Common use of Casualty Clause in Contracts

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 (1) to 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilities.

Casualty. Each Party (a) If the Building or the Premises shall give prompt written be partially or totally damaged or destroyed by fire or other casualty (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 other Party 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 casualty 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 Landfillextent, the Gas Collection SystemsLandlord, the CCS or the LCS any Superior Mortgagee or any part Superior Lessor receives insurance proceeds in respect of Tenant Casualty Repair Obligations Landlord shall notify Tenant thereof and upon request of which causes Tenant, make such facilities proceeds available to become Damaged FacilitiesTenant 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 the Casualty up to the amount of such casualtyretained 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 release such proceeds to Tenant, all proceeds of insurance Landlord shall be payable either (1) to a Lender financing the Damaged Facilities orobligated, (2) if there is no Lender financing the Damaged Facilities or such Lender does not require payment of insurance proceeds to itat Landlord’s cost and expense, to perform or cause to be performed 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 Tenant Casualty Repair Obligations up to the other Party serving the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the casualty, and disbursements amount 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 retained 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilities.

Casualty. Each Party If the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a "Casualty"), Borrower shall give prompt written 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 other Party 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 such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any casualty settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Landfill, the Gas Collection Systems, the CCS Net Proceeds or the LCS costs of completing the Restoration are equal to or greater than the Restoration Threshold and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any part thereof Casualty (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 which causes such facilities to become Damaged Facilitiesthis Agreement. In the event of such casualty, all proceeds of insurance shall be payable either (1) to Borrower or any party other than Lender is 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 payee on any rights that a Lender may have check representing Insurance Proceeds with respect to any Casualty, Borrower shall immediately endorse, and cause all such insurance proceedsthird parties to endorse, such check payable to the affected Party 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 use such proceeds, at the Party’s option, either (i) to fund reconstruction become part of the Damaged FacilitiesObligations, 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 outstanding indebtedness of the affected Party that is shall be secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities Loan Documents and shall be promptly reimbursed by Borrower to Lender upon demand. Borrower hereby releases Lender from any 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 all liability with respect to the insurance proceeds, settlement and adjustment by Lender of 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 LCS. For purposes claims in respect of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesCasualty.

Casualty. Each Party Tenant’s obligations with respect to any damage to or destruction of the Parking Improvements (if any) shall give prompt written notice be as set forth in Section 4.3 and Exhibit “R”, Exhibit “R-3”, or Exhibit “R-4”, as applicable, and not this Article 20. Subject to the other Party of any casualty to the LandfillSection 20.2, the Gas Collection Systems, the CCS or the LCS or any part thereof of which causes such facilities to become Damaged Facilities. In in the event of any damage to or destruction of any Improvements, whether or not from a risk coverable by the insurance described in Article 18, Tenant shall promptly repair and restore such casualtyImprovements, all in a manner reasonably approved in writing by Landlord, so that after such restoration and repair, the 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 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. To the extent that the insurance proceeds are insufficient to pay for the costs of restoring, repairing or replacing the damaged Improvements, Tenant shall be payable either pay such deficiency to the trustee for application to the restoration costs within sixty (160) days after the insurer first makes available such insurance proceeds for repair, restoration or replacement. The provisions of Articles 6 and 7 shall apply to all work performed pursuant to this Article 20. Notwithstanding the foregoing, if Tenant and the Permitted Lender are not able to obtain sufficient insurance proceeds (in the case of an insured casualty) or construction funds (in the case of an uninsured casualty) to a commence repair, restoration or replacement of the damaged Initial Improvements within ninety (90) days of such damage or destruction, and in the case of an insured casualty, Tenant and the Permitted 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 have used their best efforts to it, to the affected Party. Subject to any rights that a Lender may have with respect to so obtain such insurance proceeds, or in the affected Party shall use such proceeds, at the Party’s option, either (i) to fund reconstruction case 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the an uninsured casualty, Tenant and disbursements of the Permitted Lender have used their best efforts to 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 (but in no event to exceed one hundred and any deficiencyeighty (180) shall be in accordance with disbursement procedures reasonably acceptable to each Party. If days from the insurance proceeds (and any deficiency) are used to construct Replacement Facilities, the Replacement Facilities shall be promptly and diligently constructed, and disbursements date of such insurance proceeds (and any deficiencydamage or destruction) shall be in accordance with disbursement procedures reasonably acceptable which to each Party. Notwithstanding anything in this Section 11.3 commence to repair, restore or replace 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesdamaged Improvements.

Casualty. Each Party Tenant shall give prompt immediate written notice to the other Party Landlord of any casualty damage caused to the LandfillPremises by fire or other casualty. If the Premises is damaged by a fire, explosion, or other casualty (an "Occurrence"), the Gas Collection Systemsdamage shall promptly be repaired by Landlord subject to this Section, and only to the CCS or extent as is necessary to place the LCS or any part thereof of which causes such facilities Premises in the same condition as when possession was initially delivered to become Damaged Facilities. In Tenant, and to the event of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender does not require payment extent of insurance proceeds made available to itLandlord 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 affected Party. Subject to any rights that a Lender may have with respect to such insurance proceedsPremises, Landlord shall so advise Tenant in writing within forty-five (45) days after the affected Party shall use such proceedsOccurrence, and Tenant may, at the Party’s its option, either 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 of its election to terminate this Lease. If such damage occurs and (i) Landlord is not required to fund reconstruction of the Damaged Facilitiesrepair as provided above, or (2ii) to construct Replacement Facilities reasonably acceptable the Premises shall be damaged to the other Party serving extent of seventy-five percent (75%) LEASE AGREEMENT PAGE 8 9 or more of the same function as cost of replacement, Landlord may repair or rebuild the Damaged FacilitiesPremises or the building, or terminate this Lease upon notice of such election in writing to Tenant within forty-five (345) to repay any outstanding indebtedness of days after the affected Party that is secured by the Damaged FacilitiesOccurrence. If the insurance proceeds are used to reconstruct Occurrence renders forty percent (40%) or less of the Damaged FacilitiesPremises untenantable and Tenant does not utilize the portion rendered untenantable, a proportionate abatement of the Damaged Facilities Rent and Additional Rent shall be promptly and diligently restored allowed from the Occurrence date until the date Landlord completes its work, said proportion to at least be computed on the equivalent basis of their condition immediately prior the relation which the gross square footage of the untenantable space bears to the casualtyfloor 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 disbursements 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 such insurance proceeds the Premises' use by Tenant and less than twelve (and 12) months remain on the then current term, notwithstanding any deficiencyof the other provisions of this Section, Landlord shall have no obligation to repair or rebuild unless Tenant, within thirty (30) shall be in accordance with disbursement procedures reasonably acceptable days of the Occurrence, irrevocably exercises its next option, if any, to each Partyextend this Lease. If no such option exists and less than twelve (12) months remain in the insurance proceeds 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 (and any deficiency45) are used to construct Replacement Facilities, days after the Replacement Facilities shall be promptly and diligently constructedOccurrence, and disbursements of proceed to complete such insurance proceeds (repairs and any deficiency) shall be in accordance restoration 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, thenreasonable due diligence, subject to any rights that a Lender 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, or (ii) rebuild the Premises itself on behalf of Landlord. If the Tenant shall so rebuild the Premises, then Tenant shall have the right to the insurance proceeds payable with respect to the insurance proceeds, any excess proceeds shall be delivered Occurrence. Notwithstanding anything to the affected Party for it’s own usecontrary contained in this Lease, whether under no circumstances whatsoever shall Landlord's obligation to rebuild, restore, or not related to repair the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any Premises exceed insurance proceeds not required made available to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesLandlord.

