceeds available therefore. In the event that Landlord does not elect to terminate the Lease, then Tenant shall at its own expense promptly repair, restore, or reconstruct that portion of the Premises that constitutes the Premises including, without limitation, all interior walls, ceilings, and flooring. Tenant shall have the right to use for such purposes the proceeds of any hazard insurance policy(ies) maintained by Tenant for the Premises, however, Tenant shall be responsible for any amounts not covered by Tenant’s insurance policy or policies. If Tenant fails, within thirty (30) days following written notice from Landlord, to commence such repair, restoration or reconstruction or fails thereafter diligently to prosecute the same to completion, then upon written notice to Tenant, Landlord shall have the right (but not the obligation) to assume full and exclusive control of Tenant’s insurance proceeds and cause such repair, restoration or reconstruction to be done; provided, however, however that notwithstanding Tenant shall have such additional reasonable time as is necessary in order to coordinate its reconstruction efforts with any reconstruction being or to be done by Landlord's election . Tenant hereby expressly authorizes Landlord to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of receipt of a notice from Landlord estimating a Restoration Period for enter the Premises longer than the Maximum Restoration Period. Unless either Landlord or for such purposes and Tenant so elects to terminate this Lease pursuant to this Section 5.1, agrees that such entry by Landlord shall promptly restore have no other legal consequences. If the damage or destruction resulted from the gross negligence or willful misconduct of Tenant or any person occupying the Premises (including under Tenant, then all tenant improvements that were part costs and expenses incurred in accomplishing repairs, restoration or reconstruction in excess of the Premises insurance proceeds available therefore (if any) shall be paid by Tenant, and if Landlord shall advance any sums for such excess costs and expenses, then Tenant shall repay and reimburse Landlord therefore promptly upon demand and said sums shall be considered as additional Rent due and shall be included in any lien for Rent. Except in the event of the date gross negligence or willful misconduct of this Lease), as needed to obtain Tenant or any license, clearance or other authorization of any kind required to enter into and restore person occupying the Premises issued under Tenant, the Rent under the Lease shall xxxxx during any such period of repair, restoration or reconstruction to the Premises, undertaken by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or 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 workLandlord, and Tenant may by written notice shall have no right to Landlord delivered within five (5) business days of cancel or terminate 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 a result of such damage or destruction. Nevertheless, to the extent that any of the above-described property damage is covered by valid, collected insurance, the Landlord shall retain hereby waives any Rent paid subrogation rights against the Tenant, and the right to Tenant likewise hereby waives any Rent payable by Tenant and applicable to subrogation rights against the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableLandlord.

Casualty. (a) If, at any time during If the Term, the Building or the Premises are Individual Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (a "Casualty"), Landlord Borrower shall notify Tenant within 30 days after discovery cause (with respect to a Casualty with respect to which the Net Proceeds would reasonably be expected to exceed $500,000) Mortgage Borrower and Maryland Owner to give reasonably prompt notice of such damage (a "to Lender and shall, or shall cause Mortgage Borrower and Maryland Owner to reasonably promptly commence and diligently prosecute the completion of the Restoration Notice") of the Individual Property as nearly as possible to the amount of time Landlord condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be 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, approved by Lender and otherwise in such notice, elect to terminate this Lease as accordance with Section 6.4 of the date that is seventy-five (75) days after the date of discovery of such damage or destructionMortgage Loan Agreement; provided, however, in the event that notwithstanding Landlord's election Net Proceeds are not made available by Mortgage Lender for restoration (A) Borrower and Mortgage Borrower and Maryland Owner shall not be required to restorerepair or restore the Individual Property as set forth above, Tenant provided that Borrower shall cause Mortgage Borrower and Maryland Owner to take, at its own expense, such steps as may elect be reasonably required to terminate this Lease put and maintain the Improvements in a safe and secure condition; (B) Borrower or Mortgage Borrower and Maryland Owner may, at its or their own expense, make such alterations and repairs to the Improvements as Borrower and Mortgage Borrower and Maryland Owner may desire to restore the Improvements to a functioning skilled nursing facility or assisted living facility in compliance with all applicable material Legal Requirements and material Health Care Requirements; (C) Lender shall waive any defaults hereunder based on the physical condition of the Improvements unless and until Borrower or Mortgage Borrower and Maryland Owner shall restore the same as set forth in the foregoing clause (B); and (D) Borrower shall permit Mortgage Borrower and Maryland Owner to obtain a release of the Individual Property from the lien of the Mortgage subject to and in accordance with Section 2.6.1 hereof and Section 2.6.1 of the Mortgage Loan Agreement. Borrower shall pay or cause Mortgage Borrower and Maryland Owner to pay, all costs of such Restoration whether or not such costs are covered by written insurance. Lender may after notice to Landlord delivered within forty-five (45) days Borrower, but shall not be obligated to, make proof of receipt loss if not made reasonably promptly by Borrower or Mortgage Borrower and Maryland Owner. In the event of a notice from Landlord estimating Casualty where the loss does not exceed the Restoration Threshold, Mortgage Borrower and Maryland Owner may settle and adjust such claim; provided that (a) no Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable manner. In the event of a Casualty where the loss exceeds the Restoration Period Threshold (or if below the Restoration Threshold, if such adjustment is not carried out in a commercially reasonable manner) or if an Event of Default then exists, Mortgage Borrower and Maryland Owner may settle and adjust such claim only with the consent of Lender. In addition, Lender may participate in any such settlement or adjustment discussions with any insurance companies with respect to any Casualty in which the loss exceeds the Restoration Threshold and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Notwithstanding anything contained herein to the contrary, if, following a Casualty, in the event that Net Proceeds therefor are not made available by Mortgage Lender 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 authorization 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 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 affected Individual Property, and Mortgage Borrower and Maryland Owner have received a "Rejectable Offer", under and as defined in the Master Lease, from the Operator of the affected Individual Property, Mortgage Lender shall make such Net Proceeds available to Mortgage Borrower and Maryland Owner (in the event that such Rejectable Offer is not substantially complete as of accepted, but the end of applicable Individual Property is to be released from the Maximum Restoration Period, Landlord shall cease all work, and Tenant may by 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 shall retain any Rent paid Mortgage Loan and the right related Operating Lease is to any Rent payable by Tenant be terminated), or, at Mortgage Borrower's and applicable Maryland Owner's direction, to the date of termination. If Tenant does not timely elect applicable Operator (in the event that the Rejectable Offer is accepted and the affected Individual Property is to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablebe sold to the related Operator).

Casualty. (a) If, at any time during the Term, If the Building or the Premises are damaged shall be partially or totally damage or destroyed by a fire or other insured casualtycasualty (each, a "CASUALTY") and if this Lease is not terminated as provided below, then (i) Landlord shall repair and restore the Building, including the exterior and public portions thereof (including, without limitation, the Building lobbies, exterior walls, elevator shafts), Building systems servicing the Premises, and the Premises (excluding Tenant's Improvements and Betterments, Fixtures and Tenant's Property) with reasonable dispatch to substantially the condition as existed prior to the damage to the extent permitted by applicable Law (but Landlord shall not be required to perform the same on an overtime or premium pay basis) after notice to Landlord of the Casualty and the collection of the insurance proceeds attributable to such Casualty provided, however, in the event that Landlord fails to maintain the insurance customarily carried by prudent Landlords of similar type buildings, the collection of insurance proceeds shall not be a condition to Landlord performing such restoration and (ii) Tenant shall repair and restore in accordance with SECTION 5.02 all Tenant's Property, Fixtures and Improvements and Betterments with reasonable dispatch after the Casualty, including any tenant build-out existing in the Premises on the date of delivery thereof by Landlord (collectively, "TENANT CASUALTY REPAIR OBLIGATIONS"). Landlord agrees that, if and to the extent, Landlord, any Superior Mortgagee or any Superior Lessor receives insurance proceeds in respect of Tenant Casualty Repair Obligations Landlord shall notify Tenant within 30 days after discovery thereof and upon request of Tenant, make such damage (a "Restoration Notice") as proceeds available 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 Tenant so 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 perform its Tenant Casualty Repair Obligations. In the event Landlord has received proceeds in respect of Tenant Casualty Repair Obligations and Landlord does not make such proceeds available to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 LeaseTenant, Landlord shall be relieved obligated, at Landlord's cost and expense, to perform the Tenant Casualty Repair Obligations with reasonable dispatch after the Casualty. In the event any Superior Mortgagee or any Superior Lessor has received proceeds in respect of its obligation Tenant Casualty Repair Obligations and such Superior Mortgagee or Superior Lessor shall refuse to make repairs or restorationrelease such proceeds to Tenant, and this Lease shall terminate as of the date of discovery of such damage or destruction. Landlord shall retain any Rent paid be obligated, at Landlord's cost and expense, to perform or cause to be performed the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableCasualty Repair Obligations.

Casualty. (a) If, at If the Project or any time during the Term, the Building or the Premises are portion thereof should be damaged or destroyed by any casualty, Tenant shall give immediate written notice thereof to Landlord and shall, within thirty (30) days thereafter, notify Landlord if Tenant wishes to rebuild or wishes Landlord to rebuild (consistent, however, with Landlord's obligations to do so under this ARTICLE 14). Tenant shall have the option to rebuild so long as no Material Default or Bankruptcy Event has occurred and is continuing as of such date, Tenant deposits with Landlord (or such other party as may be holding the insurance proceeds as provided in SECTION 6.1 hereof) the additional amounts, if any, required to complete such rebuilding, and, prior to the commencement of such construction or renovation, Landlord has approved the plans and specifications, construction means and methods and contractors and primary subcontractors for such work (provided, however, that Landlord shall not unreasonably withhold its consent to such plans and specifications if such improvements (a) will be structurally sound and comply in all respects with Governmental Requirements and the CCR's, (b) will be substantially similar to or better in quality than the improvements as of the Term Commencement Date, (c) in Landlord's sole but reasonable discretion, will have a fire value which equals or exceeds the value of the improvements prior to such casualty, and (d) have substantially the same size, area and dimensions as the pre-casualty improvements. If Tenant does not elect, or is not authorized to elect to so rebuild, then Tenant shall immediately pay to Landlord (or such other party as may be holding the insurance proceeds under SECTION 6.1 hereof) the applicable deductible and, within sixty (60) days following the date of Tenant's notice of election or other insured casualtynotice with respect to the unavailability of Tenant's option to rebuild under this SECTION 14.1 (it being understood and agreed that Landlord shall have sixty (60) days following final resolution of all issues associated with Xxxxxx's right to rebuild under this SECTION 14.1 before Landlord is required to give the notice required hereby), Landlord shall notify Tenant whether in Landlord's opinion such repairs can be made either (a) within 30 days after discovery of such damage ninety (a "Restoration Notice"90) as to the amount of time Landlord reasonably estimates it will take to restore the Premisesdays, as applicable (the "Restoration Period"). If the Restoration Period is estimated to exceed fifteen b) in more than ninety (1590) days, but in less than twenty-four (24) months, or (c) in more than twenty-four (24) 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 from 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 written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablenotice.

Casualty. Sublessee’s consent shall not be required prior to (ai) If, at any time the waiver by Sublessor of Landlord’s obligation under the Master Lease to rebuild or restore the Premises upon the occurrence of a Casualty during the TermTerm and (ii) any election by Sublessor to terminate or continue the Master Lease pursuant to the terms thereof. Sublessee shall have the option to terminate the Sublease following damage or destruction to the Sublet Premises, the Building parking facilities or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage (a "Restoration Notice") as access to the amount Sublet Premises or parking facilities if the estimated period of time Landlord reasonably estimates it for Landlord’s repairs will take to restore the Premises, as applicable exceed two hundred forty (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 (75240) days after from the date of discovery of Casualty, such damage or destruction; provided, however, that notwithstanding Landlord's election right to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered be exercised within forty-five thirty (4530) days of receipt of notice by Sublessee of such estimated period of restoration. If neither Landlord nor Sublessor elect to terminate the Master Lease as a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects result of such casualty, and Sublessee does not elect to terminate this Lease Sublease pursuant to the terms of this Section 5.117, then Sublessor shall use commercially reasonable efforts to cause Landlord to complete Landlord’s restoration obligations under the Master Lease with respect to the Base Building and the Common Areas. Sublessor shall promptly restore have no obligation to perform any restoration work concerning the Premises (including all Sublet Premises, and Sublessee shall, at its sole cost and expense, repair any injury or damage to the Tenant Improvements, any subsequent alterations installed by Sublessee and the original tenant improvements that were part of existing in the Sublet Premises as of the date of this Lease), as needed to obtain any license, clearance or other authorization 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 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 delivery of the Sublet Premises is not substantially complete as to Sublessee (exclusive of the end of the Maximum Restoration PeriodBase Building, Landlord shall cease all workwhich includes, and Tenant may by 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 Sublessor’s actual knowledge as of the date hereof, the items described in Exhibit “E” attached hereto, and which Landlord is required to restore pursuant to the Master Lease). If the Premises are to be rebuilt or restored following a casualty, Sublessee shall only be entitled to an abatement of discovery Rent to the extent Sublessor actually receives an abatement of Rent pursuant to the Master Lease. The amount of such damage abatement payable to the Sublessee shall be in the same proportion which the square footage of the affected portion of the Sublet Premises bears to the square footage of the affected portion of the total Premises (including the Sublet Premises) for which Sublessor receives the abatement under the Master Lease. If Sublessee is required to restore any portion of the Sublet Premises as a result of a casualty, Sublessee’s general contractor, any subcontractors working on any Building system, and any subcontractors performing work which costs $10,000 or destructionmore shall be subject to Sublessor’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord In addition, Sublessee’s general contractor and all of its other consultants, subcontractors, laborer’s, materialmen and suppliers shall retain maintain the insurance required under the Master Lease. Sublessee hereby waives the provisions of Section 1932(2) and Section 1933(4) of the California Civil Code, or any Rent paid and other statute or law that may be in effect at the time of a casualty under which a lease is automatically terminated or a lessee is given the right to any Rent payable by Tenant and applicable terminate a lease due to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablea casualty.

Casualty. (a) IfIf the Property shall sustain a Casualty, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord Borrower shall notify Tenant within 30 days after discovery give prompt notice of such damage Casualty to Administrative Agent and shall promptly commence and diligently prosecute to completion the repair and restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty (a "Restoration Notice"“Restoration”) as to the amount of time Landlord reasonably estimates and otherwise in accordance with Section 5.3, it will take being understood, however, that Borrower shall not be obligated to restore the PremisesProperty to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable and permitted by Legal Requirements, to be of at least equal value and of substantially the same character as applicable (prior to the "Casualty. Borrower shall pay all costs of such Restoration Period")whether or not such costs are covered by insurance. If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period"), Landlord Administrative Agent may, in such noticebut shall not be obligated to, elect to terminate this Lease as make proof of the date that is seventy-five (75) days after the date of discovery of such damage or destructionloss if not made promptly by Borrower; provided, however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease any insurance proceeds received by written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 Administrative Agent in respect of such damage or destruction. Landlord destruction shall retain be made available to pay the costs of such Restoration at the time or times, and subject to the conditions precedent, specified in Section 5.3 below; provided, further, however, in the event such insurance proceeds are not made available to Borrower pursuant to the terms of Section 5.3 below, nothing herein shall in any Rent paid way limit Borrower’s obligation to repair the Property to the extent necessary (i) to protect life and safety at the Property and (ii) to return the Property to a condition where the Property is deemed an architectural whole whereby access to any portion of the Property is not materially impaired and the right to any Rent payable by Tenant shell of the applicable Improvements are fully complete and applicable to closed. In the date event of termination. If Tenant a Casualty where the loss does not exceed the Restoration Threshold, Borrower may settle and adjust such claim without Administrative Agent’s prior consent; provided that (a) no Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable and timely elect manner. In the event of a Casualty where the loss does not exceed the Restoration Threshold, Borrower may settle and adjust such claim without Administrative Agent’s prior consent; provided that (a) no Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty where the loss exceeds the Restoration Threshold, or if an Event of Default then exists, Borrower may settle and adjust such claim only with the consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed) and Administrative Agent shall have the opportunity to terminateparticipate, at Borrower’s cost, in any such adjustments. Notwithstanding any Casualty, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableAgreement.

Casualty. (a) If, at If any time during the Term, the Building or the Premises are Individual Property shall be damaged or destroyed by a fire or other insured casualtyCasualty, Landlord Borrower shall notify Tenant within 30 days after discovery give prompt notice of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration of the Property as nearly as possible to the condition such Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Upon the occurrence of any Casualty, Borrower shall (subject to the right hereinafter set forth of Lender to elect to do so), promptly file a "Restoration Notice") proof of loss with the respective insurance company or companies insuring such Casualty. So long as to no Event of Default shall have occurred and be continuing, Borrower may settle and adjust any claim on the amount of time Landlord reasonably estimates it will take the Insurance Proceeds to restore be paid in respect of such Casualty with the Premisesinsurance company or companies, as applicable (with the "Restoration Period")prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided that such adjustment is carried out in a competent and timely manner. If Lender may participate in any settlement and adjustment discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration Period is estimated are equal to exceed fifteen or greater than Five Hundred Thousand Dollars (15$500,000) months (and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. In the "Maximum Restoration Period")event that Borrower fails to promptly file a proof of loss with respect to any Casualty or fails to promptly and diligently proceed to settle and adjust any claims with respect thereto, Landlord maythen Lender shall, in such noticeat the sole cost and expense of Borrower, 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 written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 shall retain any Rent paid and have the right to file such proof of loss, settle and adjust such claim and agree with such insurance company or companies without the consent of Borrower, and Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest to do so. Any Insurance Proceeds in connection therewith (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. In the event Borrower or any Rent party other than Lender is a payee on any check representing Insurance Proceeds with respect to any Casualty, Borrower shall immediately endorse, and cause all such third parties to endorse, such check payable by Tenant and applicable to the date order of terminationLender. If Tenant does not timely elect Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableendorse any such check payable to the order of Lender.

Casualty. 10.1.1. Tenant shall promptly notify Landlord in writing (a “Damage Notice”) of any fire or other casualty event, damage or condition of the Premises to which this Section 10.1 is or may be applicable (a “Casualty”). Following receipt of a Damage Notice (or Landlord’s discovery of any damage caused by a Casualty (“Casualty Damage”)), Landlord shall have the right to elect, in Landlord’s sole Vantage Confidential and Proprietary and absolute discretion, to either (a) If, at any time during the Term, the Building or the Premises are damaged or destroyed terminate this Lease by a fire or other insured casualty, Landlord shall notify delivery of written notice thereof to Tenant within 30 ninety (90) days after following Landlord’s discovery of such Casualty or (b) to continue this Lease in effect; provided that Landlord shall have no right to so terminate this Lease unless: (i) such damage renders fifty percent (50%) or more of the Premises unusable, (ii) the Estimated Restoration period (defined below) exceeds one hundred eight (180) days, (iii) the cost of the Restoration (defined below) is not fully covered by insurance proceeds available to Landlord (with the exception of any deductible that is the responsibility of Landlord pursuant to the terms of its insurance policy) or (iv) the Holder of any Security Document requires any insurance proceeds with respect to such Casualty to be applied to the outstanding balance of the obligation secured by such Security Document. If Tenant notifies Landlord that it is prevented from using the Premises for the Permitted Use as a "result of any Casualty Damage, then Landlord shall within twenty (20) days thereafter provide written notice (the “Restoration Notice"”) as to Tenant setting forth the period of time (the “Estimated Restoration Period”) that Landlord reasonably believes shall be required to complete the Restoration (defined below) with respect to the amount Premises to the extent necessary to allow Tenant’s use of time Landlord reasonably estimates it will take to restore the Premises, as applicable Premises for the Permitted Use (the "Restoration Period"“Premises Restoration”). If the Estimated Restoration Period is estimated to exceed fifteen more than ninety (15) months (the "Maximum Restoration Period"), Landlord may, in such notice, elect to terminate this Lease as of the date that is seventy-five (7590) days after following the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord's election to restoreTenant’s notice, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of receipt of a notice from Landlord estimating a Restoration Period for shall have 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 authorization 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 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 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 right to terminate this Lease, but only on the condition that Tenant delivers written notice of termination to Landlord on or before the day that is ten (10) business days after Landlord’s delivery of the Restoration Notice. In addition, if Landlord shall be relieved of its obligation fail to make repairs complete the Premises Restoration, on or restoration, and this Lease shall terminate as before the date that is sixty (60) days after the last day of the date of discovery of such damage or destruction. Landlord Estimated Restoration Period, Tenant shall retain any Rent paid and have the right to any Rent payable by terminate this Lease, but only on the condition that Tenant and applicable delivers written notice of termination to Landlord on or before the day that is ten (10) business days after the date that is sixty (60) days after the last day of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablethe Estimated Restoration Period.

Casualty. If the Premises or any part thereof are damaged by fire or other casualty, Tenant shall give prompt notice thereof to Landlord. If the Premises or the Building are totally or partially damaged or destroyed by fire or other casualty, thereby rendering the Premises totally or partially inaccessible or unusable, Landlord shall diligently restore and repair the Premises and the Building to substantially the same condition they were in prior to such damage. Until the repair and restoration of the Premises is completed, Rent shall be abated for that part of the Premises that Tenant is unable to use and is not occupied while repairs are being made, based on the ratio that the amount of unusable rentable area bears to the total rentable area of the Premises. Landlord shall bear the costs and expenses of repairing and restoring the Premises and the Building, provided, however, that Landlord shall not be obligated to spend more than the net proceeds of insurance proceeds made available for such repair and restoration nor shall Landlord be obligated to repair or restore, or to pay for the repair or restoration of, any furnishings, equipment or personal property belonging to Tenant. It shall be Tenant’s sole responsibility to repair and restore all such items. Notwithstanding the foregoing, (a) If, at any time during the Term, if there is a destruction of the Building that exceeds [***] percent ([***]%) of the replacement value of the Building from any risk, whether or not the Premises are damaged or destroyed by a fire destroyed, or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage (a "Restoration Notice"b) as to the amount of time if Landlord reasonably estimates it will take to restore believes that the Premises, as applicable repairs and restoration cannot be completed despite reasonable efforts within [***] (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 occurrence of such damage damage, or destruction; provided(c) if Landlord reasonably believes that there shall be less than [***] ([***]) year remaining in the Term (exclusive of any extension options) upon the substantial completion of such repairs and restoration, howeveror (d) if any mortgagee or lender fails or refuses to make sufficient insurance proceeds available for repairs and restoration, that notwithstanding Landlord's election to restoreor (e) if zoning or other applicable laws or regulations do not permit such repairs and restoration, Tenant may elect Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within [***] ([***]) days after the occurrence of such damage. If this Lease is terminated pursuant to the preceding sentence, all Rent payable hereunder shall be apportioned and paid to the date Tenant was unable to occupy and ceased operations in the Premises. Notwithstanding the foregoing, (a) if there is a destruction of the Building that exceeds [***] percent ([***]%) of the replacement value of the Building from any risk, and Tenant’s use of the Premises or the Common Areas are materially adversely impacted, or (b) if Landlord reasonably believes that the repairs and restoration cannot be completed despite reasonable efforts within [***] ([***]) days after the occurrence of such damage, and Tenant’s use of the Premises or the Common Areas are materially adversely impacted, or (c) if Landlord reasonably believes that there shall be less than [***] remaining in the Term (exclusive of any extension options) upon the substantial completion of such repairs and restoration, and Tenant’s use of the Premises or the Common Areas are materially adversely impacted, or (d) if the Premises or Common Areas are damaged or destroyed and any mortgagee or lender fails or refuses to make sufficient insurance proceeds available for repairs and restoration, or (e) if zoning or other applicable laws or regulations do not permit such repairs and restoration, then Tenant shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Landlord delivered within forty-five [***] (45[***]) days after the occurrence of receipt of a notice from Landlord estimating a Restoration Period for such damage. If this Lease is terminated pursuant to the Premises longer than preceding sentence, all Rent payable hereunder shall be apportioned and paid to the Maximum Restoration Perioddate Tenant was unable to occupy and ceased operations in the Premises. Unless either Landlord or Tenant so If neither party elects to terminate this Lease pursuant and Landlord commences to this Section 5.1, Landlord shall promptly restore the Premises (including all tenant improvements that were part Building but does not substantially complete the repair and restoration of the Premises as of Building within [***] ([***]) days following the date of casualty, then Tenant may terminate this Lease), as needed Lease upon written notice to obtain any license, clearance or other authorization 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 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 Landlord as of the end of the Maximum Restoration Period, Landlord shall cease all work, and Tenant may such [***] ([***]) day period by providing written notice to Landlord, such termination to be effective [***] ([***]) days after notice from Tenant is received by Landlord, unless Landlord delivered substantially completes the repairs within five such [***] (5[***]) business days of day period upon which the expiration of Maximum Restoration Period, elect to terminate this Lease. If Tenant elects to terminate this Lease, Landlord Tenant’s termination shall be relieved of its obligation to make repairs or restoration, vitiated and this the Lease shall terminate as of the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain continue in full force and effect. In the event of any damage or destruction to the Building or Premises, it shall be Tenant’s responsibility to secure the Premises and, upon notice from Landlord, to remove forthwith, at its sole cost and expense, property belonging to Tenant or its licensees from such portion of the Premises as Landlord shall complete all repairs and restoration as soon as reasonably practicablerequest.

Casualty. (a) IfExcept as otherwise provided herein, at any time during the Term, the Building or if the Premises are damaged by fire or destroyed other insured casualty and such damage does not equal or exceed forty percent (40%) of the replacement cost thereof, the damage shall be promptly repaired by a Landlord to the extent of the insurance proceeds available therefore. Tenant shall restore Tenant's improvements thereto immediately upon the completion of Landlord's work or simultaneously with such work to the extent practicable. Until repairs to the Premises are completed by Landlord, Rent shall be abated in proportion to the part of the Premises, if any, which is unusable by Tenant in the conduct of its business, but if the damage is due to the fault or neglect of Tenant or its employees, agents, or invitees , there shall be no abatement of rent. If: (a) the Premises is damaged to the extent of more than forty percent (40%) of the replacement cost thereof; or (b) the building in which the Premises is located is damaged by fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage (a "Restoration Notice") as · to the amount extent of time Landlord reasonably estimates it will take twenty-five percent (25%) or more of the replacement cost thereof; or (c) any damage 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 mayPremises cannot, in such noticeLandlord's sole discretion, elect to terminate this Lease as be repaired within ninety (90) days of the date that is seventy-five (75) days after the date of discovery of such damage damage; or destruction; provided(d) the Premises is damaged or destroyed during the last thirty percent (30%) of the term hereof, however, that notwithstanding Landlord's election to restore, Tenant then Landlord may elect to at its sole discretion terminate this Lease by written notice to Tenant. If Landlord delivered should elect or be obligated pursuant to this Section 5.1 to repair or rebuild because of any damage or destruction, Landlord' s obligation shall be limited to the basic building and any other work or improvements which may have been originally performed or installed at Landlord's expense. If the cost of performing Landlord' s obligations exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty, Landlord may terminate this Lease unless Tenant, within forty-five fifteen (4515) days after demand therefore, deposits with Landlord a sum of receipt money sufficient to pay the difference between the cost of a notice from Landlord estimating a Restoration Period repair and the proceeds of insurance available for such purpose. Tenant shall replace all work and improvements originally installed or performed by Tenant at its expense. Upon the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate termination of this Lease pursuant to the provisions of this Section 5.1, Landlord the parties shall promptly restore be released thereby without further obligations to the Premises (including all tenant improvements that were part other party coincident with the surrender of possession of the Premises as to Landlord, except for items which have theretofore accrued and be then unpaid. In the event of the date such termination, all of this Lease)Tenant's insurance proceeds covering Tenant's leasehold improvements, as needed to obtain any licensebut excluding proceeds for trade fixtures, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the usemerchandise, storage, handling, treatment, generation, release, disposal, removal or 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 worksigns, and Tenant may by written notice to Landlord delivered within five (5) business days of the expiration of Maximum Restoration Periodother personal property, elect to terminate this Lease. If Tenant elects to terminate this Lease, Landlord shall be relieved of its obligation disbursed and paid to make repairs or restoration, and this Lease shall terminate as of the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableLandlord.

Casualty. (a) If, at any time during the Term, the Building or the Premises are If a Property is damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (in either case, Landlord a “Casualty”), Borrower shall notify Tenant within 30 days after discovery give prompt notice thereof to Lenders. Lenders may, but shall not be obligated to, make proof of loss if not made promptly by Borrower. In addition, Lenders may participate in any settlement discussions with any insurance companies if an Event of Default has occurred and is continuing and the settlement with the insurance company is reasonably likely to exceed the Restoration Threshold, and Borrower shall not settle or permit any settlement in excess of the Restoration Threshold without Required Lenders’ approval, (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds thereof or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Restoration Threshold Amount, and Borrower shall deliver to Lenders all instruments required by Required Lenders to permit such damage participation. Any Insurance Proceeds in connection with any Casualty (a "Restoration Notice"whether or not Required Lenders elect to settle and adjust the claim or Borrower settles such claim) as shall be due and payable solely to the amount Cash Management Account and held and disbursed in accordance with the terms of time Landlord reasonably estimates it will take this Agreement. Except as provided in Section 6.4, if Borrower or any party other than a Lender receives any Insurance Proceeds, Borrower shall immediately deliver such proceeds to restore the PremisesCash Management Account and shall endorse, and cause all such third parties to endorse, a check payable therefor to Lenders, for deposit into the Cash Management Account. Borrower hereby irrevocably appoints Lenders as applicable its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lenders. Borrower hereby releases Lenders from any and all liability with respect to the settlement and adjustment by Lenders of any claims in respect of any Casualty, other than for actions that constitute gross negligence or intentional misconduct. In lieu of complying with the provisions set forth above and in Section 6.4, not later than thirty (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 (7530) days after the date occurrence of discovery any Casualty, Borrower may prepay the Allocated Loan Amount of the Property which suffered such damage or destruction; provided, however, that notwithstanding Landlord's election Casualty together with accrued and unpaid interest on such portion of the Loan but without any Yield Maintenance Premium. With respect to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of receipt any Restoration of a notice from Landlord estimating Property with 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 total expected cost exceeding Twenty-Five Thousand and No/100ths Dollars (including all tenant improvements that were part of the Premises as of the date of this Lease$25,000.00), as needed to obtain any license, clearance Required Lenders (or other authorization 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 remediation of Hazardous Materials (hereinafter definedtheir designee) 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 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 shall retain any Rent paid and have the right to any Rent payable by Tenant and applicable inspect such Property after the completion of such Restoration to determine if the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableRestoration meets the Renovation Standards.

Casualty. (a) If, at If the premises or any time during the Term, the Building or the Premises are part thereof shall be damaged or destroyed by a fire or other insured casualty, Landlord shall notify proceed with reasonable diligence, and at the expense of Landlord, to repair or cause to be repaired such damage. Landlord's responsibility to restore the demised premises shall be limited to Landlord's obligations as set forth in Exhibit B and shall be subject to all zoning and building codes then applicable; Tenant within 30 days after discovery shall at Tenant's expense restore and repair the demised premises to the extent of Tenant's obligations as set forth in Exhibit B and shall be subject to all zoning and building codes then applicable. All repairs to and replacement of Tenant's property and property which Tenant may be required to remove as provided in Sections XII and XIV shall be made by and at the expense of Tenant. If the premises or any part thereof shall have been rendered unfit for use and occupation hereunder by reason of such damage damage, the yearly rent or a just and proportionate part thereof, according to the nature and extent to which the premises shall have been so rendered unfit, shall be suspended or abated until the premises (a "Restoration Notice") except as to the amount property which is to be repaired by or at the expense of time Tenant) shall have been restored as nearly as practicably may be to the condition in which they are immediately prior to such fire or other casualty. Landlord reasonably estimates it will take shall not be liable for delays in the making of any such repairs which are due to restore government regulations, casualties, and strikes, unavailability of labor and materials, and other causes beyond the Premisescontrol of Landlord, as applicable (nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the "Restoration Period")business of Tenant resulting from reasonable delays in repairing such damage. If In case the Restoration Period Building is estimated to exceed fifteen (15) months (so damaged by such fire or other casualty that substantial alteration or substantial reconstruction of the "Maximum Restoration Period")Building shall be required, Landlord may, in such notice, elect shall provide 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 written notice to Landlord delivered within forty-five (45) days of receipt such damage a written professional opinion from Landlord's architect or engineer as to the amount of a notice from time which will reasonably be necessary to complete the repairs or restoration that Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects is required to make hereunder should it elect not to terminate this Lease pursuant to this Section 5.1, Landlord shall promptly restore lease. If such opinion states that the Premises repairs or restoration will not be completed within twelve (including all tenant improvements that were part of the Premises as of 12) months from the date of such damage, then Landlord and Tenant shall each have the right to terminate this Lease)lease by giving written notice to the other therefor within thirty (30) days of the rendering of such written opinion, as needed said termination to obtain any license, clearance or other authorization 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 remediation of Hazardous Materials be effective not less than thirty (hereinafter defined30) in, on or about the Premises nor more than sixty (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES")60) days thereafter; provided, however, if such fire or other casualty occurs during the last eighteen (18) months of the term of this lease, and such opinion states that if repair the repairs or restoration will not be completed within four (4) months from the date of such damage, then both Landlord and Tenant shall have the Premises right to terminate this lease by giving written notice therefor to the other within thirty (30) days of receipt of such written opinion, said termination to be effective not less than thirty (30) nor more than sixty (60) days thereafter. If said written opinion of Landlord's architect or engineer contains a recitation that it is rendered in good faith, both Landlord and Tenant agree that it shall be conclusive and binding on both parties, and both parties hereby waive their right to contest or challenge the opinions, conclusions or determinations of said letter. In the event the lease is not substantially complete as of the end of the Maximum Restoration Periodso terminated, Landlord shall cease all workproceed with reasonable diligence, and Tenant may by written notice at the expense of Landlord, to Landlord delivered within five (5) business days repair or cause to be repaired such damage. In the event of any such termination, this lease and the expiration term hereof shall expire as of Maximum Restoration Periodsuch effective termination date and the yearly rent including the Electricity Charge, elect to terminate this Lease. If Tenant elects to terminate this Lease, Landlord the Tax Excess and the Operating Cost Excess portions thereof shall be relieved of its obligation to make repairs or restoration, and this Lease shall terminate apportioned as of such date; and if the premises or any part thereof shall have been rendered unfit for use and occupation by reason of such damage, the yearly rent including the Electricity Charge, the Tax Excess and Operating Cost Excess portions thereof for the period from the date of discovery of such damage the fire or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable other casualty to the date of termination. If Tenant does not timely elect effective termination date, or a just and proportionate part thereof, according to terminatethe nature and extent to which the premises shall have been rendered unfit, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablebe abated.

Casualty. (a) If, at any time In case during the Term, the Building or Term the Premises are shall be damaged or destroyed by a fire or other 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 casualty (the "Restoration Period"). If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration PeriodCasualty"), Landlord may, in such notice, elect shall cause the Premises to terminate this Lease as of be restored to their condition immediately prior to the date that is seventy-five (75) days after the date of discovery occurrence of such damage or destructionCasualty, reasonable wear and tear excepted; provided, however, that notwithstanding Landlord's election if Landlord reasonably determines that the net proceeds of insurance recovered for such damage are not adequate to restorerestore the Premises to their condition immediately prior to the occurrence of such Casualty, Landlord shall so notify Tenant may elect to terminate this Lease by written notice to Landlord delivered in writing within forty-five (45) days following the occurrence of the Casualty (the "Restoration Determination Notice"). Within thirty (30) days following Tenant's receipt of a the Restoration Determination Notice such notice from Landlord, Tenant may elect (a) to require 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 to their condition immediately prior to the occurrence of such Casualty, reasonable wear and tear excepted, and (including all tenant improvements that were part b) to pay the difference between the net proceeds of insurance recovered and the Premises as total cost of restoration (the date of this Lease), as needed to obtain any license, clearance or other authorization 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 remediation of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCESTenant's Deficiency Election"); 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely give Landlord notice of Tenant's Deficiency Election within such thirty (30) day period, Landlord may elect under this Section 6.1 not to terminaterestore, in which case this Lease shall remain be terminated on the thirtieth (30th) day following the date on which Landlord notifies Tenant in writing of such election. The provisions of Section 6.2 shall be applicable to the restoration of the Premises and adjustments to Annual Fixed Rental Rate and other charges hereunder on account of such Casualty. For purposes of this Lease, the phrase "restored to their condition immediately prior to the occurrence of such Casualty" (or in the case of a "Taking" (as hereinafter defined, such a "Taking")) shall mean, in the case of the Initial Building, Landlord's Initial Building Work and in the case of the Expansion Building, Landlord's Expansion Building Work without, in either case, the restoration of the portion of Tenant's Improvements (other than to the extent of the Yield-Up Condition), in respect of which Tenant acknowledges that Tenant, and not Landlord, bears the risk of loss in respect of such Casualty (or such Taking). If Tenant makes Tenant's Deficiency Election, Tenant shall promptly deposit with Landlord's mortgagee the amount reasonably estimated by Landlord's mortgagee to fund the estimated cost of the total restoration of the Premises to their condition immediately prior to the occurrence of the Casualty, reasonable wear and tear excepted, after application of the net proceeds of insurance recovered (the "Reconstruction Fund"). Tenant shall have the right to approve the construction contact for the restoration of the Premises, which approval shall not be unreasonably withheld or delayed. Landlord's mortgagee shall advance proceeds from the Reconstruction Fund, as needed, to prosecute the restoration as herein provided, and any funds remaining in the Reconstruction Fund after final completion and payment in full force of all of the costs of restoration shall be repaid to Tenant. If there is a shortfall in the funding for such restoration, Tenant shall promptly deposit the required additional funds in the Reconstruction Fund after Tenant's receipt of notice from Landlord or Landlord's mortgagee stating the amount of the required additional funds and effecta description of the restoration work related thereto, and failure to do so continuing for ten (10) days after written notice from Landlord to Tenant designating such failure shall complete all repairs and restoration as soon as reasonably practicableconstitute a failure to pay Annual Fixed Rent under this Lease.