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 casualtya fire or other casualty in the Subleased Premises, all proceeds the Common Area or any other portion of insurance the Building (a “Casualty”) 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 payable either proportionately abated to the 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, but only to the 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 time estimated by the Landlord to repair or restore the Subleased Premises or any portion of the Building necessary for Subtenant’s occupancy exceeds ninety (190) days, Subtenant may, in its sole discretion, elect to a Lender financing terminate this Sublease within thirty (30) days after the Damaged Facilities orLandlord’s notice or determination as of the date of Subtenant’s written notice to Sublandlord, (2) if there is no Lender financing in which event the Damaged Facilities or date of such Lender termination of this Sublease shall be deemed the last day of the Sublease Term. If Subtenant does not require payment elect to terminate this Sublease, 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 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 insurance proceeds to itthe Prime Lease, to the affected Party. Subject to any rights that a Lender may have with respect to such insurance proceeds, extent 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 outstanding indebtedness of the affected Party that Landlord is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities condition of the Leased Premises under the Prime Lease (and Sublandlord’s sole obligation shall be to full operation or restore the improvements Sublandlord has agreed to complete the Replacement Facilitiesconstruct and/or provide pursuant to Section 9(c) hereof).

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 If all or any part thereof of the Premises shall be damaged or destroyed by casualty which causes is insured or required to be insured under this Lease, or by any other casualty if the cost to repair such facilities other casualty does not exceed twenty percent (20%) of the total replacement cost of the Improvements, Tenant shall promptly notify the Landlord thereof, and shall, with reasonable promptness and diligence, rebuild, replace and repair any damage or destruction to become Damaged Facilities. In the event Premises, at its expense, in conformity with the requirements of Section 5.4(a) hereof, in such manner as to restore the same to the same or better condition as existed prior to such casualty, all proceeds using materials of insurance the same or better grade than that of the materials being replaced, and there shall be payable either 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 (1) to a Lender financing the Damaged Facilities orwhich may be Lender, (2) if there is no Lender financing the Damaged Facilities an escrow 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 Facilitiestitle company, or (2a bank or trust company designated by Landlord) and paid to construct Replacement Facilities Tenant, but only against certificates of Tenant, appropriate lien waivers and such other information reasonably acceptable required by Landlord or the proceeds trustee delivered to Landlord from time to time, but not more frequently than once per calendar month, as such work or repair progresses. Each such certificate shall describe the other Party serving work or repair for which Tenant is requesting payment and the same function as 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 Damaged Facilities, work free of liens or (3) to repay any outstanding indebtedness of claims. Any proceeds remaining after Tenant has repaired the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 Premises 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 LCS. For purposes of this Section 11.3, “excess proceeds” Tenant No payment shall be made to Tenant if there exists any insurance proceeds Event of Default under this Lease. If Tenant is not required to restore after a casualty, this Lease shall nevertheless remain in full force and effect, with no abatement of Basic Rent or Additional Rent, except that Landlord shall have the Damaged Facilities right to full operation 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 complete the Replacement Facilitiesrestore but does not diligently proceed to do so.

Casualty. Each Party If the Property shall sustain a Casualty, Borrower shall give prompt written 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 other Party condition the Property was in immediately prior to such Casualty (a “Restoration”) and otherwise in accordance with Section 5.3, regardless of any casualty whether Insurance Proceeds are available or made available, it being understood, however, that Borrower shall not be obligated to restore the Property to the Landfillprecise condition of the Property prior to such Casualty provided the Property is restored, to the Gas Collection Systemsextent practicable, to be of at least equal value and of substantially the CCS same character as prior to the Casualty. Borrower shall pay all costs of such Restoration whether or the LCS or any part thereof not such costs are covered by insurance. Lender may, but shall not be obligated to, submit proof of which causes such facilities to become Damaged Facilitiesloss if not submitted promptly by Borrower. In the event of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing Casualty where the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender loss does not require payment exceed the Restoration Threshold, Borrower may settle and adjust such claim; provided that (a) no Event of insurance proceeds 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 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 proceedsparticipate, at Borrower’s cost, in any such adjustments; provided, however, if Borrower fails to settle and adjust such claim within sixty (60) days after the PartyCasualty, Lender shall have the right to settle and adjust such claim at Borrower’s option, either cost and without Borrower’s consent (i) to fund reconstruction of provided that if Borrower has commenced 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly settlement and diligently restored to at least the equivalent of their condition immediately prior to the casualty, and disbursements adjustment of such insurance proceeds claim within the sixty (60) day period after the Casualty and any deficiencythereafter diligently pursued the same, Lender shall not exercise such right to settle and adjust the claim until one hundred eighty (180) shall be in accordance with disbursement procedures reasonably acceptable to each Party. If days after the insurance proceeds (and any deficiency) are used to construct Replacement Facilities, Casualty so long as during the Replacement Facilities shall be promptly and diligently constructed, and disbursements entirety of such insurance proceeds (period no Event of Default shall have occurred and any deficiency) be continuing and Borrower shall be in accordance with disbursement procedures reasonably acceptable continue to each Partydiligently pursue the settlement and adjustment of such claim). Notwithstanding anything 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 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesAgreement.

Casualty. Each Party If any Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrowers shall give prompt written 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 (to the other Party extent such alterations are of any casualty 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 such Property unless and until such Net Proceeds are made available to Borrowers. It is expressly understood, however, that Borrowers shall not be obligated to restore such Property to the Landfillprecise condition of such Property prior to such Casualty provided such Property is restored, to the Gas Collection Systemsextent practicable, to be of at least equal value and of substantially the CCS 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 participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Net Proceeds or the LCS costs of completing the Restoration are equal to or any part thereof of which causes greater than the Restoration Threshold and the applicable Borrower shall deliver to Lender all instruments reasonably required by Lender to permit such facilities to become Damaged Facilitiesparticipation. In the event of a Casualty in which the Net Proceeds and the costs of completing the Restoration are each less than the Restoration Threshold, Borrowers may settle and adjust such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities claim without Lender’s consent 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesparticipation.