Casualty. (a) If, at If any time during the Term, the Building or the Premises are Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (a “Casualty”), Landlord Borrowers shall notify Tenant within 30 days after discovery cause Mortgage Borrowers to give prompt notice of such damage to Lender and shall cause Mortgage Borrowers to promptly commence and diligently prosecute the completion of the Restoration so that such Property resembles, as nearly as possible, the condition such Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender (a "Restoration Notice") as to the amount extent such alterations are 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 (15a type that would require Lender’s approval under Section 5.1.21 hereof) months (the "Maximum Restoration Period"), Landlord may, and otherwise in such notice, elect to terminate this Lease as accordance with Section 6.4 of the date Mortgage Loan Agreement, provided, that if (A) Mortgage Lender is seventy-five obligated to make Net Proceeds 137 available to Mortgage Borrowers for purposes of Restoration in accordance with Section 6.4 of the Mortgage Loan Agreement, (75B) days after the date of discovery of Mortgage Lender has received such damage or destruction; providedNet Proceeds, and (C) Mortgage Lender has not made such Net Proceeds available to Mortgage Borrowers, then Borrowers shall not be required to cause Mortgage Borrowers to repair and restore such Property unless and until such Net Proceeds are made available to Mortgage Borrowers. It is expressly understood, however, that notwithstanding Landlord's election Mortgage Borrowers shall not be obligated to restorerestore such Property to the precise condition of such Property prior to such Casualty provided such Property is restored, Tenant to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrowers shall pay, or shall cause Mortgage Borrowers to 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 any Borrower or any Mortgage Borrower. In addition, Lender may elect participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to terminate this Lease any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than the Restoration Threshold and the applicable Borrower shall, or shall cause the applicable Mortgage Borrower to, deliver to Lender all instruments reasonably required by written notice Lender to Landlord delivered within forty-five (45) days of receipt permit such participation. In the event of a notice from Landlord estimating a Casualty in which the Net Proceeds and the costs of completing the Restoration Period for the Premises longer are each less than the Maximum Restoration Period. Unless either Landlord Threshold, Borrowers may settle and adjust such claim without Lender’s consent 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableparticipation.

Casualty. (a) If, at any time during the Term, If the Building or the Premises are shall be partially or totally damaged or destroyed by destroyed, or rendered Untenantable as a result of fire or other insured casualtycasualty (each, a “Casualty”) and if this Lease is not terminated as provided below, then (i) Landlord shall repair and restore (A) the Base Building Systems serving the Premises up to the point of connection to the Premises and the core and shell of the Building, including, without limitation, the columns, beams, floor slabs, ceiling slabs and perimeter walls of the Premises and the curtain wall and foundation of the Building and the means of access to the Building and the Premises to substantially the same condition as existing immediately prior to the Casualty, (B) the Premises (excluding all Improvements other than Landlord Insured Property and Tenant’s Property therein), and (C) Landlord Insured Property ((A), (B) and (C), collectively, “Landlord’s Restoration Work”) with reasonable dispatch (but, subject to the last sentence of this Section 7.05(a), Landlord shall notify not be required to perform the same on an overtime or premium pay basis, except to the extent the insurance carrier agrees to pay for such overtime without reducing the total insurance proceeds to be paid to Landlord) after notice to Landlord of the Casualty (of which Landlord does not have knowledge) and the collection or allocation or other agreement by the applicable insurer to pay the insurance proceeds attributable to such damage of the insurance proceeds attributable to such Casualty (provided that Landlord shall proceed with reasonable diligence to pursue the allocation and collection of any such insurance proceeds) and (ii) Tenant shall repair and restore in accordance with Section 4.02 all (A) Improvements other than Landlord Insured Property and (B) Tenant’s Property ((A) and (B), collectively, “Tenant’s Restoration Work”) with reasonable dispatch after Landlord’s Restoration Work has been substantially completed; provided, that Tenant shall repair and restore in accordance with Section 4.02 hereof all Tenant’s Property and Improvements with reasonable dispatch immediately after the Casualty to the extent (x) such repair and restoration is reasonably necessary to permit Landlord to commence, perform and complete Landlord’s Restoration Work, provided that notice thereof is given to Tenant or (y) in accordance with good construction practice, such work should be performed prior to, or concurrently with Landlord’s Restoration Work. Subject to the foregoing, Landlord agrees to reasonably cooperate with Tenant to permit Tenant to perform Tenant’s Restoration Work as soon as possible consistent with good construction scheduling after Landlord’s Restoration Work has reached a stage of progress that Tenant can reasonably begin Tenant’s Restoration Work; provided that in Landlord’s sole discretion (but not acting in an arbitrary or capricious manner), Tenant’s Restoration Work shall not interfere with or delay the performance of any Landlord’s Restoration Work by more than a de minimis extent (it being acknowledged and agreed that Tenant may, subject to the provisions of Section 4.02 and any other applicable provisions of this Lease, make changes to the Premises in connection with such restoration). Landlord shall not be required to perform Landlord’s Restoration Work on an overtime or premium pay basis (except to the extent the insurance carrier agrees to pay for such overtime without reducing the total insurance proceeds to be paid to Landlord), unless Tenant shall request Landlord to perform Landlord’s Restoration Work on such overtime or premium pay basis and Tenant shall agree to reimburse Landlord for the same as provided in the next sentence. In such an event, Tenant shall pay to Landlord, within 30 days after discovery of such damage (a "Restoration Notice") as demand therefor, an amount equal to the amount of time Landlord reasonably estimates it will take to restore difference between 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 overtime or destruction; provided, however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 shall retain any Rent paid premium pay rates and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain regular pay rates for performing such work as set forth in full force and effect, and Landlord shall complete all repairs and restoration as soon as a reasonably practicabledetailed xxxx therefor.

Casualty. Landlord will provide notice to Tenant of any casualty or other harm affecting the Property within forty-eight (a48) If, at hours of the casualty or other harm. If any time during part of the Term, the Building Communication Facility or Property is damaged by casualty or other harm as to render the Premises are damaged or destroyed by a fire or other 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 mayunsuitable for Tenant’s purposes, in such noticeTenant’s sole determination, elect to then Tenant may terminate this Lease Agreement by providing written notice to Landlord, which termination will be effective as of the date that is seventy-five of such written notice. Upon such termination, Tenant will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent on a prorata basis. If this Agreement terminates due to casualty, Landlord grants a license to Tenant which shall survive termination of this Agreement to permit Tenant to place a temporary transmission and reception facilities on the Property until the earlier of (75i) days after six (6) months from the date of discovery termination of this Agreement or (ii) such damage or destructiontime as Tenant is able to activate a replacement transmission facility at another location; providednotwithstanding the termination of the Agreement, howeversuch temporary facilities will be governed by all of the terms and conditions of this Agreement, that notwithstanding Landlord's election including Rent. If this Agreement does not terminate due to restorecasualty, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of receipt of a notice from Landlord estimating a Restoration Period for restore or build new improvements on the Premises longer than and Property including without limitation a new Communication Facility and driveways, utility improvements and other improvements ancillary thereto and Tenant may alter such improvements as well as the Maximum Restoration Periodlocation and configuration thereof, and is not required to rebuild the same improvements on the Premises. Unless either Landlord If Tenant undertakes to rebuild 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 and/or the Communication Facility, as applicable, Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Property at no additional Rent until the reconstruction of the Premises as of and/or the date of this Lease), as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore Communication Facility is completed. Landlord agrees that the Rent shall be abated until the Premises issued are rebuilt or restored, unless Tenant places temporary transmission and reception facilities on the Property. If improvements on the Premises or Property which were not constructed by any Governmental Authority having jurisdiction over Tenant but which are used by Tenant in connection with the use, storage, handling, treatment, generation, release, disposal, removal or remediation use of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to herein such as "HAZARDOUS MATERIALS CLEARANCES"); provided, however, that if repair or restoration of driveways located either on the Premises or Property) are damaged by casualty and this Agreement is not substantially complete terminated as of the end of the Maximum Restoration Perioda result thereof, Landlord Tenant shall cease all workpromptly repair, restore and Tenant may by 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 reconstruct such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableimprovements at Landlord’s sole cost.

Casualty. If either Property shall sustain a Casualty, Borrower shall give prompt notice of such Casualty to Lender and shall promptly commence and diligently prosecute to completion the repair and restoration of such Property as nearly as possible to the condition such Property was in immediately prior to such Casualty (a “Restoration”) and otherwise in accordance with Section 5.3, it being understood, however, that Borrower shall not be obligated to restore such Property to the precise condition of such Property prior to such Casualty provided such Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. 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, submit proof of loss if not submitted promptly by Borrower. In the event of a Casualty where the loss does not exceed the Restoration Threshold, Borrower may settle and adjust such claim; provided that (a) Ifno Event of Default has occurred and is continuing, and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty where the loss exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and adjust such claim only with the consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other 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 mayBorrower’s cost, in any 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 destructionadjustments; provided, however, that notwithstanding Landlord's election if Borrower fails to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered settle and adjust such claim within forty-five ninety (4590) days of receipt of a notice from Landlord estimating a Restoration Period for after the Premises longer than Casualty, Lender shall have the Maximum Restoration Period. Unless either Landlord or Tenant so elects right 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 authorization of any kind required to enter into settle and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES")adjust such claim at Borrower’s cost and without Borrower’s consent; provided, however, that if repair or restoration of during such ninety-day period Borrower has commenced and is diligently pursuing efforts to settle and adjust such claim, then the Premises is not substantially complete as of the end of the Maximum Restoration Period, Landlord shall cease all work, and Tenant may by 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 ninety-day period shall be relieved of extended by an additional ninety (90) days. Notwithstanding any Casualty, Borrower shall continue to pay the Debt at the time and in the manner provided for its obligation to make repairs or restoration, payment in the Note and in this Lease shall terminate as of the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableAgreement.

Casualty. (a) IfIn the event of loss of, at any time during the Term, or damage to the Building or the Premises are damaged Property or destroyed any portion thereof by a fire or other insured casualty, Landlord the rights and obligations of the parties hereto shall notify Tenant within 30 days after discovery of such damage be as follows: (a "Restoration Notice"a) as to the amount of time Landlord reasonably estimates it will take to restore If the Premises, as applicable or any part thereof, shall be damaged by fire or other casualty, (the "Restoration Period"). If the Restoration Period is estimated x) Tenant shall give prompt notice thereof to exceed fifteen Landlord, (15y) months (the "Maximum Restoration Period")Landlord, Landlord may, in upon receiving such notice, elect shall, to terminate the extent such items are not laboratory or tenant specific, proceed promptly and with due diligence, subject to unavoidable delays and the terms of this Lease as Article 13.0, to repair, or cause to be repaired, such damage with respect to the foundation, floor slab, structure, roof, exterior doors and walls, exterior windows and facade and utility connections from the street to the inside of the date that is seventy-five Building (75but not including distribution within the Building) 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 written notice to Landlord delivered within forty-five and (45z) days of receipt of a upon notice from Landlord estimating a (“Landlord’s Restoration Period for Directive Notice”) Tenant shall proceed promptly and with due diligence, subject to unavoidable delays and the Premises longer than the Maximum Restoration Period. Unless either terms of this Article 13.0, to repair, or cause to be repaired, such damage which is laboratory or tenant specific and all other damage not specifically to be repaired by 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 forgoing language of this Lease), as needed to obtain any license, clearance or other authorization 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 remediation of Hazardous Materials sentence (hereinafter defined) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES"“Tenant Improvements”); provided, however, that if Tenant shall not be required to commence installation of Tenant’s Improvements sooner than is practical and reasonable given the progress of Landlord’s repair or restoration of work. Notwithstanding anything in this Lease to the Premises is not substantially complete as of the end of the Maximum Restoration Periodcontrary, Landlord shall cease not be required to (i) repair any Tenant Improvements or (ii) expend in excess of the net insurance proceeds for repairs obtained by Landlord and made available to Landlord less all costs and expenses including adjustor's and attorney's fees of obtaining such insurance proceeds. In addition, Landlord's obligations shall be subject to the rights of Mortgagees, applicable laws, including, without limitation, zoning laws and building codes then in existence, and insurance regulations. If the Premises or any part thereof shall be rendered untenantable by reason of such damage and, provided such damage was not caused or exacerbated by any act or omission of Tenant or any agent, contractor or employee of Tenant, Annual Base Rent shall proportionately xxxxx for the period from the date of such damage to the date that Landlord has substantially completed Landlord’s restoration obligations under this Section 13.0 (a), and thereafter until the earliest to occur of the following: (o) the date on which Tenant substantially completes Tenant’s restoration obligations under this Article 13.0, “CASUALTY”, (oo) the date that is 90 days after substantial completion of Landlord’s restoration work, and (ooo) the date on which the rental interruption insurance maintained by Landlord is exhausted. All proceeds for damages to Tenant may by written notice Improvements shall be paid directly 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 and such funds shall be relieved of its obligation to make repairs or restoration, and this Lease shall terminate as of disbursed in accordance with the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicable.following conditions:

Casualty. (a) IfTenant agrees that in case of damage to, at or destruction of, any time during the Term, the Building or the Premises are damaged or destroyed Improvements by a fire or other insured casualtycasualty occurring before January 1, Landlord shall notify 2068, Tenant will, subject to Section 12.7, within 30 days after discovery one year repair, restore or replace the damaged Improvements such that upon the completion of such damage (repairs, restoration or replacement the value, both physical and economic, of the Improvements taken as a "Restoration Notice") as whole shall be at least substantially equal to the physical and economic value of same immediately prior to the happening of such fire or other casualty; provided, that Tenant's obligations in this regard shall be limited to the amount of time Landlord reasonably estimates it will take insurance proceeds received by Tenant or any Leasehold Mortgagee in accordance herewith or which would have been so received had Tenant maintained the insurance coverage required by Article 6. In case of damage to, or destruction of, the Improvements to restore an extent greater than fifty percent (50%) of the Premisesthen-replacement value thereof, as applicable (the "Restoration Period"). If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period")by fire or other casualty occurring on or after January 1, Landlord 2068, Tenant 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 at its option by written notice to Landlord delivered given within forty-five ninety (4590) days of 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 casualty, (i) terminate this Lease by delivering to Landlord written notice of such termination, together with all insurance proceeds payable with respect to such fire or other casualty or the amount which would have been payable if Tenant had maintained coverage required to be maintained hereunder, and thereafter all Rent shall be fully abated and Tenant and Landlord shall not have any other obligations under this Lease with respect to the Premises, except for those obligations which expressly survive the termination hereof, or (ii) exercise the Option, otherwise subject to its terms, by giving Landlord written notice of Tenant's election to so exercise the Option within such 90-day period. Upon the exercise of the Option as contemplated in this section, Tenant shall pay the Option Price (subject to applicable credits and determined as if no casualty had occurred and with due regard for the remainder of the Term), but shall be entitled to retain all insurance proceeds payable with respect to such fire or other casualty. In the absence of giving such notice, Tenant will, subject to Section 12.7, within one year repair, restore or replace the damaged Improvements such that upon the completion of such repairs, restoration or replacement the value, both physical and economic, of the Improvements taken as a whole shall be at least substantially equal to the physical and economic value of same immediately prior to the happening of such fire or other casualty; provided, that Tenant's obligations in this regard shall be limited to the amount of insurance proceeds received by Tenant or any Leasehold Mortgagee in accordance herewith or the amount of insurance proceeds that would have been so received had Tenant maintained the insurance coverage required by Article 6. Unless Tenant terminates this Lease or exercises the Option pursuant to this Section 5.1section, Landlord Rent shall promptly restore not xxxxx upon 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 authorization occurrence of any kind required damage to enter into and restore the Premises issued by or destruction of any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableImprovements.

Casualty. (a) If, at any time during In the Term, the Building or the Premises are damaged or destroyed event of damage by a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage (a "Restoration Notice") as casualty to the amount of time Landlord AWN Collocation Space that cannot reasonably estimates it will take be expected 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 be repaired or replaced within seventy-five (75) days after following same or, if the date of discovery of Site is damaged by fire or other casualty so that such damage to the AWN Collocation Space or destructionthe Site may reasonably be expected to substantially disrupt AWN Collocator’s operations at the AWN Collocation Space for more than seventy-five (75) days, then AWN Collocator may, at any time following such fire or other casualty (provided Tower Operator has not completed within such seventy-five (75) days the restoration required to permit AWN Collocator to resume its operation at the AWN Collocation Space), terminate the applicable SLA upon fifteen (15) days’ prior written notice to Tower Operator; provided, however, that, notwithstanding the foregoing: (i) such seventy-five (75) day period shall be extended to six (6) months if the fire or other casualty was caused by the negligence, gross negligence or intentional misconduct of AWN Collocator or its contractors, subcontractors, invitees or agents or, in accordance with clause (vi) below, such longer period of time as specified therein; (ii) nothing in this Section 17 is intended to limit the rights and remedies otherwise available to Tower Operator with respect to any such damage caused by the negligence, gross negligence or intentional misconduct of AWN Collocator or its contractors, subcontractors, invitees or agents; (iii) without limiting AWN Collocator’s right of termination under this Section 17 or AWN Collocator’s right to exercise any unexercised renewal terms, if there is less than five (5) years remaining on the then existing term of the applicable SLA, Tower Operator will not be required to replace such Site unless AWN Collocator agrees to extend the existing term so that notwithstanding Landlord's election there are five (5) years remaining; (iv) Tower Operator will only be required to restoreuse commercially reasonable efforts to replace a Tower if changes to local zoning Laws prevent replacement of the type and height of Tower that was subject to the casualty (but if Tower Operator is not able to replace the Tower after using commercially reasonable efforts, Tenant may elect then AWN Collocator shall be entitled to terminate this Lease MLA and the SLA with respect to such Site by written notice to Landlord delivered within fortyTower Operator); (v) Tower Operator will not be required to repair or replace a Rooftop Site if a building (or the applicable portion thereof affecting AWN Collocator’s Communications Facility) at a Rooftop Site was subject to casualty and such casualty prevents Tower Operator from making such repair or replacement, but AWN Collocator shall be entitled to terminate this MLA and the SLA with respect to such Rooftop Site by written notice to Tower Operator if Tower Operator does not timely complete such repair or replacement; and (vi) if a building (or the applicable portion thereof affecting AWN Collocator’s Communications Facility) at a Rooftop Site was subject to casualty and such casualty delays Tower Operator from making such repair or replacement, then the seventy-five (4575) days day period above will be extended by a corresponding period to account for such delay. Any such notice of receipt of a termination shall cause such SLA to expire with the same force and effect as though the date set forth in such notice from Landlord estimating a Restoration Period for were the Premises longer than date originally set as 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 expiration date of the Premises applicable SLA, and the applicable Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under the SLA. In the event of damage or destruction that does not result in termination of the applicable SLA, AWN Collocator, at its sole expense but without any increase in Rent or payment of additional rent to Tower Operator, shall have the right to place a temporary antenna facility and related facilities (including, but not limited to, a generator) on the Site from the date of this Lease), as needed such damage and during such repair and reconstruction to obtain any license, clearance or other authorization of any kind required enable AWN Collocator 20160526v2 EXECUTION VERSION 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 remediation of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES")continue operations without interruption; provided, however, that AWN Collocator’s right to place a temporary antenna facility and related facilities (including, but not limited to, a generator) on the Site during such repair and reconstruction shall only be allowed if repair such right is permitted under the Site Lease or restoration of authorization from the Premises applicable Lessor is not substantially complete as of obtained. Notwithstanding the end of the Maximum Restoration Periodforegoing, Landlord all Rent shall cease all work, and Tenant may by 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 xxxxx from the date of discovery of such damage until the temporary antenna facility, if applicable, is removed, or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to resumption of AWN Collocator’s operations at the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableAWN Collocation Space if AWN Collocator resumes operations at the AWN Collocation Space on an earlier date.

Casualty. (a) If, at any time during If the Term, Premises or the Building or the Premises are is damaged or destroyed by a fire or other insured casualtycasualty covered by insurance, then this Lease shall continue in full force and effect and Landlord shall notify Tenant within 30 days after discovery of such damage (a "Restoration Notice") as proceed to repair or restore the Premises to the amount condition which Landlord furnished to Tenant upon the commencement of time the Term. Landlord reasonably estimates it will take shall be under no obligation to restore any Alterations to the PremisesPremises made by Tenant unless the same is covered by Landlord’s insurance, but nothing herein shall be construed to require Landlord to insure such property. In no event shall Landlord be obligated to expend an amount in excess of the insurance proceeds available to Landlord for such repair or restoration. In the event the Premises are repaired as applicable (the "Restoration Period")provided herein, then Tenant shall repair and restore its merchandise, furnishings, furniture, equipment and all alterations, additions and leasehold improvements made by or for Tenant to at least a condition equal to that prior to its damage. If the Restoration Period Premises or any part thereof shall be rendered untenantable by any destruction or damage, then a pro rata portion of the Rent based upon the number of square feet of area in the Premises which are untenantable shall be abated until the Premises or such part thereof shall have been put in tenantable condition. Notwithstanding the foregoing, (i) if any destruction or damage to the Premises or to the Building (whether or not the Premises are affected) is estimated to exceed fifteen (15) months (the "Maximum Restoration Period"), Landlord mayso extensive that Landlord, in such noticeits sole discretion, elect elects not to repair or restore the Premises or Building, or (ii) the proceeds of insurance (which, for purposes of this clause shall be deemed to include and deductible amount) are not sufficient or available to fully pay the cost of the repair or restoration, then Landlord may 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 written notice to Landlord delivered within forty-five (45) days of 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 effective as of the date of this Lease), as needed to obtain any license, clearance or other authorization 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 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 damage by written notice to Landlord delivered Tenant, such notice to be given within five ninety (590) business days of after 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 occurrence of such damage or destruction. Landlord shall retain The provisions off this Section are subject to the rights of Landlord’s mortgagees, if any. Notwithstanding the foregoing, (i) if any Rent paid destruction or damage to the Premises occurs during the last twelve (12) months of the Lease Term that renders them partially untenantable; (ii) if any damage or destruction to the Building or Premises is so extensive that Tenant is unable to conduct its business within the Premises and the right to damage and destruction cannot be repaired within a one hundred eighty (180) day period; or (iii) any Rent payable by casualty or other event renders the Building or Premises inaccessible or uninhabitable for a continuous one hundred eighty (180) day period, then, in any such event, Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, may terminate this Lease shall remain in full force and effectby providing written notice to Landlord following the occurrence of such damage, and Landlord shall complete all repairs and restoration as soon as reasonably practicabledestruction or event.

Casualty. If the Leased Premises, but not including other improvements made by Tenant within the Leased Premises (a) Ifbut including Landlord's Initial Construction), at or any time during the Term, the Building or the Premises are part thereof shall be damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery proceed with reasonable diligence, and at the expense of Landlord, to repair or cause to be repaired 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 destructiondamage; provided, however, that notwithstanding Landlord's election obligations with respect to restorerestoration 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 elect may, if it has paid all sums then payable to Landlord, terminate this Lease by written notice to Landlord delivered within and this Lease shall terminate forty-five (45) days after delivery of receipt of a such notice from Landlord estimating a Restoration Period for fully as if such date were 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 original expiration date of this Lease), as needed to obtain any license, clearance or other authorization 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 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 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 of occurred within the Premises is not substantially complete as of the end of the Maximum Restoration Period, one hundred eighty (180) day period. Landlord shall cease all worknot 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 delivered within five (5) business days of its receipt of Landlord's Notice specifying the expiration Estimated Time to Repair, the effective date of Maximum Restoration Period, elect such termination 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 thirty (30) days from the date of discovery 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 last year of the Lease Term, or (b) all or any substantial part of the Leased Premises or the Building is so damaged by such fire or other casualty that repair or reconstruction (may reasonably be expected to take longer than one hundred eight (180) days from the date of such casualty to complete (in the reasonable judgment of Landlord) whether or 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 be effective not less than thirty (30) days after the day on which such termination notice is received. In the event of any such termination, this Lease and the Lease Term hereof shall expire as of such effective termination date and the Base Rent and additional rent shall be apportioned as of such date; and if the Leased Premises or any part thereof shall have been rendered unfit for use and occupation by reason of such damage or destruction. Landlord shall retain any the Base Rent paid and for the right to any Rent payable by Tenant and applicable to period from the date of termination. If Tenant does not timely elect the fire or other casualty to terminatethe effective termination date, this Lease or a just and proportionate part thereof, according to the nature and extent to which the Leased Premises shall remain in full force and effecthave been so rendered unfit, and Landlord shall complete all repairs and restoration as soon as reasonably practicablebe abated.

Casualty. If the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a "Casualty"), Borrower shall give prompt notice of such damage to Lender. In case of a Casualty covered by any of the Polices, (a) Ifif an Event of Default has occurred and is then continuing, at or if no Event of Default has occurred but Borrower fails to commence to (and thereafter diligently seek to) settle and adjust any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant claim within 30 days after discovery of such damage thirty (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 (7530) days after such Casualty has occurred, Lender (or, after entry of decree of foreclosure, the date purchaser at the foreclosure sale or decree creditor, as the case may be) is hereby authorized to settle and adjust any claim under such Policies without the consent of discovery Borrower, or (b) if no Event of Default has occurred, Borrower shall be permitted within thirty (30) days after such damage Casualty to settle and adjust such claim with the consent of Lender, which consent shall not be unreasonably withheld or destructiondelayed; provided, however, that notwithstanding Landlord's election in either case Lender shall, and is hereby authorized to, collect and receive any such Insurance Proceeds; and the reasonable expenses incurred by Lender in the adjustment and collection of such Insurance Proceeds shall be added to restore, Tenant may elect the Debt and shall be reimbursed to terminate this Lease by written notice to Landlord delivered Lender within forty-five ten (4510) days after the receipt by Borrower of receipt written demand therefor or, at Lender's option, in the event and to the extent sufficient Insurance Proceeds are available, shall be deducted by Lender from such Insurance Proceeds prior to any other application thereof. Each insurance company which has issued a Policy is hereby authorized and directed to make payment for all losses covered by such Policy to Lender alone, and not to Lender and Borrower jointly. Borrower agrees to execute all documents and make all deliveries reasonably required in order to permit adjustment and payment of insurance proceeds as provided above. If the Property shall be damaged or destroyed, in whole or in part, by 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 5.1Casualty, Landlord Borrower shall promptly restore commence and diligently prosecute the Premises (including all tenant improvements that were part completion of the Premises as Restoration of the date of this Lease)Property as nearly as possible to the condition the Property was in immediately prior to such Casualty, with such alterations as needed to obtain any license, clearance or other authorization of any kind required to enter into may be reasonably approved by Lender and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or 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 otherwise in accordance with Section 6.4. Borrower shall cease pay all work, and Tenant may by 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 costs of such damage Restoration whether or destruction. Landlord shall retain any Rent paid and the right to any Rent payable not such costs are covered by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableinsurance.

Casualty. (a) If, at any time during The parties agree that if the Term, the Building or the Leased Premises are partially destroyed or damaged or destroyed by a fire or other insured casualty, but not so as to be rendered untenantable by the Tenant for the purpose of its business, and if Landord's insurance recovery is sufficient to cover the cost of repair, the Landlord shall notify Tenant within 30 days after discovery a reasonable time repair the same, but until the Leased Premises are so repaired the rent shall be abated in the ratio that the portion of such damage (a "Restoration Notice") as the Leased Premises rendered for the time being unfit for occupancy and not used or occupied by Tenant, shall bear to the amount of time Landlord reasonably estimates it will take to restore the whole Leased Premises, as applicable (the "Restoration Period"). If the Restoration Period is estimated foregoing conditions 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 restorerepair obligation are not satisfied, Tenant either party may elect to terminate this Lease by written notice to Landlord delivered notifying the other party in writing within forty-five thirty (4530) days of 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 authorization 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 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 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. If the Building of which the Leased Premises are a part, shall be damaged by fire or other casualty (the Leased Premises themselves being otherwise unaffected) so that access thereto shall be substantially interfered with, then the Landlord shall retain any Rent paid within a reasonable time repair such damage, and a proportionate part of the right rent shall be abated from time of such damage until accessibility to any Rent payable and use of the Leased Premises shall be restored. If the Building of which the Leased Premises are a part be so damaged or destroyed as to render the Leased Premises untenantable by the Tenant for the purpose of its business, then either party may terminate this Lease by notifying the other in writing within thirty (30) days after such damage or destruction, and applicable to in such event, the Tenant's obligations hereunder shall cease as of the date of terminationsuch damage. If Tenant does not timely elect to terminate, Should this Lease not be so terminated, the Landlord shall remain proceed to repair and restore the Leased Premises or the Building itself, as the case may be, as rapidly as practicable, to substantially the same condition in full force and effectwhich the Leased Premises or the Building was before such damage, and Landlord the rent herein reserved shall complete all repairs and restoration as soon as reasonably practicablexxxxx from the time of such damage until the Leased Premises and/or the Building are fully repaired.

Casualty. If the Leased Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In the event of any fire or other casualty to the Building, Landlord shall, within the later of: (a) If, at any time during the Term, the Building or the Premises are damaged or destroyed by a ninety (90) days of such fire or other insured casualty; or (b) within thirty (30) days of a determination that: (i) the casualty is an uninsured loss; or (ii) any mortgagee refuses to release insurance proceeds, Landlord provide Tenant with a written notice (“Landlord’s Notice”) in accordance with this Article 16. In case the Building shall notify Tenant within 30 days after discovery be so damaged that substantial alteration or reconstruction of the Building shall, in Landlord’s sole opinion, be required (whether or not the Leased Premises shall have been damaged by such damage (a "Restoration Notice") as casualty), or in the event of any substantial uninsured loss to the amount Building, or the mortgagee of time Landlord reasonably estimates it will take to restore any mortgage affecting the Premises, as applicable (the "Restoration Period"). If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period")Leased Premises does not make insurance proceeds available, Landlord may, at its option, terminate this Lease by so notifying Tenant as part of Landlord’s Notice. If Landlord does not elect to terminate this Lease, Landlord’s Notice shall specify whether in Landlord’s judgment: (u) if Landlord’s Notice is given prior to April 1, 2014, at least ninety (90%) percent of either the Leased Premises or those portions of the Building affecting the use and enjoyment of the Leased Premises; or (w) if Landlord’s Notice is given on or after April 1, 2014, at least fifty (50%) percent of either all premises in the Building leased by Tenant from Landlord, whether pursuant to this Lease or another lease, or those portions of the Building affecting the use and enjoyment of the Leased Premises (any such noticepremises identified in subsections (u) and (w) herein, the “Damaged Premises”) can be reconstructed within two hundred seventy (270) days from the occurrence of such fire or casualty. If: (x) Landlord’s Notice indicates that such reconstruction of the Damaged Premises shall exceed two hundred seventy (270) days; or (y) Landlord’s Notice is given in the last eighteen (18) months of the Term, and Landlord does not elect to terminate this Lease as of provided in Landlord’s Notice, Tenant shall have the date that is seventy-five right, to be exercised within fifteen (7515) days after receipt of Landlord’s Notice, to elect, by notice to Landlord, to cancel this Lease (“Tenant’s Notice”). In the date event this Lease is not terminated by Landlord as hereinabove permitted, Landlord shall, subject to Excusable Delay, commence and proceed with reasonable diligence to restore the portion of discovery the Building affecting the use and occupancy of the Leased Premises. In the event that Landlord does not complete restoring the Building, or the portion thereof affecting Tenant’s use and enjoyment of the Leased Premises, within two hundred seventy (270) days from the occurrence of such damage fire or destruction; provided, however, that notwithstanding Landlord's election to restorecasualty, Tenant may elect deliver Tenant’s Notice to terminate this Lease by written notice to Landlord, and, in such event, if Landlord delivered does not complete restoring the Building, or the portion thereof affecting Tenant’s use and enjoyment of the Leased Premises, within forty-five ninety (4590) days of receipt the effective date 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 Tenant’s Notice, then 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 authorization 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 remediation of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES")be canceled; provided, however, that if repair Landlord completes restoring the Building, or restoration the portion thereof affecting Tenant’s use and enjoyment of the Leased Premises is not substantially complete as of the end of the Maximum Restoration Period, Landlord shall cease all work, and Tenant may by written notice to Landlord delivered within five such ninety (590) 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminatedays, this Lease shall remain continue in full force and effect. If this Lease is terminated by Landlord as above permitted, Landlord and Tenant thereafter shall have no further obligation or claim, one to the other, this Lease shall be deemed null and void and of no further force and effect. Landlord shall not be liable for any inconvenience, loss of business or annoyance to Tenant or damage to the business of Tenant resulting in any way from such damage or the repair thereof except that Landlord shall allow Tenant a fair diminution of Base Rent and Additional Rent during the time and to the extent that the Leased Premises is unfit for occupancy. During the period of any reconstruction undertaken by Landlord, Tenant shall be responsible to remove its personal property, fixtures and equipment from the damaged area prior to Landlord’s institution of reconstruction work. Landlord shall have no liability to Tenant with respect to any damage, loss or theft of any such personal property, fixtures and equipment not so removed. If Landlord elects to restore the Building as herein provided, with respect to the restoration of the Leased Premises Landlord shall be obligated to restore only those portions of the Leased Premises which were originally provided at Landlord’s expense, and Landlord the restoration of items in the Leased Premises not provided at Landlord’s expense shall complete all repairs and restoration as soon as reasonably practicablebe the obligation of Tenant.

Casualty. (a) If, at If any time during the Term, the Building or the Premises are Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (a “Casualty”), Landlord Borrowers shall notify Tenant within 30 days after discovery give prompt notice of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration so that such Property resembles, as nearly as possible, the condition such Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender (a "Restoration Notice") as to the amount extent such alterations are of time Landlord reasonably estimates it will take a type that would require Lender’s approval under Section 5.1.21 hereof) and otherwise in accordance with Section 6.4 hereof, provided, that if (A) Lender is obligated to make Net Proceeds available to Borrowers for purposes of Restoration in accordance with Section 6.4 hereof, (B) Lender has received such Net Proceeds, and (C) Lender has not made such Net Proceeds available to Borrowers, then Borrowers shall not be required to repair and restore the Premises, as applicable (the "Restoration Period")such Property unless and until such Net Proceeds are made available to Borrowers. If the Restoration Period It 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; providedexpressly understood, however, that notwithstanding Landlord's election Borrowers shall not be obligated to restorerestore such Property to the precise condition of such Property prior to such Casualty provided such Property is restored, Tenant to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrowers shall pay all costs of such Restoration 220 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 any Borrower. In addition, Lender may elect participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to terminate this Lease any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than the Restoration Threshold and the applicable Borrower shall deliver to Lender all instruments reasonably required by written notice Lender to Landlord delivered within forty-five (45) days of receipt permit such participation. In the event of a notice from Landlord estimating a Casualty in which the Net Proceeds and the costs of completing the Restoration Period for the Premises longer are each less than the Maximum Restoration Period. Unless either Landlord Threshold, Borrowers may settle and adjust such claim without Lender’s consent 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableparticipation.

Casualty. (a) If, at any time during the Term, 21.1 Landlord shall maintain causes of loss-special form property insurance covering the Building or as it exists on the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage Lease Date (a "Restoration Notice") as to the amount of time Landlord reasonably estimates it will take to restore the Premisesi.e., as applicable (shown on those certain As-Built Drawings prepared by X.X. Xxxxxxx Construction and dated 01-26-2016, hereinafter the "Restoration Period"). If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration PeriodX.X. Xxxxxxx Drawings"), Landlord may, in such notice, elect to terminate this Lease as an amount not less than ninety percent (90%) of the date replacement cost thereof and, if Landlord so elects or is otherwise mandated by applicable law or required by Landlord's Lender, flood and wind coverage, the cost of all of which shall be included in the Insurance Costs charged to Tenant pursuant to Article 4. Such insurance shall be for the sole benefit of Landlord and under its sole control. Tenant shall not take out separate insurance on the Building concurrent in form or contributing in the event of loss with that required to be maintained by Landlord hereunder unless Landlord is seventy-five (75) days after the date of discovery of such damage or destructionincluded as an additional loss payee thereon; provided, however, that notwithstanding LandlordLandlord need not be included as an additional loss payee on any insurance coverages maintained by Tenant on the Tenant Improvements, any Alterations, or Tenant's election trade fixtures, inventory and other business personal property installed in the Building or on the Premises by, or belonging to, Tenant. Tenant shall immediately notify Landlord whenever any such separate insurance on the Building is taken out and shall promptly deliver to restoreLandlord the policy or policies of such insurance. In the event the Premises or the Building are damaged by fire or other cause, and to the extent Landlord makes sufficient insurance proceeds available to Tenant for the cost and expense of same, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of 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 5.1shall forthwith repair, 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 authorization of any kind required to enter into reconstruct and restore the Premises issued same as nearly as possible to the condition that the same were in immediately prior to such damage, but with such changes or alterations as may be reasonably requested by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or 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, Tenant and Tenant may by written notice reasonably acceptable 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 restorationotherwise required by law, and this Lease shall terminate as of the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right Tenant's obligation to any Rent payable by Tenant pay rent and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease additional rent hereunder shall remain in full force and effect. Such repairs, reconstruction, restoration, changes and alterations, including the cost of any temporary repairs for the protection of the Building and the Premises, or any portion thereof, pending completion thereof, and to the extent Landlord makes sufficient insurance proceeds available to Tenant for same, are referred to as the "Restoration Work". Notwithstanding anything otherwise provided above, at the option of Tenant, Landlord shall complete all repairs perform that portion of the Restoration Work necessary to repair and restoration restore the Building and the Premises to their condition existing on the Lease Date (as soon as reasonably practicableshown on the X.X. Xxxxxxx Drawings) (herein, the "Base Restoration Work"), using the proceeds of Landlord's property insurance. Landlord shall not, in any event, be required to repair or replace any damage or loss by or from fire or other cause to the Tenant Improvements, any Alterations, or Tenant's trade fixtures, inventory and other business personal property installed in the Building or on the Premises by, or belonging to, Tenant.