Casualty. Each Party shall give prompt written notice to If fire or other casualty damages the other Party of any casualty to the Landfill, the Gas Collection Systems, the CCS Premises 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 (1) to 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 common areas 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 outstanding indebtedness Property necessary for Tenant’s use and occupancy of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 usePremises, whether or not related such damage is the result of the negligence or willful misconduct of Tenant or Tenant’s agents, officers, employees, contractors, licensees or invitees, and irrespective of any resulting period during which the Premises is rendered unusable by such damage, Tenant nonetheless shall not 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 payment and performance under this Lease and this Lease shall 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 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 written notice from Tenant of such casualty event, Landlord may instead elect to receive all insurance proceeds arising by reason thereof and to terminate the Lease. If Landlord does not exercise the right to elect to receive such insurance proceeds and terminate this Lease in accordance with this Section 11.1, then, as noted above this Lease shall (subject to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes terms of this Section 11.3, “excess proceeds” 11.1) remain in full force and effect and Tenant shall be any 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 not required be obligated to restore 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 Damaged Facilities to full operation Premises or to complete upon the Replacement FacilitiesProperty. Tenant shall, at Tenant’s sole cost and expense, repair and replace all such movable furniture, equipment, trade fixtures and personal property and any other parts or portions thereof. In the absence of Landlord’s election as aforesaid, this Lease shall not terminate notwithstanding any and every manner of casualty, including without limitation a total destruction of the Premises and Property.

Casualty. Each Party shall give prompt written notice (a) If the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the other Party of any casualty terms hereof and obtaining all necessary public approvals and solely to the Landfillextent 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 Gas Collection Systemsnegligence or wrongful acts of Tenant, the CCS or the LCS 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 of which causes such facilities as may be destroyed or damaged to become Damaged Facilitiesas near its former conditions as circumstances will reasonably permit. In During the event period of such casualtyrebuilding and restoration, all proceeds Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of insurance shall Tenant, or any of Tenant's Agents, be payable either (1) to a Lender financing abated in the Damaged Facilities or, (2) if there is no Lender financing same ratio as the Damaged Facilities or such Lender does not require payment square footage of insurance proceeds to itthe portion of the Leased Premises rendered untenantable, to the affected Party. Subject to any rights that a Lender may have with respect to such insurance proceedsextent, and so long as, however, the affected Party Leased Premises remains untenantable. If, however, Landlord shall use reasonably determine that such proceeds, at destruction or damage cannot be repaired within one hundred eighty (180) days after the Party’s optiondate of such Casualty, either (i) Landlord or Tenant may elect to fund reconstruction terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the Damaged Facilitiesdate of 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 date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or (2) to construct Replacement Facilities reasonably acceptable to about the other Party serving Leased Premises within 24 hours from the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesoccurrence thereof.

Casualty. Each Party If the Premises or a substantial portion of the Property is damaged in whole or in part by casualty, and if the Premises are made untenantable as a result thereof, Landlord shall give prompt deliver to Tenant, within sixty (60) days after such casualty, a good faith estimate of the time necessary to repair such damages (“Casualty Notice”). If in Landlord’s reasonable estimation such damages cannot be substantially repaired within the shorter of two hundred seventy (270) days from the date of such casualty, or within two-thirds (2/3) of the then remaining Term as of the date of such casualty (“Estimated Restoration Period”), this Lease may be terminated by either Landlord or Tenant by delivering written notice to the other Party party within thirty (30) days after Tenant’s receipt of any casualty the Casualty Notice, in the event neither party timely terminates this Lease, or if in Landlord’s reasonable estimation such damages can be substantially repaired within the Estimated Restoration Period then, subject to Landlord’s rights below, this Lease shall 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 Landfillextent 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, the Gas Collection Systemsand shall not extend to Tenant’s fixtures, the CCS or the LCS equipment, alterations, Telecommunications Equipment, or any part thereof interior finish constructed within the Premises by either Landlord or Tenant, regardless of which causes the cause of such facilities to become Damaged Facilitiescasualty. In the event of such casualty, all proceeds of insurance shall be payable either (1) to 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 repair and restoration of the Damaged FacilitiesPremises extends beyond the Estimated Restoration Period, or (2) this Lease shall remain in full force and effect and Landlord shall not be liable therefor, but Landlord shall continue to construct Replacement Facilities complete such repairs and restoration with all due diligence. Notwithstanding the aforesaid, if Landlord reasonably acceptable to the other Party serving the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness determines that repair of the affected Party Premises/Property is or will become uneconomical or that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 (after any required payments to any mortgagees of the Property) will be insufficient to complete all repairs and any deficiency) are used restoration, then Landlord may terminate this Lease by giving written notice to construct Replacement FacilitiesTenant. In the event this Lease is terminated, the Replacement Facilities 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 promptly and diligently constructed, and disbursements equitably abated in proportion to that portion of the Premises which are so unfit for such insurance proceeds period of time as the Premises (and any deficiencyor such portion) remains untenantable. There shall be in accordance with disbursement procedures reasonably acceptable to each Party. Notwithstanding anything in this Section 11.3 no Rent abatement if the damages are due to the contraryfault or negligence of Tenant or Tenant’s agents, if the Agreement is terminated pursuant to Section 1.1 before reconstruction of the Damaged Facilities employees, licensees, invitees 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiescontractors.

Casualty. Each Party RILG shall give prompt written notice to the other Party RIRRC of any casualty to the Landfill, the Gas Collection Systems, the CCS or the LCS any RILG Facilities 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 (1) to 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 PartyRILG. Subject to any rights that a Lender may have with respect to such insurance proceeds, the affected Party RILG shall use such proceeds, at the PartyRILG’s option, either (i) to fund reconstruction of the Damaged Facilities, or (2) to construct Replacement Facilities reasonably acceptable to the other Party RIRRC serving the same function as the such Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party RILG or its Affiliates that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 PartyRIRRC. 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 PartyRIRRC. Notwithstanding anything in this Section 11.3 9.2 to the contrary, if RILG elects to terminate the Agreement is terminated pursuant to Section 1.1 4.1 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 RILG for itRILG’s own use, whether or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.39.2, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilities.