Casualty. (a) IfBorrower shall promptly notify Lender of any loss in excess of ONE HUNDRED THOUSAND DOLLARS ($100,000.00), at any time during the Term, the Building whether covered by insurance or the Premises are damaged not. In case of loss or destroyed damage by a fire or other insured casualty, Landlord shall notify Tenant within 30 days Lender, or after discovery foreclosure, the holder of the certificate or certificates of purchase, is authorized (i) to settle and adjust any claim under insurance policies which insure against such damage risks (a "Restoration Notice"with the duty of Lender to meet and confer with Borrower), or (ii) as to allow Borrower to agree with the insurance company or companies on 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 be paid in regard 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 destructionloss; provided, however, that notwithstanding Landlordso long as no Event of Default then exists, Borrower shall have the right to settle all insurance claims involving amounts up to ONE HUNDRED THOUSAND DOLLARS ($100,000.00) without Lender's election involvement or consent and to restorereceive the proceeds directly for application to the costs of restoration. In either case, Tenant may elect Lender is authorized to terminate this Lease by written notice collect and receipt for insurance proceeds in excess of ONE HUNDRED THOUSAND DOLLARS ($100,000.00). Subject to Landlord delivered within forty-five the preceding Section 1.6(a), provided no Event of Default then exists and Borrower certifies as to same, the net insurance proceeds (45after deduction of Lender's out of pocket costs and expenses, if any, in collecting the same) days of receipt of a notice from Landlord estimating a Restoration Period shall be made available for the Premises longer than the Maximum Restoration Period. Unless either Landlord restoration 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 repair of the Premises as Property if, in Lender's sole and absolute discretion: (i) restoration or repair and the continued operation of the date Property is economically feasible; (ii) no lease has terminated as a result of this Lease)the loss or damage and all leases remain enforceable under their terms, as needed to obtain any license, clearance or other authorization of any kind required to enter into without modification; (iii) the loss does not occur in the six (6) month period preceding the stated Maturity Date and restore Lender's independent consultant certifies that the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or 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 Property can be completed at least ninety (90) days prior to the Maturity Date; and (iv) the insurance proceeds are sufficient to complete the restoration or repair or Borrower has deposited with Lender an amount, in cash, which Lender, in its sole discretion, determines is not substantially complete as necessary, in addition to the net insurance proceeds, to pay in full the cost of the end of the Maximum Restoration Period, Landlord shall cease all work, and Tenant may by written notice to Landlord delivered within five restoration or repair (5) business days of the expiration of Maximum Restoration Period, elect to terminate this Lease. If Tenant elects to terminate this Lease, Landlord Borrower's deposit shall be relieved disbursed prior to any disbursement of its obligation insurance proceeds held by Lender). Any excess proceeds remaining after completion of such repair shall be distributed first to make repairs Borrower to the extent Borrower has deposited funds with Lender for such repair with the balance applied against the Indebtedness. Notwithstanding the foregoing, it shall be a condition precedent to any disbursement of insurance proceeds held by Lender hereunder that Lender shall have approved (x) all plans and specifications for any proposed repair or restoration, (y) the construction schedule, and this Lease (z) the architect's and general contractor's contract for all restoration that exceeds ONE HUNDRED THOUSAND DOLLARS ($100,000.00) in the aggregate. Lender may establish other conditions it deems reasonably necessary to assure the work is fully completed in a good and workmanlike manner free of all liens or claims by reason thereof, and in compliance with all applicable laws, rules and regulations. At Lender's option, the net insurance proceeds shall terminate as be disbursed pursuant to a construction escrow acceptable to Lender. If an Event of Default then exists, or any of the date conditions set forth in clauses (i) through (iv) of discovery this Section 1.6(b) have not been met or satisfied, the net insurance proceeds shall be applied to the Indebtedness in such order and manner as Lender may elect, whether or not due and payable, with any excess paid to Borrower; provided that if no Event of Default then exists, the prepayment of the Indebtedness resulting from the application of the insurance proceeds to the Indebtedness shall not be subject to payment of a prepayment premium. Lender may apply any insurance proceeds remaining after completion of restoration to the Indebtedness, or if the above conditions are not met, Lender may apply all insurance proceeds to the Indebtedness. In case of loss after foreclosure proceedings have been instituted, the proceeds of any such damage insurance policy or destruction. Landlord policies, if not applied as aforesaid in rebuilding or restoring the buildings or improvements, shall retain any Rent paid be used to pay the Indebtedness and the right to any Rent payable by Tenant and applicable balance, if any, shall be paid to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablepersons entitled thereto.

Casualty. (a) If, at any time during If the Term, the Building Property or the Premises are Worldwide Plaza Amenities shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage casualty (a "Restoration Notice") as “Casualty”), the restoration of which is estimated by Borrower in good faith to cost in excess of $3,000,000.00, Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, but subject to Senior Lender making available to Borrower or Owner any insurance proceeds that are available if Senior Lender is required to do so pursuant to the amount of time Landlord reasonably estimates it will take to restore the PremisesSenior Loan Agreement, 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 shall promptly proceed to restore, Tenant may elect repair, replace or rebuild the Property and the Worldwide Plaza Amenities (or cause such actions) in accordance with Legal Requirements to terminate this Lease by written notice be of at least equal value and of substantially the same character as immediately prior to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 Lender may, but shall retain not be obligated to make proof of loss if not made promptly by Borrower or Owner. In addition, Lender may, but subject to the right of Senior Lender, participate in any Rent paid settlement discussions with any insurance companies (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than $12,250,000.00, and shall approve any final settlement, if the costs of completing the Restoration related thereto are equal to or greater than $12,250,000.00, such approval not to be unreasonably withheld, conditioned or delayed unless an Event of Default in continuing, and Borrower shall deliver (or cause to be delivered) to Lender all instruments required by Lender to permit such participation. Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim (provided Lender has a right to so settle and adjust the claim pursuant to this Agreement) or Borrower causes Owner to settle such claim) shall be due and payable solely to Senior Lender and held and disbursed by Senior Lender in accordance with the terms of the Senior Loan Agreement. In the event Borrower, Owner or any party other than Lender is a payee on any check representing Insurance Proceeds with respect to any Casualty, Borrower shall promptly endorse (or cause Owner to endorse), and cause all such third parties to endorse, such check payable to the order of Lender, subject to the rights of Senior Lender under the Senior Loan Documents. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender, subject to the rights of Senior Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty with respect to which Lender has the right to any Rent payable by Tenant settle and applicable adjust pursuant to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableSection 5.2.

Casualty. (a) If, at any time during If the Term, the Building or the Leased Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify promptly give written notice to Tenant whether the Leased Premises can reasonably be repaired 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) 180 days after the date of discovery the occurrence of such damage fire or destructionother casualty. If Landlord notifies Tenant that it does not believe that the Leased Premises 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 time within 30 days after the date of Tenant's receipt of the aforementioned notice from Landlord. If Landlord determines that the Leased Premises 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 Leased Premises cannot be reasonably repaired within such 180-day period, then Landlord will proceed to repair the Leased Premises at its sole expense; provided, however, that notwithstanding Landlord's election Landlord will in no event be required to restore, Tenant may elect repair any improvements previously made to terminate this Lease or any fixtures previously installed in the Leased Premises by written notice to Landlord delivered within forty-five (45) days of receipt Tenant. If the Leased Premises are rendered untenantable in whole or in part as a result of a notice from Landlord estimating a Restoration Period for fire or other casualty, then all rent accuring after the Premises longer than occurrence of any such fire or other casualty and prior to 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 completion of the Premises as repair of the date Leased Premises will be equitably and proportionately abated to reflect the untenantable portion of this Lease), as needed the Leased Premises. Landlord will not be liable to obtain Tenant for any license, clearance inconvenience or interruption to Tenant's business occasioned by such fire or other authorization of any kind required to enter into and restore casualty or the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES"); provided, however, that if concomitant 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 written notice to Landlord delivered within five (5) business days of the expiration of Maximum Restoration Period, elect to terminate this LeaseLeased Premises. 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicable.EXHIBIT F MASTER LESSOR'S CONSENT

Casualty. Subject to Section 5.2(b) and Section 5.2(c), in the event of any damage to or destruction of the Site or any Improvements, whether or not from a risk coverable by the insurance described in Section 4.1, RIDA shall promptly repair and restore the Site or such Improvements, in a manner reasonably approved in writing by the City, so that after such restoration and repair, the Facility is in substantially the same condition as existed prior to such event of damage or destruction, as applicable, or to such other condition as the City, at RIDA’s reasonable request and based on information provided by RIDA, has certified to the JEPA, the Port and the Trustee will have an annual fair rental value in each Lease Year (aunder and as defined in the Facility Lease) of not less than the Maximum Lease Payment (under and as defined in the Facility Lease) in each Lease Year. If RIDA requests that the City provide such certification, then the City shall reasonably request that RIDA provide information that the City reasonably requires to establish the truthfulness of such certification, RIDA shall provide the City with such information, and if the truthfulness of such certification is established to the reasonable satisfaction of the City, then the City shall make such certification as and when required under Section 6.1(b)(i)(A) of the Facility Lease. Any property insurance policy proceeds received in connection with and that are allocable to such damage to or destruction of the Site or such Improvements (“Casualty Proceeds”) shall be paid to the Trustee as “loss payee” under the property insurance policies that are required to be maintained pursuant to the Project Implementation Agreement and this Sublease and shall be deposited into the Insurance and Condemnation Fund pursuant to Section 4.5 of the Indenture and Section 6.1(a) of the Facility Lease. Such Casualty Proceeds shall be held in trust by the Trustee in the Insurance and Condemnation Fund pursuant to the terms of the Indenture. If, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage no later than six (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 (156) months (the "Maximum Restoration Period"), Landlord may, in such notice, elect to terminate this Lease as of after the date that any damage to or destruction of the Site or any Improvements has occurred or such later date as the JEPA consents to pursuant to Section 6.1(b) of the Facility Lease, RIDA has provided to the City, the JEPA and the Trustee the certifications to be made by RIDA as set forth in Section 6.1(b)(i)(A) and Section 6.1(b)(i)(C) of the Facility Lease, and the City has provided the certifications to be made by the City as set forth in Section 6.1(b)(i)(A) and Section 6.1(b)(i)(B) of the Facility Lease, then such Casualty Proceeds shall be transferred by the Trustee to the 2022A Account of the Construction Fund and disbursed by the Trustee in accordance with Section 6.1(b) of the Facility Lease, the terms of the Indenture and Section 9.2 of the Project Implementation Agreement to fund the repair or restoration of the Site and the Improvements. If RIDA has made the certifications to be made by RIDA pursuant to Section 6.1(b)(i)(A) and Section 6.1(b)(i)(C) of the Facility Lease and requests the City to make the certifications to be made by the City in Section 6.1(b)(i)(A) and Section 6.1(b)(i)(B) of the Facility Lease then the City shall promptly request information that the City reasonably requires to establish the truthfulness of RIDA’s certifications and to make the City’s required certifications, and if the truthfulness of RIDA’s certifications and the evidence required by the City to make its certifications is seventy-five (75) days after established to the reasonable satisfaction of the City, then the City shall promptly make such certifications as and when required under the Facility Lease. If any damage to or destruction of the Site or any Improvements occurs prior to the date that such Improvements have been Completed, then, in addition to the Casualty Proceeds deposited in the Insurance and Condemnation Fund and subsequently transferred to the 2022A Account of discovery the Construction Fund, all amounts remaining on deposit in the 2022A Account of the Construction Fund shall continue to be available to fund construction of the Site and the Improvements and shall be disbursed by the Trustee in accordance with Section 3.10 of the Indenture and Section 9.2 of the Project Implementation Agreement prior to disbursement by the Trustee of any Casualty Proceeds deposited in the Insurance and Condemnation Fund and subsequently transferred to the 2022A Account of the Construction Fund. Upon completion of repair or restoration of such damage or destruction, as applicable, free and clear of mechanics or other liens, any remaining balance of the Casualty Proceeds in the 2022A Account of the Construction Fund with respect to such damage or destruction, as applicable (exclusive of any proceeds applicable to RIDA’s personal property that would be retained by RIDA at the end of the Term, all of which shall be paid to RIDA), shall be paid to RIDA as reimbursement of the unamortized portion of any Advance Rent previously paid by RIDA; provided, however, if there is any Permitted Lender that notwithstanding Landlord's election has a Permitted Financing Encumbrance outstanding, then such amount shall be paid to restorethe Permitted Lender that has the highest priority lien to be applied against the indebtedness that is secured by its Permitted Financing Encumbrance to the extent such payment is required to be made by RIDA pursuant to the terms of the Permitted Financing Encumbrance held by the Permitted Lender. If there is no Trustee or if there is but the Trustee declines to act as a trustee for the disbursement of funds as provided above, Tenant then any Casualty Proceeds shall be payable in trust to the Permitted Mortgage Lender with an outstanding Permitted Lease Financing Encumbrance that is still outstanding, and shall be disbursed by such Permitted Mortgage Lender as provided above. If the Permitted Mortgage Lender is the trustee for disbursement, then the Permitted Mortgage Lender may elect disburse the 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 terminate this Lease City and ensure that the Casualty Proceeds are applied to the costs of repairing, restoring or replacing the Site and the Improvements that were damaged or destroyed. If there is no such Permitted Mortgage Lender, or if there is, but it declines to hold and disburse the Casualty Proceeds, then such Casualty Proceeds shall be payable to a bank or trust company doing business in the County of San Diego agreed upon by written notice the Parties, or if the Parties fail to Landlord delivered agree, to Bank of America, N.A., or its successor, and such Casualty Proceeds shall be deposited in interest bearing accounts or deposits agreed upon by the Parties, or if the Parties fail to agree, then in the bank’s regular passbook savings account, and shall be disbursed as provided above after all amounts in the 2022A Account of the Construction Fund are disbursed by the Trustee for the costs of repairing and restoring the remaining portion of the Site and the Improvements. To the extent that the Casualty Proceeds and all amounts that are on deposit in the 2022A Account of the Construction Fund, are insufficient to pay for the costs of restoring, repairing or replacing the damaged Site and Improvements, RIDA shall pay such deficiency to the Trustee for application to the restoration costs in accordance with Section 6.1(b) of the Facility Lease, within forty-five ninety (4590) days after the insurer first makes available such Casualty Proceeds for repair, restoration or replacement. In satisfaction of receipt its obligation under the preceding sentence, RIDA may provide a letter(s) of credit or a notice from Landlord estimating completion guaranty, in each case, in a Restoration Period for form reasonably acceptable to each of the Premises longer than City, the Maximum Restoration PeriodPort and the JEPA, in an amount equal to such deficiency. Unless either Landlord or Tenant so elects As and to terminate this Lease the extent provided in the Project Implementation Agreement, the provisions of Article 9 of the Project Implementation Agreement shall apply to all work performed pursuant to this Section 5.15.2. Notwithstanding the foregoing, Landlord shall promptly restore if RIDA is not able to obtain sufficient Casualty Proceeds (in the Premises case of an insured casualty) or construction funds (including all tenant improvements that were part in the case of an uninsured casualty) to commence repair, restoration or replacement of the Premises as of the date of this Lease), as needed to obtain any license, clearance damaged Site or other authorization 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 remediation of Hazardous Materials Improvements within ninety (hereinafter defined90) 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 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 , and in the case of an insured casualty, RIDA has used its best efforts to so obtain such Casualty Proceeds or, in the case of an uninsured casualty, RIDA has used its best efforts to obtain sufficient construction funds, then RIDA shall retain any Rent paid have such additional time as is necessary to obtain such Casualty Proceeds or construction funds (but in no event to exceed one hundred and the right to any Rent payable by Tenant and applicable to eighty (180) days from the date of termination. If Tenant does not timely elect such damage or destruction) in which to terminatecommence to repair, this Lease shall remain in full force restore or replace the damaged Site and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableImprovements (including commencing engineering or permitting with respect thereto).

Casualty. (a) If, at any time during If the Term, Premises or the Building are totally or the Premises are partially damaged or destroyed by a fire thereby rendering the Premises totally or other insured casualtypartially inaccessible or unusable, then 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 repair and restore the Premises, as applicable (Premises and the "Restoration Period"). If Building to substantially the Restoration Period is estimated same condition they were in prior 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 if in Landlord's election to restore’s reasonable judgment such repair and restoration cannot be completed within two hundred seventy (270) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, Tenant may elect removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right to terminate this Lease by giving written notice to Landlord delivered of termination within forty-five (45) days after the occurrence of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Periodsuch damage or destruction. Unless either Landlord or Tenant so elects to terminate If this Lease is terminated pursuant to this Section 5.113.1, Landlord then rent shall promptly restore be apportioned (based on the Premises (including all tenant improvements that were part portion of the Premises as which is usable or used after such damage or destruction) and paid to the earlier of the date of this Lease), as needed termination or the date Tenant completely vacates and abandons the Premises on account of such damage and Landlord shall be entitled to obtain any license, clearance insurance proceeds received by Tenant that are attributable to improvements insured or other authorization of any kind required to enter into and restore be insured by Tenant that would remain in the Premises issued by any Governmental Authority having jurisdiction over at the useend of the Term. If this Lease is not terminated as a result of such damage or destruction, storage, handling, treatment, generation, release, disposal, removal or remediation then until such repair and restoration of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred are substantially complete, Tenant shall be required to herein as "HAZARDOUS MATERIALS CLEARANCES")pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the gross negligence or willful misconduct of Tenant, then Tenant shall not be entitled to any such rent reduction, and (y) if Tenant fails to promptly pay over to Landlord insurance proceeds when received from Tenant’s insurance any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair or and restoration of the Premises is not substantially complete as had Tenant timely paid Landlord such insurance proceeds. After receipt of the end all insurance proceeds (including proceeds of the Maximum Restoration Periodinsurance maintained by Tenant), Landlord shall cease all work, proceed with and Tenant may by written notice to Landlord delivered within five (5) business days bear the expenses of such repair and restoration of the expiration Premises and the Building; provided, however, that (a) if such damage or destruction was caused by the act or omission of Maximum Restoration PeriodTenant, elect to terminate this Lease. If then Tenant elects to terminate this Leaseshall pay Landlord’s deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord shall be relieved of its obligation to make repairs or restoration, and this Lease shall terminate as of the date of discovery on account of such damage or destruction. , (b) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall retain not be required to repair or restore any Rent paid and tenant improvements installed in the Premises (except to the extent Landlord receives proceeds therefor from Tenant’s insurance), any Alterations or any other contents of the Premises (including Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration, (2) the holder of any Rent payable by Tenant mortgage fails or refuses to make such insurance proceeds available for such repair and restoration, (3) zoning or other applicable Laws or regulations do not permit such repair and restoration, or (4) the damage to the date Building exceeds thirty-five percent (35%) of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablethe replacement value of the Building.

Casualty. If the Premises are destroyed or damaged by fire or other casualty covered by a standard fire and extended coverage policy, then (aunless this Lease is terminated by Landlord as hereinafter provided) IfLandlord shall proceed, at any time during after adjustment of such loss, to repair or restore the Premises to the condition which Landlord furnished to Tenant upon the commencement of the Term, the Building or the Premises are damaged or destroyed by a fire or other 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 shall be under no obligation to restore any leasehold improvements or Alterations to the Premises made by Tenant after the Commencement Date unless the same is covered by Landlord's election insurance, but nothing herein shall be construed to restore, Tenant may elect require Landlord to terminate this Lease by written notice insure such property. In no event shall Landlord be obligated to expend an amount in excess of the insurance proceeds available to Landlord delivered within forty-five (45) days of receipt of a notice from for such repair or restoration. If Landlord estimating a Restoration Period for repairs or restores the Premises longer than as provided herein, then Tenant shall repair and restore its leasehold improvements, furnishings, furniture and equipment to at least a condition equal to that prior to its damage. Notwithstanding anything to the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease pursuant to this Section 5.1contrary contained herein, Landlord shall promptly restore be responsible for restoration of the Premises (including all tenant leasehold improvements that were part of presently existing in the Premises as of the date of this Lease)Lease if and only if the proceeds of insurance maintained by Tenant pursuant to subparagraph (b) of Section 18 are paid to Landlord. If the Premises or any part thereof shall be rendered untenantable by any destruction or damage, as needed then a pro rata portion of the rent based upon the number of square feet of area in the Premises which are untenantable shall be abated until the Premises or such part thereof shall have been put in tenantable condition. If, however, any destruction or damage to obtain any licensethe Premises or Building (regardless of whether or not the Premises are affected) is so extensive that Landlord, clearance in its sole discretion, elects not to repair or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over or Building, or the use, storage, handling, treatment, generation, release, disposal, removal proceeds of insurance are not sufficient or remediation available to fully pay the cost 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 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 then Landlord may terminate this Lease shall terminate effective as of the date of discovery the damage by written notice to Tenant. The provisions of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable this Section are subject to the date rights of termination. If Tenant does not timely elect to terminateLandlord's mortgagees, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableif any.