Casualty. Each Party If the Property shall be damaged or destroyed by a Casualty, Borrower shall give prompt written 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 other Party 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 Casualty, Borrower shall (subject to the Landfillright hereinafter set forth of Lender to elect to do so), promptly file a proof of loss with the Gas Collection Systemsrespective insurance company or companies insuring such Casualty. So long as no Event of Default shall have occurred and be continuing, Borrower may settle and adjust any claim on the CCS amount of the Insurance Proceeds to be paid in respect of such Casualty with the insurance company or companies, with the 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. 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 LCS costs of completing the Restoration are equal to or any part thereof of which causes greater than Five Hundred Thousand Dollars ($500,000) and Borrower shall deliver to Lender all instruments required by Lender to permit such facilities to become Damaged Facilitiesparticipation. In the event that Borrower fails to promptly file a proof of such casualty, all proceeds of insurance shall be payable either (1) to 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 loss with respect to such insurance proceedsany Casualty or fails to promptly and diligently proceed to settle and adjust any claims with respect thereto, the affected Party shall use such proceedsthen Lender shall, at the Party’s optionsole cost and expense of Borrower, either (i) have the right to fund reconstruction file such proof of loss, settle and adjust such claim and agree with such insurance company or companies without 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 outstanding indebtedness consent of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the casualtyBorrower, and disbursements of 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 insurance proceeds (and any deficiencyclaim) shall be due and payable solely to Lender and held by Lender in accordance with disbursement procedures reasonably acceptable to each Partythe terms of this Agreement. If In the insurance proceeds (and event Borrower or any deficiency) are used to construct Replacement Facilities, the Replacement Facilities shall be promptly and diligently constructed, and disbursements of such insurance proceeds (and party other than Lender is a payee on 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 check representing Insurance Proceeds with respect to the insurance proceedsany Casualty, any excess proceeds Borrower shall be delivered immediately endorse, and cause all such third parties to endorse, such check payable to the affected Party for it’s own useorder of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, whether or not related coupled with an interest, to endorse any such check payable to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes order of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesLender.

Casualty. Each Party shall give prompt Landlord will provide notice to Tenant of any casualty or other harm affecting the Property within forty-eight (48) hours of the casualty or other harm. If any part of the Communication Facility or Property is damaged by casualty or other harm as to render the Premises unsuitable, in Tenant’s sole determination, then Tenant may terminate this Agreement by providing written notice to Landlord, which termination will be effective as of 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 date of such casualtycasualty or other harm. Upon such termination, Tenant will be entitled to collect all proceeds of insurance shall be payable either (1) to 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 payable to itTenant 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 affected Partytermination of the Agreement, such temporary facilities will be governed by all of the terms and conditions of this Agreement, including Rent. Subject If Landlord or Tenant undertakes to any rights that a Lender may have with respect rebuild or restore the Premises and/or the Communication Facility, as applicable, Landlord agrees to such insurance proceeds, permit Tenant to place temporary transmission and reception facilities on the affected Party shall use such proceeds, Property at no additional Rent until the Party’s option, either (i) to fund reconstruction of the Damaged FacilitiesPremises and/or the Communication Facility is completed. If Landlord determines not to rebuild or restore the Property, Landlord will notify Tenant of such determination within thirty (30) days after the casualty or (2) other harm. If Landlord does not so notify Tenant, and Tenant decides not to construct Replacement Facilities reasonably acceptable terminate under this Section, then Landlord will promptly rebuild or restore any portion of the Property interfering with or required for Tenant’s Permitted Use of the Premises to the other Party serving substantially the same function condition as existed before the Damaged Facilities, casualty or (3) to repay any outstanding indebtedness of other harm. Landlord agrees that the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities Rent shall be promptly abated until the Property and/or the Premises are rebuilt or restored, unless Tenant places temporary transmission and diligently restored to at least reception facilities on 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesProperty.

Casualty. Each Party In the event during the Lease Term the Premises are damaged by fire or other casualty, but to such an extent that repairs and rebuilding can reasonably be completed within one hundred eighty (180) days from the date Landlord receives the applicable insurance proceeds for such repairs and rebuilding, Landlord may, at Landlord’s option within sixty (60) days of such event, elect to repair and rebuild the Premises. If Landlord elects to repair and rebuild the Premises, Landlord will notify Tenant of same and this Lease shall give prompt remain in full force and effect, 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 rebuilding cannot be completed within one hundred eighty (180) days from the date Landlord receives the applicable insurance proceeds as 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 Party of any casualty to the Landfill, the Gas Collection Systems, the CCS or the LCS or any part thereof of terminate this Lease in which causes such facilities to become Damaged Facilities. In the event of such casualty, all proceeds of insurance rent shall be payable either (1) 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 a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender does not require payment Landlord. Failure by Tenant to comply with any provision of insurance proceeds to it, to the affected Party. Subject to any rights that a Lender may have with respect this Section 14.1 shall subject Tenant to such insurance proceedscosts, the affected Party shall use such proceedsexpenses, 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the casualtydamages, and disbursements losses as Landlord may incur by reason 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 PartyTenant’s breach hereof. Notwithstanding anything in any provision of this Section 11.3 Lease to the contrary, if the Agreement is terminated pursuant Premises, the Building, or any part thereof are damaged by fire or other casualty caused by or materially contributed to Section 1.1 before reconstruction by the negligence or misconduct of Tenant or any of the Damaged Facilities or construction of the Replacement Facilities has been completedTenant Parties, thenTenant shall be fully responsible, subject to any rights that a Lender may have with respect to the insurance proceedsextent not covered by Landlord’s and/or Tenant’s insurance, any excess proceeds for repairing, restoring, or paying for the damage as Landlord shall be delivered to the affected Party for it’s own use, whether direct and this Lease shall remain in full force and effect without reduction or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes abatement of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesrent.

Casualty. Each Party (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 give prompt 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 Party authorization of any casualty 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 Landfill, the Gas Collection Systems, the CCS or the LCS or any part thereof date of which causes such facilities to become Damaged Facilitiestermination. In the event of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender If Tenant does not require payment of insurance proceeds timely elect to itterminate, to the affected Party. Subject to any rights that a Lender may have with respect to such insurance proceeds, the affected Party this Lease 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly remain in full force and diligently restored to at least the equivalent of their condition immediately prior to the casualtyeffect, and disbursements of such insurance proceeds (Landlord shall complete all repairs and any deficiency) shall be in accordance with disbursement procedures restoration as soon as 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiespracticable.

Casualty. Each Party (a) If the Building or the Premises shall give prompt written be partially or totally damaged or destroyed by fire or other casualty (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 other Party 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 casualty 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 Landfillextent, the Gas Collection SystemsLandlord, the CCS or the LCS any Superior Mortgagee or any part Superior Lessor receives insurance proceeds in respect of Tenant Casualty Repair Obligations Landlord shall notify Tenant thereof and upon request of which causes Tenant, make such facilities proceeds available to become Damaged FacilitiesTenant 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 casualtyproceeds available to Tenant, all proceeds of insurance Landlord shall be payable either (1) obligated, at Landlord's cost and expense, to a Lender financing perform the Damaged Facilities or, (2) if there is no Lender financing Tenant Casualty Repair Obligations with reasonable dispatch after the Damaged Facilities Casualty. In the event any Superior Mortgagee or any Superior Lessor has received proceeds in respect of Tenant Casualty Repair Obligations and such Lender does not require payment of insurance Superior Mortgagee or Superior Lessor shall refuse to release such proceeds to itTenant, Landlord shall be obligated, at Landlord's cost and expense, to perform or cause to be performed 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesTenant Casualty Repair Obligations.