Casualty. (a) IfIf the Building is damaged by fire or any other casualty, Tenant will immediately give written notice thereof to Landlord. Within ten days after its receipt of such written notice from Tenant, Landlord will give written notice to Tenant whether the damaged area can reasonably be repaired within 210 days after the date on which all requisite permits and licenses for the 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 210-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 time during the Term, the Building or the Premises are damaged or destroyed by a fire or other 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) thirty days after the date of discovery Tenant's receipt of the aforementioned notice from Landlord. If Landlord determines that the damaged area can reasonably be repaired within such damage 210-day period or destructionif neither party elects to terminate this Lease despite the fact that Landlord has determined that the damaged area cannot be reasonably repaired within such 210-day period, then Landlord will proceed with due diligence to repair the damaged area as expeditiously as reasonably practicable at its sole expense; provided, however, that notwithstanding LandlordLandlord 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 /section/12 hereof. If the Building is rendered untenantable in whole or in part as a result of a fire or other casualty, then all Base 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 Property will be equitably and proportionately abated to reflect the untenantable portion of the Property. Landlord will not be liable to Tenant for any inconvenience or interruption to Tenant's election business occasioned by such fire or other casualty or the concomitant repair of the damaged area. In addition to restoreany termination right granted to Tenant under the above provisions, Tenant may elect will also have the right to terminate this Lease if the Building is damaged by fire or any other casualty within the last twelve months of the Lease Term, such that at least 51% of the rentable square footage contained within the Building is rendered untenantable. Upon the occurrence of any event described in the immediately preceding sentence, Tenant may exercise its termination right by delivering written notice of termination to Landlord delivered within forty-five (45) thirty days after the occurrence of 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 such fire or other authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablecasualty.

Casualty. If any Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrowers and Operating Lessees shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrowers and Operating Lessees, regardless of whether insurance proceeds are available, shall, subject to Section 2.4.4(b) hereof, promptly proceed to restore, repair, replace or rebuild the affected Property in accordance with Legal Requirements so that the applicable Property resembles, as nearly as possible, to the extent practicable, the condition such Property immediately prior to such Casualty. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrowers and/or Operating Lessees. In the event of a Casualty where the loss does not exceed the Threshold Amount for such Property. Borrower may settle and adjust such claim; provided that (a) Ifno Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty where the loss exceeds the Threshold Amount or if an Event of Default then exists, Borrower may settle and adjust such claim only with the consent of Lender (which shall not be unreasonably withheld) and Lender shall have the opportunity to participate, at Borrower’s cost, in any time during such adjustments. Borrower shall deliver to Lender all instruments reasonably required by Lender to permit such participation. Except as set forth above in this Section 5.2, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the Termclaim or Borrowers and/or Operating Lessees settle such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. In the event Borrowers, the Building Operating Lessees or the Premises are damaged or destroyed by any party other than Lender is a fire or other insured casualtypayee on any check representing Insurance Proceeds with respect to any Casualty, Landlord Borrowers and/or Operating Lessees shall notify Tenant within 30 days after discovery of immediately endorse, and cause all such damage (a "Restoration Notice") as third parties to endorse, such check payable to the amount order of time Landlord reasonably estimates it will take Lender. Each Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to restore endorse any such check payable to the Premises, as applicable order of Lender. Each Borrower and each Operating Lessee hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty (except to the "Restoration Period"). If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period"), Landlord may, in extent such notice, elect to terminate this Lease as liability arises by reason of the date that is seventy-five (75) days after the date gross negligence, illegal acts, fraud or willful misconduct of discovery of such damage or destruction; provided, however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of 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 LeaseLender), as needed to obtain any license, clearance or other authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicable.

Casualty. (a) If, If at any time during the Termterm of this Lease, including any extension or renewal thereof, the Building or the Premises are is damaged or destroyed by a fire or other 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 Premisesthen, 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 unless 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 terminated by written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 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 obligated to make repairs or restorationpromptly commence, and this Lease shall terminate as thereafter prosecute with reasonable diligence, the reconstruction, restoration and repair of the date of discovery of such damage or destructionPremises to a condition substantially equivalent to that existing immediately prior to the casualty. Notwithstanding anything herein to the contrary, Landlord shall retain not be required to rebuild, replace, or repair any Rent paid and of the right to following: (i) any Rent payable by Tenant and applicable to the date Premises Alterations; or (ii) personal property of terminationTenant. If the damage renders the Premises inaccessible or untenantable in whole or in part, such that Tenant cannot reasonably use (and Tenant does not timely elect use) the Premises for the normal operation of its business, then the Rent provided for herein shall xxxxx thereafter as to terminatethe portion of the Premises so affected until such time as same is accessible and restored to a tenantable condition, this Lease shall remain as reasonably determined by Landlord. If the damage renders the Parking Facility inaccessible or unusable in full force and effectwhole or in material part (the “Affected Parking Area”), and then Landlord shall complete all repairs use commercially reasonable efforts to provide Tenant with temporary replacement parking (for the amount of parking contained in the Affected Parking Area) within a reasonable distance of the Premises until such time as same is accessible and restoration as soon restored to a usable condition, as reasonably practicabledetermined by Landlord. If Landlord is unable to provide such replacement parking, then Landlord shall reimburse Tenant for all reasonable expenses incurred by Tenant in shuttling its employees to the Premises, until such time as the Affected Parking Area is accessible and restored to a usable condition, as reasonably determined by Landlord.

Casualty. If the Facility or any portion thereof or any other part of the Premises shall be damaged, destroyed or contaminated by fire, tornado, flood or any other casualty or peril (including without limitation, release of any Hazardous Material) (any such occurrence being referred to as a “Casualty”), Tenant shall immediately notify Landlord thereof. Within ten (10) business days after the Casualty, Tenant shall employ an architect licensed by the State of Georgia, and Tenant, with the advice and assistance of such architect, shall give written notice (“Tenant’s Casualty Notice”) to Landlord as promptly as practicable following the Casualty, but in no event later than sixty (60) days thereafter, which shall state: (a) IfTenant’s architect’s reasonable estimate of the time to substantially complete the Casualty Restoration; and (b) Tenant’s architect’s reasonable estimate of the costs required to complete the Casualty Restoration (including “soft” costs, at any time during such as a developer’s fee (if applicable), architect’s and engineer’s fee, insurance bonds, permits and other such items, and “hard” costs of such restoration). “Casualty Restoration” shall mean the Termrestoration of the Facility in all material respects to its condition prior to the Casualty (but in no event to exceed the scope of the Plans) so that upon completion of same, the Building or value and rental value of the Premises are damaged or destroyed by a fire or other insured casualtyshall be at least equal to the value and rental value of the Facility immediately prior to the Casualty. If Landlord fails to object in writing to the estimates contained in Tenant’s Casualty Notice such estimates shall be deemed approved for purposes of this Section 23. If Tenant’s Casualty Notice provides that the estimated length of time that will be required to substantially complete the Casualty Restoration exceeds twelve (12)months from the date of the Casualty, and Landlord disagrees with said estimate, Landlord shall notify Tenant in writing within 30 ten (10) days after discovery following Landlord’s receipt of Tenant’s Casualty Notice, in which event, Landlord shall have an additional twenty (20) day period to employ an architect and to deliver its estimate of such damage (a "Restoration Notice") as time to the amount of time Landlord reasonably estimates it will take to restore the Premises, as applicable (the "Restoration Period")Tenant. If the estimate of Landlord’s architect provides that the time required to substantially complete the Casualty Restoration Period is estimated will exceed twelve (12) months from the date of Casualty, Tenant’s estimate shall be deemed confirmed and approved by Landlord. If the estimate of Landlord’s architect provides that the time required will not exceed said 12-month period, Landlord’s architect and Tenant’s architect shall promptly mutually select a third architect whose estimate of such time shall be: (i) made within ten (10) days following his or her appointment; and (ii) final and conclusive on both Landlord and Tenant. Landlord and Tenant shall bear the costs of their respective architects for purposes of the foregoing provision. The cost of the third architect shall be divided equally between Landlord and Tenant. With respect to a Casualty that occurs during the last twelve (12) months of the Term, in the event Tenant’s architect estimates that the cost of the Casualty Restoration would exceed fifteen (15%) months (the "Maximum Restoration Period"), Landlord may, in such notice, elect to terminate this Lease as percent 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 written notice to Landlord delivered within forty-five (45) days of 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 replacement cost of the Premises as Facility (exclusive of excavations, foundations and footings) and Landlord disagrees with such estimate, the date of this Lease), as needed foregoing procedure to obtain any license, clearance or other authorization 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 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 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 arrive at an approved time estimate shall be relieved of its obligation employed with respect to make repairs or restoration, and this Lease shall terminate as of the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablecost estimate.

Casualty. (a) If, at any time during If the Term, the Building Property or the Premises are Condominium Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty resulting in damage exceeding $2,000,000 (a “Casualty”), Landlord Borrower shall notify Tenant within 30 days after discovery give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall proceed to diligently restore, repair, replace or rebuild the Property and shall cause the Condominium Board to diligently restore, repair, replace or rebuild the Condominium Property in accordance with the Condominium Documents, in each case, in accordance with Legal Requirements to be of substantially equal quality and rentable square footage and of substantially the same character as prior to such damage (or destruction, with such changes as may be reasonably approved by Lender. Borrower shall cause the Condominium Board to, in good faith and in a "Restoration Notice") as commercially reasonable manner, file and prosecute the adjustment, compromise or settlement of any claims with respect to the amount of time Landlord reasonably estimates it will take Condominium Property. Lender may, but shall not be obligated to, make a claim if not made by Borrower (or the Condominium Board with respect to restore the Premises, as applicable (the "Restoration Period"). If the Restoration Period is estimated to exceed Condominium Property) within fifteen (15) months (the "Maximum Restoration Period"), Landlord may, in such notice, elect to terminate this Lease as Business Days after Borrower’s actual knowledge of the date that is seventy-five (75) days after the date of discovery occurrence of such damage or destruction; providedCasualty. In addition, however, that notwithstanding Landlord's election to restore, Tenant Lender may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of 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 participate in any license, clearance or other authorization of settlement discussions with 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 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 workinsurance companies, and Tenant may by any final settlement shall be subject to Lender’s prior written notice approval, which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Lender fails to Landlord delivered approve or deny (stating the reason for such denial) such final settlement within five (5) business days Business Days after its approval is requested by Borrower, (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the expiration Net Proceeds or the costs of Maximum completing the Restoration Periodare equal to or greater than $15,000,000, elect and Borrower shall deliver to terminate this LeaseLender all instruments reasonably required by Lender to permit such participation. If Tenant Except as set forth in the foregoing sentence or in the Condominium Documents, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to terminate this Lease, Landlord settle and adjust the claim (if permitted hereunder) or Borrower settles such claim) shall be relieved due and payable to Lender and held and disbursed by Lender in accordance with the terms of its obligation this Agreement. In the event Borrower or any party other than Lender is a payee on any check representing Insurance Proceeds with respect to make repairs or restorationany Casualty, Borrower shall immediately endorse, and this Lease shall terminate as of the date of discovery of cause all such damage or destruction. Landlord shall retain any Rent paid and the right third parties to any Rent endorse, such check payable by Tenant and applicable to the date order of terminationLender. If Tenant does not timely elect Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to, upon five (5) Business Days prior notice to terminateBorrower or during the continuance of an Event of Default, this Lease shall remain endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablerespect of any Casualty.

Casualty. (a) If, at Developer shall promptly notify Comcast of any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other insured casualtydamage to any part of the Project. In the event of any material damage to any part of the Project, Landlord Developer shall notify telephone Comcast and comply with Owners’ insurance requirements with respect to providing notice to such insurance companies. Subject to the terms of the Major Tenant within 30 days after discovery Lease, Developer is, except as provided below, hereby authorized to act on behalf of Owners to settle any such damage (a "Restoration Notice") losses, complete loss reports and/or adjust such losses on behalf of Owners and to meet with any federal, state or local regulatory agency. Developer shall keep Owners reasonably informed as to the amount status of time Landlord reasonably estimates it such settlements, adjustments and meetings. Notwithstanding the foregoing, if as a result of such fire or other damage Completion of the Project will take to restore the Premises, as applicable (the "Restoration Period"). If the Restoration Period is estimated to exceed be delayed by more than fifteen (15) months (or the "Maximum Restoration Period"), Landlord may, in such notice, elect to terminate this Lease as uninsured or underinsured portion of the date that loss is seventy-five (75) days after or will be greater than $[***], Comcast shall be entitled to participate in the date of discovery of such damage or destruction; providedsettlement, howeveradjustment and/or meetings. If, that notwithstanding Landlord's election pursuant to restorethe Major Tenant Lease, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of 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 Office Owner elects to terminate this Lease pursuant to this Section 5.1, Landlord shall promptly restore undertake the Premises (including all tenant improvements that were part restoration or reconstruction of the Premises as of the date of this Lease)Office Unit, as needed to obtain any license, clearance or other authorization 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 remediation of Hazardous Materials then (hereinafter definedi) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES"); provided, however, that if repair or Developer shall undertake restoration of the Premises is not substantially complete as Project in accordance with the terms of this Agreement (subject to the other terms of this Section 6.2(a)), (ii) Owners shall make all insurance proceeds received by them available for such restoration or reconstruction, (iii) any delay to an activity on the critical path of the end Construction Schedule resulting from the casualty shall be deemed to be Force Majeure Delay, and (iv) each Guaranteed Maximum Development Price shall be increased only as necessary to account for the amount by which the cost to restore the Project exceeds the available insurance proceeds (provided that Developer has otherwise complied with the provisions of this Agreement respecting insurance). If, pursuant to the Major Tenant Lease, Office Owner elects not to restore or reconstruct the Office Unit, the Owners shall make sufficient insurance proceeds available to permit Developer to raze the Improvements, clear and landscape the Property, and undertake such other remediation as may be required in Developer’s reasonable discretion or as required by Law, and the balance of the Maximum Restoration Period, Landlord shall cease all work, and Tenant may by 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 insurance proceeds shall be relieved of its obligation to make repairs or restoration, and this Lease shall terminate as of retained by the date of discovery of such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableOwners.

Casualty. (a) If, at any time during the Term, If the Building or the Premises are shall be partially or totally damaged or destroyed by a fire or other insured casualtycasualty (each, a “Casualty”) and if this Lease is not terminated as provided below, then (i) 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 repair and 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 written notice to Landlord delivered within forty-five (45) days of 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 Building and the Premises (including all tenant improvements that were part Tenant’s Improvements and Betterments but excluding Tenant’s Property) with reasonable dispatch (but Landlord shall not be required to perform the same on an overtime or premium pay basis) after notice to Landlord of the Premises Casualty and the collection of the insurance proceeds attributable to such Casualty and (ii) Tenant shall repair and restore in accordance with Section 4.02 all Tenant’s Property with reasonable dispatch after Xxxxxxxx’s restoration provided in clause (i) above is substantially completed. Except as provided in Section 4.05, upon Xxxxxx’s receipt from Landlord of (x) a waiver of Landlord’s right to cancel the Lease as provided in Section 7.05 as a result of such casualty, (y) confirmation that Landlord has collected the insurance proceeds attributable to such casualty as provided for in clause (i) above (or has received the first advance thereof, if such insurance proceeds are paid to Landlord in installments or has commenced restoration) and (z) a copy of the Estimate; then, the proceeds of insurance covering Tenant’s Improvements and Betterments shall be paid to Landlord, and, concurrently with the collection of such insurance proceeds, Tenant shall pay to Landlord (A) the amount of any deductible under the policy insuring Tenant’s Improvements and Betterments and (B) the amount, if any, by which the cost of repairing and restoring Tenant’s Improvements and Betterments as estimated by the Contractor exceeds the available insurance proceeds therefor. All such sums will be held by Landlord (or by Tenant, in the case of insurance proceeds for Betterments and Improvements until Tenant is required to pay such proceeds to Landlord as provided herein) in an interest bearing account in a New York State bank in trust for the benefit of Tenant and Landlord, as applicable, and (except as otherwise provided herein) may only be utilized by Landlord for the restoration of Tenant’s Improvements and Betterments. In the event this Lease is terminated then 50% of any remaining portion of such amount, deposited with Landlord by Tenant plus accrued interest, will be refunded to Tenant by Landlord. In the event that the cost to restore Xxxxxx’s Improvements and Betterments is less than the amount deposited by Tenant with Landlord, then, in such event, 50% of the amount of such surplus plus any accrued interest thereon will be promptly refunded by Landlord to Tenant, and if landlord fails to do so, then upon ten (10) days’ notice given by Tenant to Landlord, Xxxxxx may recoup such amount plus interest at the Interest Rate against the Rents from the date of this Lease), as needed to obtain any license, clearance or other authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableTenant’s notice.