Casualty. Each Party shall give prompt written notice 11.1.1 During the Lease Term, Tenant will notify Landlord immediately upon the occurrence of any fire or other casualty damage to the other Party Premises. As soon as reasonably practicable thereafter, but in any event within sixty (60) days of any casualty the date of such occurrence Tenant will give a Notice (the “Casualty Notice”) 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 time that it will take to complete the reconstruction, restoration and repair of the damaged portion of the Premises, with reasonable diligence, to substantially the condition that existed prior to the Landfilloccurrence of the fire or other casualty, (the Gas Collection Systems“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 CCS or total cost of the LCS or any part thereof reconstruction, restoration and repair (the “Estimated Repair Cost”) of the damaged portion of the Premises. The Casualty Notice shall specify Tenant’s assumptions regarding the affirmative actions that Landlord must take in connection with the restoration and the time periods within which causes such facilities Landlord must take those actions in order for Tenant to become Damaged Facilitiescomplete the restoration within the Estimated Repair Period. In the event that fifty percent (50%) or more of such the Premises (i.e., 76,500 square feet or more) is damaged by fire or other casualty, and the Estimated Repair Period is in excess of twelve (12) months, Tenant may elect to terminate this Lease by the delivery of Notice to Landlord within forty-five (45) days after Tenant’s issuance of Tenant’s Casualty Notice. If Tenant so terminates this Lease, then (i) all proceeds of insurance shall be paid or payable either (1) to 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 fire or other casualty (other than with respect to Tenant’s personal property) shall be delivered paid to Landlord and (ii) Tenant shall pay to Landlord all proceeds of insurance previously paid to Tenant in respect of such fire or other casualty and the amount of any deductible in respect of such insurance, if Tenant self-insures pursuant to Section 11.5, an amount equal to the affected Party for it’s own use, whether or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesEstimated Repair Cost.

Casualty. Each Party If all or substantially all of the buildings and improvements on the leased Premises, or of the leased equipment, should be destroyed or damaged by storm, fire, lightning, earthquake or other casualty, without the criminal fault of Tenant, to such an extent as to tender the same untenantable, this Lease shall give prompt written notice terminate. 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 sufficient to pay in full the other Party costs of any casualty 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 Landfilldate of loss and continuing during the period required to repair or restore 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 Gas Collection Systemsrent shall xxxxx until the Premises are restored to an operable condition. - If less than all, or less than substantially all, of the CCS buildings and improvements on the leased Premises, or the LCS leased equipment, are damaged or any part thereof destroyed as aforesaid and the insurance proceeds are not sufficient to pay in full the costs of which causes such facilities repair and/or restoration to become Damaged Facilitiesas good condition as they were immediately preceding said damage, then, in that event, Landlord shall 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 said loss as expenditures for repair and/or restoration as they are incurred by Landlord. In the event of such casualtyLandlord refuses to begin said repair and/or restoration with all due diligence, all proceeds of insurance said refusal shall be payable either deemed a breach of this Lease Agreement, but as to this breach only, the Tenant's sole remedies are (1a) to a Lender financing agree to bear one-half of said repair costs in excess of the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender does not require payment of aforementioned insurance proceeds payable 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 FacilitiesLandlord, or (2b) to construct Replacement Facilities reasonably acceptable terminate this Lease. Provided, in the event Tenant agrees to bear 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 entitled to all remedies at law and as provided in this Lease Agreement for a breach. Beginning with the other Party serving date of loss and continuing during the same function period required to repair or restore same, this Lease shall not terminate, except as provided herein, but the rent payable hereunder shall be reduced in such proportion as the Damaged Facilitiesparties agree, or (3) to repay any outstanding indebtedness of except as otherwise provided herein. In the affected Party that is secured by event loss renders the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilitiesplant inoperable, however, the Damaged Facilities rent shall be promptly and diligently xxxxx until the Premises are restored to at least the equivalent of their an operable 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 or until there 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 LCS. For purposes breach of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesLease Agreement as herein provided.

Casualty. Each Party If the Individual Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a "Casualty"), Borrower shall 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 written notice of such damage to Lender and shall, or shall cause Mortgage Borrower and Maryland Owner to reasonably promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the 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 of the Mortgage Loan Agreement; provided, however, in the event that Net Proceeds are not made available by Mortgage Lender for restoration (A) Borrower and Mortgage Borrower and Maryland Owner shall not be required to repair or restore the Individual Property as set forth above, provided that Borrower shall cause Mortgage Borrower and Maryland Owner to take, at its own expense, such steps as may be reasonably required to 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 insurance. Lender may after notice to the other Party Borrower, but shall not be obligated to, make proof of any casualty to the Landfill, the Gas Collection Systems, the CCS loss if not made reasonably promptly by Borrower or the LCS or any part thereof of which causes such facilities to become Damaged FacilitiesMortgage Borrower and Maryland Owner. In the event of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing Casualty where the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender loss does not require payment exceed the Restoration Threshold, Mortgage Borrower and Maryland Owner may settle and adjust such claim; provided that (a) no Event of insurance proceeds to itDefault 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 Threshold (or if below the Restoration Threshold, to 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 affected Partyconsent of Lender. Subject to any rights that a In addition, Lender may have 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 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 Partyparticipation. Notwithstanding anything in this Section 11.3 contained herein to the contrary, if if, following a Casualty, in the Agreement is terminated pursuant to Section 1.1 before reconstruction event that Net Proceeds therefor are not made available by Mortgage Lender for restoration of the Damaged Facilities or construction 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 Replacement Facilities has been completedaffected Individual Property, thenMortgage Lender shall make such Net Proceeds available to Mortgage Borrower and Maryland Owner (in the event that such Rejectable Offer is not accepted, subject but the applicable Individual Property is to any rights that a Lender may have with respect be released from the Mortgage Loan and the related Operating Lease is to be terminated), or, at Mortgage Borrower's and Maryland Owner's direction, to the insurance proceeds, any excess proceeds shall applicable Operator (in the event that the Rejectable Offer is accepted and the affected Individual Property is to be delivered sold to the affected Party for it’s own use, whether or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesOperator).

Casualty. Each Party A. If the Building or the Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”) and if this Lease is not terminated as provided below, then (i) Landlord shall repair and restore the 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 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 8 all Alterations and Tenant’s Personal Property (“Tenant’s Restoration Work”) with reasonable dispatch after the Casualty. Notwithstanding anything to the contrary contained herein, if in Landlord’s sole discretion, it would be appropriate for safety reasons, health reasons or the efficient operation or restoration of the Building or the Premises for Landlord to perform all or a portion of Tenant’s Restoration Work on behalf of Tenant, then (x) Landlord shall give prompt 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 notice demand therefor (or Landlord shall retain from the insurance proceeds paid to Landlord in accordance with the other Party last sentence of any casualty to this Section 16.A.) 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 cost of such casualty, all Specified Restoration Work. The proceeds of insurance covering any damage to the Premises shall be payable either (1) paid to a Lender financing Landlord, and, unless Landlord restores the Damaged Facilities orAlterations as part of the Specified Restoration Work, (2) if there is no Lender financing upon the Damaged Facilities or completion of the repair and restoration of such Lender does not require payment Alterations and the reoccupancy of the Premises by Tenant, Landlord shall disburse to Tenant the proceeds of insurance proceeds to it, maintained by Tenant covering Alterations up 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 outstanding indebtedness of the affected Party that is secured amount so expended by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesTenant.

Casualty. Each Party shall give prompt written notice to (a) If the other Party of any casualty to the Landfill, the Gas Collection Systems, the CCS Building 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 Premises shall be payable either partially or totally damaged or destroyed, or rendered Untenantable as a result of fire or other casualty (1each, a “Casualty”) to a Lender financing the Damaged Facilities orand if this Lease is not terminated as provided below, (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 then (i) Landlord shall repair and restore (A) the Base Building Systems serving the Premises up to fund reconstruction the point of connection to the Premises and the core and shell of the Damaged FacilitiesBuilding, or (2) to construct Replacement Facilities reasonably acceptable 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 other Party serving Building and the Premises to substantially the same function condition as the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition existing immediately prior to the casualtyCasualty, (B) the Premises (excluding all Improvements other than Landlord Insured Property and Tenant’s Property therein), and disbursements (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 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 proceeds) and (ii) Tenant shall repair and any deficiency) shall be restore in accordance with disbursement procedures reasonably acceptable to each Party. If the insurance proceeds Section 4.02 all (A) Improvements other than Landlord Insured Property and any deficiency(B) are used to construct Replacement FacilitiesTenant’s Property ((A) and (B), the Replacement Facilities collectively, “Tenant’s Restoration Work”) with reasonable dispatch after Landlord’s Restoration Work has been substantially completed; provided, that Tenant shall be promptly repair and diligently constructed, and disbursements of such insurance proceeds (and any deficiency) shall be restore in accordance with disbursement procedures reasonably acceptable to each Party. Notwithstanding anything in this Section 11.3 4.02 hereof all Tenant’s Property and Improvements with reasonable dispatch immediately after the Casualty to the contraryextent (x) such repair and restoration is reasonably necessary to permit Landlord to commence, if 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 Agreement is terminated pursuant foregoing, Landlord agrees to Section 1.1 before reconstruction 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 Damaged Facilities or construction performance of the Replacement Facilities has been completed, thenany 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 rights that a Lender may have with respect other applicable provisions of this Lease, make changes to the insurance proceeds, any excess proceeds Premises in connection with such restoration). Landlord shall not be delivered required to perform Landlord’s Restoration Work on an overtime or premium pay basis (except to the affected Party extent the insurance carrier agrees to pay for itsuch overtime without reducing the total insurance proceeds to be paid to Landlord), unless Tenant shall request Landlord to perform Landlord’s own useRestoration 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, whether or not related Tenant shall pay to Landlord, within 30 days after demand therefor, an amount equal to the Landfill, difference between the Gas Collection Systems, overtime or premium pay rates and the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesregular pay rates for performing such work as set forth in a reasonably detailed xxxx therefor.

Casualty. Each Party The parties agree that if the Leased Premises are partially destroyed or damaged by fire or other 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 give prompt written notice within 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 the Leased Premises rendered for the time being unfit for occupancy and not used or occupied by Tenant, shall bear 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 (1) to 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilitieswhole Leased Premises. If the insurance proceeds foregoing conditions to Landlord's repair obligation are used to reconstruct not satisfied, either party may terminate this Lease by notifying the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the casualty, and disbursements other party in writing within thirty (30) days of such insurance proceeds (and any deficiency) shall be in accordance with disbursement procedures reasonably acceptable to each Partydamage or destruction. If the insurance proceeds 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 within a reasonable time repair such damage, and any deficiencya proportionate part of the rent shall be abated from time of such damage until accessibility to 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) are used to construct Replacement Facilitiesdays after such damage or destruction, and in such event, the Replacement Facilities Tenant's obligations hereunder shall cease as of the date of such damage. Should this Lease not be promptly so terminated, the Landlord shall proceed to repair and diligently constructedrestore the Leased Premises or the Building itself, as the case may be, as rapidly as practicable, to substantially the same condition in which the Leased Premises or the Building was before such damage, and disbursements the rent herein reserved shall xxxxx from the time 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 damage until the contrary, if Leased Premises and/or 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesBuilding are fully repaired.

Casualty. Each Party shall give prompt written notice to In case during the other Party of any casualty to Term 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 Premises shall be payable either damaged by fire or casualty (1) the "Casualty"), Landlord shall cause the Premises to 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the casualtyoccurrence of such Casualty, reasonable wear and tear excepted; provided, however, that if Landlord reasonably determines that the net proceeds of insurance recovered for such damage are not adequate to restore the Premises to their condition immediately prior to the occurrence of such Casualty, Landlord shall so notify Tenant 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 the Restoration Determination Notice such notice from Landlord, Tenant may elect (a) to require Landlord to restore the Premises to their condition immediately prior to the occurrence of such Casualty, reasonable wear and tear excepted, and disbursements (b) to pay the difference between the net proceeds of insurance recovered and the total cost of restoration (the "Tenant's Deficiency Election"). If Tenant does not give Landlord notice of Tenant's Deficiency Election within such thirty (30) day period, Landlord may elect under this Section 6.1 not to restore, in which case this Lease shall be terminated on the thirtieth (30th) day following the date on which Landlord notifies Tenant in writing of such insurance proceeds (and any deficiency) election. The provisions of Section 6.2 shall be in accordance with disbursement procedures reasonably acceptable applicable to each Party. If the insurance proceeds (restoration of the Premises and any deficiency) are used adjustments to construct Replacement Facilities, the Replacement Facilities shall be promptly Annual Fixed Rental Rate and diligently constructed, and disbursements other charges hereunder on account 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 LCSCasualty. For purposes of this Section 11.3Lease, “excess proceeds” 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 of all of the costs of restoration shall be any insurance proceeds not 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 a description of the restoration work related thereto, and failure to restore the Damaged Facilities do so continuing for ten (10) days after written notice from Landlord to full operation or Tenant designating such failure shall constitute a failure to complete the Replacement Facilitiespay Annual Fixed Rent under this Lease.