Casualty. (a) If, at any time during In the Term, event of total or partial destruction of the Building or the Premises by fire or other casualty, Landlord agrees promptly to restore and repair same. Rent shall proportionately xxxxx during the time that the Premises or part thereof are damaged unusable and actually unused because of any such damage, provided that in all events, the foregoing Rent abatement shall cease upon the earlier of (a) Landlord’s completion of the restoration work for which Landlord is responsible pursuant to this Article 9 or the date such work would have been complete but for any delay caused by Tenant, or (b) the date on which Tenant commences to occupy the Premises for the normal conduct of business. Landlord shall have no obligation whatsoever to repair or restore any initial or subsequent alterations, leasehold improvements or decorations to the Premises (collectively, “alterations” for purposes of this Article 9). Notwithstanding the foregoing, if the parties agree that Landlord will restore the Tenant’s alterations in the Premises, Tenant agrees that Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s insurance with respect to any alterations; provided if the estimated cost to repair such alterations from time to time approved by Landlord and Tenant exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repairs. Further, if Landlord thereafter determines, during the performance of the repairs to such alterations, that the insurance proceeds received from Tenant’s insurance carrier, together with any excess costs previously paid by Tenant, are insufficient to complete the repairs to the alterations, then Tenant shall also pay Landlord for such additional excess costs within 30 days of demand. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the casualty or the repair thereof. Notwithstanding the foregoing, if the Premises or any portion of the Building that would materially adversely affect Tenant’s access to or use of the Premises are (a) destroyed to the extent that they cannot be repaired or rebuilt within three hundred sixty five (365) days from the casualty date, as determined by a general contractor experienced in performing such restorations; or (b) destroyed by a fire 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 other insured are insufficient to rebuild the Building and the Premises; then, in the case of a clause (a) casualty, either Landlord shall notify or Tenant within 30 days after discovery may, or, in the case of such damage a clause (a "Restoration Notice"b) as to the amount of time Landlord reasonably estimates it will take to restore the Premisescasualty, as applicable (the "Restoration Period"). If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period"), then Landlord may, in such noticeupon thirty (30) days’ written notice to the other party, elect to terminate this Lease with respect to matters thereafter accruing. Tenant hereby waives any right under applicable Laws inconsistent with the terms of this Article 9. Furthermore, if neither Landlord nor Tenant terminates this Lease as provided above and Landlord undertakes but fails to substantially complete Landlord’s restoration of the date that is seventy-Premises and access thereto within three hundred sixty five (75365) days after the date of discovery of such damage or destruction; casualty (“365 Day Period”) provided, howeverhowever that such 365 Day Period may be extended up to three hundred ninety-five (395) days after the casualty if Landlord is actively restoring the Premises and access thereto, that notwithstanding Landlord's election to restoreas the case may be (the “Outside Completion Date”), Tenant may elect to terminate this Lease by giving Landlord written notice of termination at any time after the Outside Completion Date but prior to Landlord delivered within forty-five such substantial completion (45such termination notice to include a termination date providing not more than thirty (30) days for Tenant to vacate the Premises). Notwithstanding the foregoing, in the event such casualty occurs during the last twelve (12) months of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord Term, fifty percent (50%) 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 more of the Premises as of the date of this Lease), as needed is rendered untenable and Landlord is unable to obtain any license, clearance or other authorization 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 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 substantially complete Landlord’s restoration of the Premises is not substantially complete as of and access thereto within ninety (90) days after the end of the Maximum Restoration Periodcasualty, Landlord shall cease all workthen Tenant may, and Tenant may by upon thirty (30) days written notice to Landlord, delivered to Landlord delivered within five thirty (530) business days of the expiration of Maximum Restoration Periodafter such casualty, 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicable.

Casualty. (a) If, at any time during 11.1.1 During the Lease Term, Tenant will notify Landlord immediately upon the Building or the Premises are damaged or destroyed by a occurrence of any fire or other insured casualtycasualty damage to the Premises. As soon as reasonably practicable thereafter, Landlord shall notify Tenant but in any event within 30 sixty (60) days after discovery of the date of such damage occurrence Tenant will give a Notice (a "Restoration the “Casualty Notice"”) as to Landlord of (i) Tenant’s reasonable good faith estimate, based on consultations with and supported by reports and recommendations of qualified architects and contractors, of the amount of time Landlord reasonably estimates that it will take to restore complete the reconstruction, restoration and repair of the damaged portion of the Premises, as applicable with reasonable diligence, to substantially the condition that existed prior to the occurrence of the fire or other casualty, (the "Restoration “Estimated Repair Period"”), and (ii) Tenant’s reasonable good faith estimate, based on consultations with and supported by reports and recommendations of qualified independent architects, contractors and independent insurance adjusters reasonably approved by Landlord, of the total cost of the reconstruction, restoration and repair (the “Estimated Repair Cost”) of the damaged portion of the Premises. If The Casualty Notice shall specify Tenant’s assumptions regarding the Restoration affirmative actions that Landlord must take in connection with the restoration and the time periods within which Landlord must take those actions in order for Tenant to complete the restoration within the Estimated Repair Period. In the event that fifty percent (50%) or more of the Premises (i.e., 76,500 square feet or more) is damaged by fire or other casualty, and the Estimated Repair Period is estimated to exceed fifteen in excess of twelve (1512) 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 restoremonths, Tenant may elect to terminate this Lease by written notice the delivery of Notice to Landlord delivered within forty-five (45) days after Tenant’s issuance of 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 authorization 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 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 written notice to Landlord delivered within five (5) business days of the expiration of Maximum Restoration Period, elect to terminate this LeaseTenant’s Casualty Notice. If Tenant elects to terminate so terminates this Lease, Landlord then (i) all proceeds of insurance paid or payable with respect to the fire or other casualty (other than with respect to Tenant’s personal property) shall be relieved paid to Landlord and (ii) Tenant shall pay to Landlord all proceeds of its obligation insurance previously paid to make repairs or restoration, and this Lease shall terminate as of the date of discovery Tenant in respect of such damage fire or destruction. Landlord shall retain any Rent paid other casualty and the right amount of any deductible in respect of such insurance, if Tenant self-insures pursuant to any Rent payable by Tenant and applicable Section 11.5, an amount equal to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableEstimated Repair Cost.

Casualty. (a) IfIf all or substantially all of the buildings and improvements on the leased Premises, at any time during or of the Termleased equipment, should be destroyed or damaged by storm, fire, lightning, earthquake or other casualty, without the Building criminal fault of Tenant, to such an extent as to tender the same untenantable, this Lease shall terminate. If less than all, or less than substantially all, of the buildings and improvements on the leased Premises, or the Premises leased equipment, are damaged or destroyed by a fire as aforesaid and the insurance proceeds are sufficient to pay in full the costs of repair and/or restoration thereof to as good condition as they were immediately preceding said damage then, in that event, Landlord will be obligated to make such repairs and/or restoration with all due diligence. Begining with the date of loss and continuing during the period required to repair or other insured casualtyrestore same, this Lease shall not terminate, but the rent payable hereunder shall be reduced in such proportion as the parties agree. Provided, in the event the loss renders the plan inoperable, the rent shall xxxxx until the Premises are restored to an operable condition. - If less than all, or less than substantially all, of the buildings and improvements on the leased Premises, or the leased equipment, are damaged or destroyed as aforesaid and the insurance proceeds are not sufficient to pay in full the costs of repair and/or restoration to as good condition as they were immediately preceding said damage, then, in that event, Landlord shall notify Tenant within 30 days after discovery be obligated to repair and/or restore same with all due diligence and Landlord shall apply all insurance proceeds payable to Landlord by reason of such damage (said loss as expenditures for repair and/or restoration as they are incurred by Landlord. In the event Landlord refuses to begin said repair and/or restoration with all due diligence, said refusal shall be deemed a "Restoration Notice") breach of this Lease Agreement, but as to this breach only, the amount Tenant's sole remedies are (a) to agree to bear one-half 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, said repair costs in such notice, elect to terminate this Lease as excess of the date that is seventy-five aforementioned insurance proceeds payable to Landlord, or (75b) 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 written notice to Landlord delivered within forty-five (45) days of 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 authorization 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 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 written notice to Landlord delivered within five (5) business days of the expiration of Maximum Restoration Period, elect to terminate this Lease. If Provided, in the event Tenant elects agrees to terminate this Leasebear one-half of said repair costs as provided in (a), and Landlord continues to refuse to make said repairs with all due diligence, then Tenant shall be relieved of its obligation entitled to make repairs or restoration, all remedies at law and as provided in this Lease shall terminate as of Agreement for a breach. Beginning with the date of discovery of such damage loss and continuing during the period required to repair or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminaterestore same, this Lease shall remain not terminate, except as provided herein, but the rent payable hereunder shall be reduced in full force and effectsuch proportion as the parties agree, and Landlord except as otherwise provided herein. In the event loss renders the plant inoperable, however, the rent shall complete all repairs and restoration xxxxx until the Premises are restored to an operable condition or until there is a breach of this Lease Agreement as soon as reasonably practicableherein provided.

Casualty. (a) If, at If any time during the Term, the Building or the Premises are Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (a “Casualty”), Landlord Borrowers shall notify Tenant within 30 days after discovery cause Mortgage Borrowers to give prompt notice of such damage to Lender and shall cause Mortgage Borrowers to promptly commence and diligently prosecute the completion of the Restoration so that such Property resembles, as nearly as possible, the condition such Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender (a "Restoration Notice") as to the amount extent such alterations are 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 (15a type that would require Lender’s approval under Section 5.1.21 hereof) months (the "Maximum Restoration Period"), Landlord may, and otherwise in such notice, elect to terminate this Lease as accordance with Section 6.4 of the date Mortgage Loan Agreement, provided, that if (A) Mortgage Lender is seventy-five obligated to make Net Proceeds available to Mortgage Borrowers for purposes of Restoration in accordance with Section 6.4 of the Mortgage Loan Agreement, (75B) days after the date of discovery of Mortgage Lender has received such damage or destruction; providedNet Proceeds, and (C) Mortgage Lender has not made such Net Proceeds available to Mortgage Borrowers, then Borrowers shall not be required to cause Mortgage Borrowers to repair and restore such Property unless and until such Net Proceeds are made available to Mortgage Borrowers. It is expressly understood, however, that notwithstanding Landlord's election Mortgage Borrowers shall not be obligated to restorerestore 139 such Property to the precise condition of such Property prior to such Casualty provided such Property is restored, Tenant to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrowers shall pay, or shall cause Mortgage Borrowers to 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 any Borrower or any Mortgage Borrower. In addition, Lender may elect participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to terminate this Lease any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than the Restoration Threshold and the applicable Borrower shall, or shall cause the applicable Mortgage Borrower to, deliver to Lender all instruments reasonably required by written notice Lender to Landlord delivered within forty-five (45) days of receipt permit such participation. In the event of a notice from Landlord estimating a Casualty in which the Net Proceeds and the costs of completing the Restoration Period for the Premises longer are each less than the Maximum Restoration Period. Unless either Landlord Threshold, Borrowers may settle and adjust such claim without Lender’s consent 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableparticipation.

Casualty. (a) If, at If any time during the Term, the Building or the Premises are Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (a “Casualty”), Landlord Borrowers shall notify Tenant within 30 days after discovery cause Mortgage Borrowers to give prompt notice of such damage to Lender and shall cause Mortgage Borrowers to promptly commence and diligently prosecute the completion of the Restoration so that such Property resembles, as nearly as possible, the condition such Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender (a "Restoration Notice") as to the amount extent such alterations are 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 (15a type that would require Lender’s approval under Section 5.1.21 hereof) months (the "Maximum Restoration Period"), Landlord may, and otherwise in such notice, elect to terminate this Lease as accordance with Section 6.4 of the date Mortgage Loan Agreement, provided, that if (A) Mortgage Lender is seventy-five obligated to make Net Proceeds available to Mortgage Borrowers for purposes of Restoration in accordance with Section 6.4 of the Mortgage Loan Agreement, (75B) days after the date of discovery of Mortgage Lender has received such damage or destruction; providedNet Proceeds, and (C) Mortgage Lender has not made such Net Proceeds available to Mortgage Borrowers, then Borrowers shall not be required to cause Mortgage 125 Borrowers to repair and restore such Property unless and until such Net Proceeds are made available to Mortgage Borrowers. It is expressly understood, however, that notwithstanding Landlord's election Mortgage Borrowers shall not be obligated to restorerestore such Property to the precise condition of such Property prior to such Casualty provided such Property is restored, Tenant to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrowers shall pay, or shall cause Mortgage Borrowers to 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 any Borrower or any Mortgage Borrower. In addition, Lender may elect participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to terminate this Lease any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than the Restoration Threshold and the applicable Borrower shall, or shall cause the applicable Mortgage Borrower to, deliver to Lender all instruments reasonably required by written notice Lender to Landlord delivered within forty-five (45) days of receipt permit such participation. In the event of a notice from Landlord estimating a Casualty in which the Net Proceeds and the costs of completing the Restoration Period for the Premises longer are each less than the Maximum Restoration Period. Unless either Landlord Threshold, Borrowers may settle and adjust such claim without Lender’s consent 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableparticipation.

Casualty. If the Project (aexcluding Tenant’s trade fixtures, equipment, furniture and personal property) If, at any time during the Term, the Building or the Premises are is damaged or destroyed by a fire or other insured casualty, and (i) the insurance proceeds received by Landlord shall notify Tenant within 30 days after discovery on account of such damage, together with any deductibles maintained by Landlord, are sufficient to pay for the necessary repairs, (ii) Landlord’s Mortgagee permits Landlord to utilize the insurance proceeds to repair such damage (a "Restoration Notice"provided that if the existing Mortgagee does not permit Landlord to utilize the insurance proceeds Landlord is unable, despite diligent efforts, to obtain replacement financing for the reconstruction or repair), and (iii) the Project 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 to the amount of time Landlord soon as reasonably estimates it will take to restore the Premises, as applicable (the "Restoration Period")possible. 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 any of the date that foregoing conditions requiring Landlord to repair the Project is seventy-five (75) days after the date of discovery of such damage or destruction; providednot met, however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days of 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 may elect either 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 authorization 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 remediation of Hazardous Materials (hereinafter definedi) 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 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; or (ii) repair the damage as soon a reasonably possible, 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, in which event this Lease shall remain in full force and effecteffect (but 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). Landlord shall, within thirty (30) days of such casualty provide Tenant with a written notice (the “Landlord’s Notice”) setting forth either (i) Landlord’s election to terminate the Lease as permitted under this Section 19, or (ii) Landlord’s estimate for reconstruction of the Premises or portions of the Building as hereinafter provided in accordance with this Section 19. If Landlord’s Notice indicates that such reconstruction of the Project shall exceed nine (9) months and Landlord does not elect to terminate this Lease as provided in Landlord’s Notice, Tenant shall have the right, to be exercised within thirty (30) days after receipt of Landlord’s Notice, to elect, by notice to Landlord, to cancel this Lease, (hereinafter called “Tenant’s Notice”). In the event this Lease is not terminated by either Landlord or Tenant as hereinabove permitted, Landlord shall commence and proceed with reasonable diligence to restore the portion of the Building so damaged. If Landlord indicates in its notice that the Project can be restored within nine (9) months and the Project is not restored within nine (9) months after the date of such casualty, or if Landlord in Landlord’s Notice indicates that it will take a period longer than nine (9) months to restore said the Project, and Tenant shall not have elected to terminate this Lease and said portions are not restored within such longer period, then this Lease and the Term hereof may at the election of Tenant be terminated by notice in writing from Tenant to Landlord at any time after expiration of the nine (9) month restoration period or such longer period, if applicable, which notice shall be effective thirty (30) days after the giving of such notice if the Premises have not been restored by that date. In the event this Lease shall remain in full force and effect following a casualty, Base Rent and additional rent shall axxxx based upon the portion of the Premises rendered untenantable until such time as the Premises are rendered tenantable. Tenant waives the protection of any law which grants a tenant the right to terminate a lease in the event of the destruction of a leased property, and agrees that the provisions of this paragraph shall govern in the event of any destruction of the Building. Landlord shall complete all repairs and restoration as soon as reasonably practicablenot be required to repair any of Tenant’s trade fixtures, equipment, furniture or personal property. Tenant shall promptly notify Landlord of any fire or other casualty to the Premises.

Casualty. After the Commencement Date, if the Leased Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In the event of any fire or other casualty to the Building, Landlord shall, within the later of: (a) If, at any time during the Term, the Building or the Premises are damaged or destroyed by a ninety (90) days of such fire or other insured casualty; or (b) within thirty (30) days of a determination that: (i) the casualty is an uninsured loss; or (ii) any mortgagee refuses to release insurance proceeds, Landlord provide Tenant with a written notice (“Landlord’s Notice”) in accordance with this Article 16. In case the Building shall notify Tenant within 30 days after discovery be so damaged that substantial alteration or reconstruction of the Building shall, in Landlord’s sole opinion, be required (whether or not the Leased Premises shall have been damaged by such damage (a "Restoration Notice") as casualty), or in the event of any substantial uninsured loss to the amount Building, or the mortgagee of time Landlord reasonably estimates it will take to restore any mortgage affecting the Premises, as applicable (the "Restoration Period"). If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period")Leased Premises does not make insurance proceeds available, Landlord may, at its option, terminate this Lease by so notifying Tenant as part of Landlord’s Notice. If Landlord does not elect to terminate this Lease, Landlord’s Notice shall specify whether in Landlord’s judgment, at least fifty (50%) percent of either all of the premises in the Building that Tenant leases from Landlord, whether pursuant to this Lease or otherwise, or those portions of the Building affecting the use and enjoyment of all of the premises in the Building that Tenant leases from Landlord, whether pursuant to this Lease or otherwise, can be reconstructed within two hundred seventy (270) days from the occurrence of such noticefire or casualty. If: (x) Landlord’s Notice indicates that such reconstruction of at least fifty (50%) percent of either all of the premises in the Building that Tenant leases from Landlord, whether pursuant to this Lease or otherwise, or those portions of the Building affecting the use and enjoyment of all of the premises in the Building that Tenant leases from Landlord, whether pursuant to this Lease or otherwise, shall exceed two hundred seventy (270) days; or (y) Landlord’s Notice is given in the last eighteen (18) months of the Term, and Landlord does not elect to terminate this Lease as of provided in Landlord’s Notice, Tenant shall have the date that is seventy-five right, to be exercised within fifteen (7515) days after receipt of Landlord’s Notice, to elect, by notice to Landlord, to cancel this Lease (“Tenant’s Notice”). In the date event this Lease is not terminated by Landlord as hereinabove permitted, Landlord shall, subject to Excusable Delay, commence and proceed with reasonable diligence to restore the portion of discovery the Building affecting the use and occupancy of the Leased Premises. In the event that Landlord does not complete restoring the Building, or the portion thereof affecting Tenant’s use and enjoyment of all of the premises in the Building leased by Tenant from Landlord, whether pursuant to this Lease or otherwise, within two hundred seventy (270) days from the occurrence of such damage fire or destruction; provided, however, that notwithstanding Landlord's election to restorecasualty, Tenant may elect deliver Tenant’s Notice to terminate Landlord, and, in such event, if Landlord does not complete restoring the Building, or the portion thereof affecting Tenant’s use and enjoyment of all of the premises in the Building leased by Tenant, whether pursuant to this Lease by written notice to Landlord delivered or otherwise, within forty-five ninety (4590) days of receipt the effective date 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 Tenant’s Notice, then 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 authorization 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 remediation of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES")be canceled; provided, however, that if repair Landlord completes restoring the Building, or restoration the portion thereof affecting Tenant’s use and enjoyment of all premises in the Premises is not substantially complete as of the end of the Maximum Restoration PeriodBuilding leased by Tenant, Landlord shall cease all work, and Tenant may by written notice whether pursuant 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 or otherwise, within such damage or destruction. Landlord shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminateninety (90) days, this Lease shall remain continue in full force and effect. If this Lease is terminated by Landlord as above permitted, Landlord and Tenant thereafter shall have no further obligation or claim, one to the other, this Lease shall be deemed null and void and of no further force and effect. Landlord shall not be liable for any inconvenience, loss of business or annoyance to Tenant or damage to the business of Tenant resulting in any way from such damage or the repair thereof except that Landlord shall allow Tenant a fair diminution of Base Rent and Additional Rent during the time and to the extent that the Leased Premises is unfit for occupancy. During the period of any reconstruction undertaken by Landlord, Tenant shall be responsible to remove its personal property, fixtures and equipment from the damaged area prior to Landlord’s institution of reconstruction work. Landlord shall have no liability to Tenant with respect to any damage, loss or theft of any such personal property, fixtures and equipment not so removed. If Landlord elects to restore the Building as herein provided, with respect to the restoration of the Leased Premises Landlord shall be obligated to restore only those portions of the Leased Premises which were originally provided at Landlord’s expense, and Landlord the restoration of items in the Leased Premises not provided at Landlord’s expense shall complete all repairs and restoration as soon as reasonably practicablebe the obligation of Tenant.