Casualty. Each Party shall give prompt In the event of damage by fire or other casualty to the AWN Collocation Space that cannot reasonably be expected to be repaired or replaced within seventy-five (75) days following same or, if the Site is damaged by fire or other casualty so that such damage to the AWN Collocation Space or the 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 there are five (5) years remaining; (iv) Tower Operator will only be required to use 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, then AWN Collocator shall be entitled to terminate this MLA and the SLA with respect to such Site by written notice to Tower 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 (75) day period above will be extended by a corresponding period to account for such delay. Any such notice of termination shall cause such SLA to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of the applicable SLA, and the applicable Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other Party of any casualty to under the Landfill, the Gas Collection Systems, the CCS or the LCS or any part thereof of which causes such facilities to become Damaged FacilitiesSLA. 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 such casualtydamage and during such repair and reconstruction to enable AWN Collocator 20160526v2 EXECUTION VERSION to continue operations without interruption; provided, however, 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 such right is permitted under the Site Lease or authorization from the applicable Lessor is obtained. Notwithstanding the foregoing, all proceeds Rent shall xxxxx from the date of insurance shall be payable either (1) to a Lender financing such damage until the Damaged Facilities ortemporary antenna facility, (2) if there applicable, is no Lender financing removed, or the Damaged Facilities or such Lender does not require payment resumption 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, AWN Collocator’s operations at the Party’s option, either (i) to fund reconstruction of AWN Collocation Space if AWN Collocator resumes operations at 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesAWN Collocation Space on an earlier date.

Casualty. Each Party If the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a "Casualty"), Borrower shall give prompt written notice of such damage to Lender. In case of a Casualty covered by any of the Polices, (a) if an Event of Default has occurred and is then continuing, or if no Event of Default has occurred but Borrower fails to commence to (and thereafter diligently seek to) settle and adjust any claim within thirty (30) days after such Casualty has occurred, Lender (or, after entry of decree of foreclosure, the 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 Borrower, or (b) if no Event of Default has occurred, Borrower shall be permitted within thirty (30) days after such Casualty to settle and adjust such claim with the consent of Lender, which consent shall not be unreasonably withheld or delayed; provided, however, that 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 the other Party Debt and shall be reimbursed to Lender within ten (10) days after the receipt by Borrower of any casualty written demand therefor or, at Lender's option, in the event and to the Landfillextent sufficient Insurance Proceeds are available, 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 (1) 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 financing the Damaged Facilities oralone, (2) if there is no and not to Lender financing the Damaged Facilities or such Lender does not require 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 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilitiesprovided above. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities Property shall be damaged or destroyed, in whole or in part, by a Casualty, Borrower shall promptly commence and diligently restored prosecute the completion of the Restoration of the Property as nearly as possible to at least the equivalent of their condition the Property was in immediately prior to the casualtysuch Casualty, with such alterations as may be reasonably approved by Lender and disbursements of such insurance proceeds (and any deficiency) shall be otherwise in accordance with disbursement procedures reasonably acceptable to each PartySection 6.4. If the insurance proceeds (and any deficiency) are used to construct Replacement Facilities, the Replacement Facilities Borrower shall be promptly and diligently constructed, and disbursements pay all costs 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, Restoration whether or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiessuch costs are covered by insurance.

Casualty. Each Party 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 written 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 other Party of any casualty to the Landfillextent practicable, the Gas Collection Systemscondition such Property immediately prior to such Casualty. Lender may, the CCS or the LCS or any part thereof but shall not be obligated to make proof of which causes such facilities to become Damaged Facilitiesloss 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 casualtyProperty. 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 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 such adjustments. Borrower shall deliver to Lender all proceeds of insurance 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 claim or Borrowers and/or Operating Lessees settle such claim) shall be due and payable either (1) solely to Lender and held by Lender in accordance with the terms of this Agreement. In the event Borrowers, Operating Lessees or any party other than Lender is 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 payee on any rights that a Lender may have check representing Insurance Proceeds with respect to any Casualty, Borrowers and/or Operating Lessees shall immediately endorse, and cause all such insurance proceedsthird parties to endorse, 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 check payable to the other Party serving the same function order of Lender. Each Borrower hereby irrevocably appoints Lender as the Damaged Facilitiesits attorney-in-fact, or (3) coupled with an interest, to repay endorse any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior such check payable to the casualty, order of Lender. Each Borrower and disbursements of such insurance proceeds (each Operating Lessee hereby releases Lender from any 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 all liability with respect to the insurance proceeds, settlement and adjustment by Lender of any excess proceeds shall be delivered claims in respect of any Casualty (except to the affected Party for it’s own useextent such liability arises by reason of the gross negligence, whether illegal acts, fraud or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes willful misconduct of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesLender).

Casualty. Each Party (a) If the Premises is damaged or destroyed by fire or other casualty and Landlord does not elect to terminate this Lease as hereinafter provided, Landlord shall give prompt 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 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 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 (iii) 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 the other Party of any casualty Tenant. Landlord shall give written notice 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 Tenant of such casualtyelection within thirty (30) days after the occurrence of such 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, all proceeds then this Lease shall terminate as of insurance shall be payable either the earlier of (1) the date designated by Tenant in writing to 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, Landlord or (2) 120 days after delivery of Landlord’s notice to construct Replacement Facilities reasonably acceptable Tenant of its election not to rebuild. Tenant may elect to terminate this Lease by notice to Landlord if substantial completion of restoration of the other Party serving Premises or of the same function as access thereto does not occur within ninety (90) days after the Damaged Facilitiesdate of such damage or destruction, or (3) to repay any outstanding indebtedness if Landlord gives Tenant notice that Landlord has determined that substantial completion of restoration of the affected Party that is secured by Premises or of the Damaged Facilities. If access thereto shall take longer than ninety (90) days after the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the casualty, and disbursements date 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 damage 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesdestruction.

Casualty. Each Party shall give prompt written notice Subject to the other Party of any casualty to the LandfillSection 5.2(b) and Section 5.2(c), the Gas Collection Systems, the CCS or the LCS or any part thereof of which causes such facilities to become Damaged Facilities. In 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 casualtyImprovements, 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 (under 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, no later than six (6) months 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 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 the Construction Fund, all proceeds amounts remaining on deposit in the 2022A Account of insurance the Construction Fund shall continue to be available to fund construction of the Site and the Improvements and shall be payable either (1) disbursed by the Trustee in accordance with Section 3.10 of the Indenture and Section 9.2 of the Project Implementation Agreement prior to a Lender financing disbursement by the Damaged Facilities or, (2) if there is no Lender financing Trustee of any Casualty Proceeds deposited in the Damaged Facilities or such Lender does not require payment of insurance proceeds to it, Insurance and Condemnation Fund and subsequently transferred to the affected Party2022A Account of the Construction Fund. Subject to Upon completion of repair or restoration of such damage or destruction, as applicable, free and clear of mechanics or other liens, any rights that a Lender may have remaining balance of the Casualty Proceeds in the 2022A Account of the Construction Fund with respect to such insurance proceedsdamage or destruction, the affected Party shall use such proceeds, as applicable (exclusive of any proceeds applicable to RIDA’s personal property that would be retained by RIDA at the Party’s option, either (i) to fund reconstruction end of the Damaged FacilitiesTerm, or (2) all of which shall be paid to construct Replacement Facilities reasonably acceptable 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 has a Permitted Financing Encumbrance outstanding, then such amount shall be paid to the other Party serving Permitted Lender that has the same function as highest priority lien to be applied against the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by its Permitted Financing Encumbrance to the Damaged Facilitiesextent 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, 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 insurance proceeds are used to reconstruct Permitted Mortgage Lender is the Damaged Facilitiestrustee for disbursement, then the Damaged Facilities shall be promptly and diligently restored to at least Permitted Mortgage Lender may disburse the equivalent of their condition immediately prior to the casualty, and disbursements of such insurance proceeds (and any deficiency) shall be 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 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 the Parties, or if the Parties fail to 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 ninety (90) days after the insurer first makes available such Casualty Proceeds for repair, restoration or replacement. In satisfaction of its obligation under the preceding sentence, RIDA may provide a letter(s) of credit or a completion guaranty, in each case, in a form reasonably acceptable to each Party. If of the insurance proceeds (and any deficiency) are used to construct Replacement FacilitiesCity, the Replacement Facilities Port and the JEPA, in an amount equal to such deficiency. As and to the extent provided in the Project Implementation Agreement, the provisions of Article 9 of the Project Implementation Agreement shall be promptly and diligently constructedapply to all work performed pursuant to this Section 5.2. Notwithstanding the foregoing, if RIDA is not able to obtain sufficient Casualty 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 Site or Improvements within ninety (90) days of such damage or destruction, and disbursements 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 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 such insurance proceeds damage or destruction) in which to commence to repair, restore or replace the damaged Site and Improvements (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 including commencing engineering or construction of the Replacement Facilities has been completed, then, subject to any rights that a Lender may have permitting 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesthereto).