Casualty. (a) If, at any time during the Term, A. If the Building or the Premises are shall be partially or totally damaged or destroyed by a fire or other insured casualtycasualty (each, a “Casualty”) and if this Lease is not terminated as provided below, then (i) 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 repair and restore the Premises, as applicable Building and the Premises (but excluding Alterations and Tenant’s Personal Property) (“Landlord’s Restoration Work”) with reasonable dispatch (but Landlord shall not be required to perform the "Restoration Period"). If the Restoration Period is estimated to exceed fifteen (15same on an overtime or premium pay basis) 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 written notice to Landlord delivered within forty-five (45) days of 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 Casualty and the collection of the date of this Lease), as needed insurance proceeds attributable to obtain any license, clearance or other authorization of any kind required to enter into such Casualty and (ii) Tenant shall repair and restore in accordance with Section 8 all Alterations and Tenant’s Personal Property (“Tenant’s Restoration Work”) with reasonable dispatch after the Premises issued by any Governmental Authority having jurisdiction over Casualty. Notwithstanding anything to the usecontrary contained herein, storageif in Landlord’s sole discretion, handlingit would be appropriate for safety reasons, treatment, generation, release, disposal, removal health reasons or 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 efficient operation or restoration of the Building or the Premises is not substantially complete for Landlord to perform all or a portion of Tenant’s Restoration Work on behalf of Tenant, then (x) Landlord shall give Tenant a notice specifying the portion of Tenant’s Restoration Work to be performed by Landlord (the “Specified Restoration Work”), (y) Landlord shall perform the Specified Restoration Work and (z) Tenant shall pay to Landlord within ten (10) days following the giving of Landlord’s written demand therefor (or Landlord shall retain from the insurance proceeds paid to Landlord in accordance with the last sentence of this Section 16.A.) the cost of such Specified Restoration Work. The proceeds of insurance covering any damage to the Premises shall be paid to Landlord, and, unless Landlord restores the Alterations as part of the end Specified Restoration Work, upon the completion of the Maximum Restoration Periodrepair and restoration of such Alterations and the reoccupancy of the Premises by Tenant, Landlord shall cease all work, and disburse to Tenant may by written notice to Landlord delivered within five (5) business days the proceeds 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 shall retain any Rent paid and the right to any Rent payable insurance maintained by Tenant and applicable covering Alterations up to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableamount so expended by Tenant.

Casualty. (a) If, at If any time during the Term, the Building or the Premises are Property shall be damaged or destroyed destroyed, in whole or in part, by a fire or other insured casualtycasualty (a “Casualty”), Landlord Borrowers shall notify Tenant within 30 days after discovery give prompt notice of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration so that such Property resembles, as nearly as possible, the condition such Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender (a "Restoration Notice") as to the amount extent such alterations are of time Landlord reasonably estimates it will take a type that would require Lender’s approval under Section 5.1.21 hereof) and otherwise in accordance with Section 6.4 hereof, provided, that if (A) Lender is obligated to make Net Proceeds available to Borrowers for purposes of Restoration in accordance with Section 6.4 hereof, (B) Lender has received such Net Proceeds, and (C) Lender has not made such Net Proceeds available to Borrowers, then Borrowers shall not be required to 189 repair and restore the Premises, as applicable (the "Restoration Period")such Property unless and until such Net Proceeds are made available to Borrowers. If the Restoration Period It 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; providedexpressly understood, however, that notwithstanding Landlord's election Borrowers shall not be obligated to restorerestore such Property to the precise condition of such Property prior to such Casualty provided such Property is restored, Tenant to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrowers 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 any Borrower. In addition, Lender may elect participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to terminate this Lease any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than the Restoration Threshold and the applicable Borrower shall deliver to Lender all instruments reasonably required by written notice Lender to Landlord delivered within forty-five (45) days of receipt permit such participation. In the event of a notice from Landlord estimating a Casualty in which the Net Proceeds and the costs of completing the Restoration Period for the Premises longer are each less than the Maximum Restoration Period. Unless either Landlord Threshold, Borrowers may settle and adjust such claim without Lender’s consent 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 authorization 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 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 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableparticipation.

Casualty. (a) If, at any time during the Term, the Building or If the Premises are or Property shall be damaged or ---------- -------- destroyed by a fire or other insured casualty, Landlord shall, except as otherwise provided herein, with reasonable diligence, restore the Premises or the Property to its condition before such damage, but Landlord's obligation hereunder shall notify be subject to zoning and building laws then applicable to the Premises. Landlord's obligation hereunder shall be limited to the proceeds received by Landlord (net of any amounts required to be paid to Landlord's mortgagee) under the insurance policy covering the Premises (or which would have been received by Landlord if Landlord had been carrying the insurance required under this Lease), plus any funds voluntarily contributed by Tenant within 30 days after discovery to cover any excess of the cost of such damage (a "Restoration Notice") as to restoration over the amount of time Landlord reasonably estimates it will take such proceeds (with Tenant having no obligation to restore the Premises, as applicable (the "Restoration Period"). If the Restoration Period is estimated to exceed fifteen (15) months (the "Maximum Restoration Period"pay any such excess), and Landlord may, in shall not be obligated to commence such notice, elect restoration until such insurance proceeds (and voluntary contribution from Tenant) are released to terminate this Lease as of the date that is seventy-five (75) days after the date of discovery of such damage or destructionLandlord; provided, however, if Landlord determines that notwithstanding Landlord's election such proceeds are likely to restorebe insufficient to complete such restoration, Landlord shall promptly give written notice of such insufficiency to Tenant, and Tenant may elect and Landlord shall have the right to terminate this Lease by written notice to Landlord delivered within forty-five (45) the other specifying the date, not more than 60 days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer nor less 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 30 days after the date of this Lease), as needed such notice from Tenant to obtain any license, clearance or other authorization 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 remediation of Hazardous Materials (hereinafter defined) inLandlord, 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 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 which such termination shall be relieved of its obligation to make repairs or restorationeffective, and this Lease shall terminate on such specified date, as of though such specified date were the date of discovery the ordinary expiration of the term of this Lease, unless, within ten business days after receiving such notice from Tenant, Landlord commits in writing to Tenant to pay such insufficiency from Landlord's own funds or within ten business days after receiving such notice from Landlord, Tenant commits in writing to Landlord to pay such insufficiency from Tenant's own funds. Tenant shall repair or restore with due diligence all trade fixtures, equipment and other personal property installed by Tenant damaged or destroyed by such fire or casualty. Within 60 days after any damage to the Premises or destruction. the Property by fire or other casualty, Landlord shall retain give written notice to Tenant of Landlord's reasonable estimate of the time required to complete the restoration of the Premises or the Property according to this Section XV (including any Rent paid and time needed to collect proceeds of insurance from such damage). If the time to complete such restoration exceeds 270 days, Tenant shall have the right to any Rent payable terminate this Lease within 30 days after receiving such notice from Landlord. If the Premises shall be damaged a result of a risk which is not required to be covered by insurance under this Lease, or if the Premises shall be damaged or destroyed to the extent of 25% or more of its reasonable replacement value in the last three (3) years of the then current term of this Lease (unless Tenant and applicable shall exercises, before or after to the date of terminationsuch damage, any remaining option to extend the term of this Lease), Landlord shall have the right to terminate this Lease within 60 days after such damage occurs. If Landlord and Tenant does do not timely elect to terminate, so terminate this Lease but Landlord fails to complete the restoration of the Premises and the Property within 365 days after any such fire or other casualty, Tenant shall remain in full force and effecthave the right to terminate this Lease at any time before the completion of such restoration. Landlord or Tenant shall exercise any right to terminate this Lease under the provisions of this paragraph by written notice to the other specifying a date, not less than 30 nor more than 60 days after the date of such notice, when such termination shall be effective. If the Premises or any part thereof shall be damaged or destroyed by fire or other casualty (irrespective of whether or not Landlord shall be insured against the perils causing such damage), and if as a result thereof Tenant suffers a material, adverse effect on its use and enjoyment of the Premises, then a just proportion of the Rent and Additional Rent reserved hereunder shall be suspended or abated according to the extent to which Tenant may be reasonably required to discontinue its business in the Premises until the work of restoration to be done by Landlord as aforesaid shall complete all repairs and restoration as soon as reasonably practicablebe completed.

Casualty. (a) If, at If all or any time during the Term, the Building or portion of the Premises are damaged becomes untenantable or destroyed inaccessible by a fire or other insured casualtycasualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord shall notify Tenant within 30 days after discovery to provide Landlord with a written estimate of such damage (a "Restoration Notice") as to 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 reasonably estimates it will take shall promptly forward a copy of the Completion Estimate to restore the Premises, as applicable (the "Restoration Period")Tenant. If the Restoration Period Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within one (1) year from the date the repair is estimated to exceed fifteen (15) months (started, then either party shall have the "Maximum Restoration Period"), Landlord may, in such notice, elect right to terminate this Lease as upon written notice to the other within ten (10) days after Xxxxxx’s receipt of the date that is seventy-five Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within ninety (7590) days after the date of discovery of such damage or destruction; providedthe Casualty, however, that notwithstanding Landlord's election to restore, Tenant may elect shall have the right to terminate this Lease by written notice to Landlord delivered within forty-five if: (451) days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer have been materially damaged and less 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 two (including all tenant improvements that were part 2) years of the Premises as of Term remain after the date of this Lease)the Casualty, as needed (2) any Mortgagee requires that the insurance proceeds be applied to obtain any license, clearance the payment of the mortgage debt or other authorization of any kind (3) a material loss to the Building or Premises occurs not covered by the insurance required to enter into and restore be maintained by Landlord under the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation terms 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 written notice to Landlord delivered within five (5) business days of the expiration of Maximum Restoration Period, elect to terminate this Lease. If this Lease is terminated by either party on account of any Casualty as provided in this Article 14, then Tenant elects shall pay to terminate this LeaseLandlord (by assignment or otherwise) the insurance proceeds paid or payable to Tenant under the policy(ies) referred to in Section 13.02(b) on account of the damage to or loss in the Premises; however, Landlord from any such proceeds actually received by Xxxxxx, Tenant shall be relieved of its obligation entitled to make repairs or restoration, and this Lease shall terminate as retain an amount equal to the unamortized portion (amortized over the initial Term on a straight-line basis) of the date of discovery of such damage or destruction. Landlord shall retain any Rent hard costs paid and the right to any Rent payable by Tenant to perform the Initial Tenant Work (exclusive of Landlord’s Contribution) and applicable to the date of terminationany Alterations. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicable.14.02

Casualty. If any Casualty occurs after the Commencement Date, then no Fixed Rent, Additional Rent or Participation Rent shall xxxxx and, unless this Lease is terminated as hereinafter provided (ax) Ifthis Lease shall continue in full force and effect and (y) Landlord shall, at any time during its sole cost and expense (subject to the Termprovisions of this Section 17.2), promptly commence and complete the Restoration of the Core and Shell, the Building or Center FF&E and the Center Equipment, to substantially the condition as they were in as of the Commencement Date (unless the parties agree otherwise) it being agreed and understood that Tenant shall be responsible for the Restoration of all other aspects and portions of the Premises including, without limitation, the Tenant/Subtenant FF&E and the Tenant/Subtenant Equipment. During any period of Restoration, the Management Fee payable to Tenant under Section 4.8 shall xxxxx in proportion to the portion the percentage of the Areas of Responsibility and Areas of Shared Responsibility that were affected by the Casualty and are damaged or destroyed by the subject of the Restoration, provided that Tenant shall have the right to negotiate with Landlord a fire or other insured casualtymutually acceptable restoration management fee if Landlord selects Tenant to perform such function. Tenant shall exercise reasonable efforts to cooperate with Landlord and coordinate, to the maximum extent reasonably possible, Tenant's own operations and Restoration obligations to enable Landlord to perform its applicable Restoration obligations as expeditiously and efficiently as possible. Furthermore, Landlord shall notify exercise reasonable efforts to cooperate with Tenant within 30 days after discovery of such damage (a "Restoration Notice") as and coordinate where and to the amount maximum extent reasonably possible Landlord's own operations and respective Restoration obligations to enable Tenant to perform its respective Restoration obligations as expeditiously and efficiently as possible. In any event, the parties shall use commercially reasonable efforts to commence their respective Restoration work promptly after the damage and destruction, subject to extension of time due to Unavoidable Delays, and each party shall diligently pursue its respective Restoration work with continuity and shall be completed as soon as reasonably possible, subject to Unavoidable Delays. Landlord reasonably estimates it will take not carry insurance of any kind on, and shall have no obligation to restore repair any damage to, or to replace, any Tenant/Subtenant FF&E, Tenant/Subtenant Equipment, or any other property or effects of Tenant or any Subtenant; the Premisesobtaining of insurance coverage for loss of any of same shall be at the sole cost and expense of Tenant and any Subtenant, as applicable (the "Restoration Period")applicable. If the Restoration Period Casualty is estimated to exceed fifteen (15) months (the "Maximum Restoration Period")a Substantial Casualty, then either Landlord or Tenant may, in such notice, elect by Notice to terminate this Lease as of the date that is seventy-five other party hereto given within ninety (7590) days after the date of discovery of Casualty, elect a Casualty Termination effective ninety (90) days after such damage or destruction; provided, however, that notwithstanding Landlord's election to restoreNotice. Upon any Casualty Termination, Tenant may elect to terminate this Lease by written notice shall assign and transfer to Landlord delivered within forty-five (45) days all of receipt Tenant's rights in and to any of a notice from Landlord estimating a Restoration Period for Tenant's Property Insurance Proceeds actually received, or which Tenant is entitled to receive, because of the Premises longer than the Maximum Restoration PeriodCasualty. Unless either Landlord or Tenant so elects to terminate has validly elected a Casualty Termination: (a) this Lease pursuant to this Section 5.1, Landlord shall promptly restore the Premises not terminate; and (including all tenant improvements b) Tenant shall be solely responsible for negotiating and adjusting any of Tenant's Property Insurance Proceeds; it being agreed and understood that were part of the Premises as of the date of this Lease), as needed to obtain any license, clearance or other authorization 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 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 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 solely responsible for negotiating and adjusting any 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 shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableLandlord's Property Insurance Proceeds.

Casualty. (a) If, at any time during the Term, the Building or If the Premises are is damaged or destroyed by a fire or other insured casualty, casualty and 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, does not elect to terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable diligence and at its sole cost and expense to rebuild and repair the Premises. If (i) more than fifty percent (50%) of the date that square footage of the Premises shall be damaged by any fire or other casualty during the last year of the Initial Term or during the last year of any Option Period, or (ii) Landlord is seventy-five unable to rebuild any material portion of the Office Building due to any inability to obtain any required governmental approval in connection therewith after exhausting diligent and best efforts to obtain such approvals, or (75iii) more than fifty percent (50%) of the floor area of the Office Building shall be damaged or destroyed by fire or other casualty and such damage or destruction materially and adversely impacts Tenant’s use of the Premises for the Permitted Use, or (iv) if all or any material part of the Office Building or the Premises shall be damaged or destroyed at any time by the occurrence of any risk not insured under the insurance required to be carried under Article IX above and such damage or destruction materially and adversely impacts Tenant’s use of the Premises for the Permitted Use, or (v) for any reason whatsoever sufficient insurance (through no fault of Landlord) proceeds are not available to pay for the rebuilding and/or repair of the Office Building and/or the Premises (including, without limitation, by the exercise of the right of any mortgagee of the Office Building to apply insurance proceeds to any obligations of Landlord to such mortgagee) after exhausting diligent and best efforts to obtain such funds, then Landlord shall have the option to terminate this Lease by giving written notice to Tenant. Landlord shall give written notice to Tenant of such election within thirty (30) days after the date of discovery occurrence of such damage casualty and if it elects to rebuild and repair shall proceed to do so with reasonable diligence and at its sole cost and expense. If Landlord elects not to rebuild in accordance with this subsection, then this Lease shall terminate as of the earlier of (1) the date designated by Tenant in writing to Landlord or destruction; provided, however, that notwithstanding (2) 120 days after delivery of Landlord's ’s notice to Tenant of its election not to restore, rebuild. Tenant may elect to terminate this Lease by written notice to Landlord delivered within forty-five (45) days if substantial completion of 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 authorization 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 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 or of the end of the Maximum Restoration Period, Landlord shall cease all work, and Tenant may by written notice to Landlord delivered access thereto does not occur within five ninety (590) 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 after the date of discovery of such damage or destruction. , or if Landlord gives Tenant notice that Landlord has determined that substantial completion of restoration of the Premises or of the access thereto shall retain any Rent paid and the right to any Rent payable by Tenant and applicable to take longer than ninety (90) days after the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicablesuch damage or destruction.

Casualty. (a) If, at any time during the Term, If the Building or the Premises are shall be partially or totally damaged or destroyed by a fire or other insured casualtycasualty (each, a “Casualty”) and if this Lease is not terminated as provided below, then (i) 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 repair and restore the Premises, as applicable Building and the Premises (but excluding Leasehold Improvements and Tenant’s Personal Property) (“Landlord’s Restoration Work”) with reasonable dispatch (but Landlord shall not be required to perform the "Restoration Period"). If the Restoration Period is estimated to exceed fifteen (15same on an overtime or premium pay basis) 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 written notice to Landlord delivered within forty-five (45) days of 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 Casualty and the collection of the date of this Lease), as needed insurance proceeds attributable to obtain any license, clearance or other authorization of any kind required to enter into such Casualty and (ii) Tenant shall repair and restore in all Leasehold Improvements and Tenant’s Personal Property (“Tenant’s Restoration Work”) with reasonable dispatch after the Premises issued by any Governmental Authority having jurisdiction over Casualty. Notwithstanding anything to the usecontrary contained herein, storageif in Landlord’s sole discretion, handlingit would be appropriate for safety reasons, treatment, generation, release, disposal, removal health reasons or 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 efficient operation or restoration of the Building or the Premises is not substantially complete for Landlord to perform all or a portion of Tenant’s Restoration Work on behalf of Tenant, then (x) Landlord shall give Tenant a notice specifying the portion of Tenant’s Restoration Work to be performed by Landlord (the “Specified Restoration Work”), (y) Landlord shall perform the Specified Restoration Work and (z) Tenant shall pay to Landlord within ten (10) days following the giving of Landlord’s written demand therefor (or Landlord shall retain from the insurance proceeds paid to Landlord in accordance with the last sentence of this Section 10.1) the cost of such Specified Restoration Work. The proceeds of insurance covering Leasehold Improvements shall be paid to Landlord, and, unless Landlord restores the Leasehold Improvements as part of the end Specified Restoration Work, upon the completion of the Maximum Restoration Periodrepair and restoration of such Leasehold Improvements and the reoccupancy of the Premises by Tenant, Landlord shall cease all work, and disburse to Tenant may by written notice to Landlord delivered within five (5) business days the proceeds 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 shall retain any Rent paid and the right to any Rent payable insurance maintained by Tenant and applicable covering Leasehold Improvements up to the date of termination. If Tenant does not timely elect to terminate, this Lease shall remain in full force and effect, and Landlord shall complete all repairs and restoration as soon as reasonably practicableamount so expended by Tenant.