Casualty. Each Party If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall give prompt repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord’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, 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 of termination within forty-five (45) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Section 13.1, then rent shall be apportioned (based on the portion of the Premises which is usable or used after such damage or destruction) and paid to the other Party earlier of any casualty to the Landfill, the Gas Collection Systems, the CCS date of termination or the LCS or any part thereof of which causes such facilities to become Damaged Facilities. In date Tenant completely vacates and abandons the event Premises on account of such casualtydamage and Landlord shall be entitled to any insurance proceeds received by Tenant that are attributable to improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to 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 and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds (including proceeds of insurance maintained by Tenant), Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction was caused by the act or omission of Tenant, then Tenant shall pay Landlord’s deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord 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 not be payable either required to repair or restore any 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 a Lender financing pay the Damaged Facilities orfull cost of such repair and restoration, (2) if there is no Lender financing the Damaged Facilities holder of any mortgage fails or refuses to make such Lender does not require payment of insurance proceeds to itavailable for such repair and restoration, to the affected Party. Subject to any rights that a Lender may have with respect to (3) zoning or other applicable Laws or regulations do not permit such insurance proceeds, the affected Party shall use such proceeds, at the Party’s option, either (i) to fund reconstruction of the Damaged Facilitiesrepair and restoration, or (24) to construct Replacement Facilities reasonably acceptable the damage to the other Party serving the same function as the Damaged Facilities, or Building exceeds thirty-five percent (335%) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 replacement value 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesBuilding.

Casualty. Each Party If any fire or other casualty (whether insured or uninsured) renders all or a substantial portion of the Premises or the Building untenantable, 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 give prompt 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 other Party 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 casualty insurance coverage, whether carried by Landlord or Tenant, for damages to the LandfillPremises, except for those proceeds of Tenant’s insurance of its own personal property and equipment which would be removable by Tenant at the Gas Collection SystemsTermination 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 CCS 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 the LCS wrongful act of Tenant or its agents, employees, contractors or invitees, if all or any part thereof 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 causes such facilities 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 become Damaged Facilities. In the event perform, provided, that as a result of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender Tenant does not require payment 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 except as and to the extent Landlord receives insurance proceeds to it, to the affected Party. Subject to any rights that a Lender may have with respect apply 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesrestoration.

Casualty. Each Party shall give prompt Landlord will provide notice to Tenant of any casualty or other harm affecting the Property within forty-eight (48) hours of the casualty or other harm. If any part of the Communication Facility or Property is damaged by casualty or other harm as to render the Premises unsuitable, in Tenant’s sole determination, then Tenant may terminate this Agreement by providing 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 Landlord within sixty (60) days of such casualtycasualty or harm, which termination will be effective as of the date of such casualty or other harm. Upon such termination, Tenant will be entitled to collect all proceeds of insurance shall be payable either (1) to 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 payable to itTenant 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 affected Partyproperty removal and restoration obligations set forth elsewhere herein. Subject to any rights that 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 Lender may have with respect replacement transmission facility at another location; notwithstanding the termination of 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 such insurance proceedsrebuild or restore the Premises and/or the Communication Facility, as applicable, Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the affected Party shall use such proceeds, Property at no additional Rent until the Party’s option, either (i) to fund reconstruction of the Damaged FacilitiesPremises and/or the Communication Facility is completed. If Landlord determines not to rebuild or restore the Property, Landlord will notify Tenant of such determination within thirty (30) days after the casualty or (2) other harm. If Landlord does not so notify Xxxxxx and Xxxxxx decides not to construct Replacement Facilities reasonably acceptable terminate under this Section, then Landlord will promptly rebuild or restore any portion of the Property interfering with or required for Tenant’s Permitted Use of the Premises to the other Party serving substantially the same function condition as existed before the Damaged Facilities, casualty or (3) to repay any outstanding indebtedness of other harm. Xxxxxxxx agrees that the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities Rent shall be promptly abated until the Property and/or the Premises are rebuilt or restored, unless Tenant places temporary transmission and diligently restored to at least reception facilities on 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesProperty.

Casualty. Each Party shall give prompt written notice to If the other Party of any casualty to the Landfill, the Gas Collection Systems, the CCS or the LCS 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. Provided that such damage was not caused by the act or omission of which causes 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 facilities 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, 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 become Damaged Facilitiesmake sufficient insurance proceeds available for repairs and restoration, or if zoning or other applicable laws or regulations do not permit such repairs and restoration, Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within one hundred twenty (120) 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 of termination. Notwithstanding anything to the contrary in this section, in the event Landlord elects or is required to repair and restore the Premises, and such repair has not commenced within ninety (90) days after the date of casualty, or been substantially completed within two hundred seventy (270) following the date repair was commenced, Tenant shall have the right to terminate the Lease by providing written notice to Landlord, such termination to be effective sixty (60) days after notice from Tenant is received by Landlord, unless Landlord 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 satisfactory settlement with any insurance company involved and events beyond Landlord’s reasonable control. In the event of such casualtyany damage or destruction to the Building or Premises, all proceeds of insurance it shall be payable either (1) Tenant’s responsibility to a Lender financing secure the Damaged Facilities orPremises and, (2) if there is no Lender financing the Damaged Facilities or such Lender does not require payment of insurance proceeds to itupon notice from Landlord, 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 proceedsremove forthwith, at the Party’s optionits sole cost and expense, either (i) property belonging to fund reconstruction Tenant or its licensees from such portion of the Damaged Facilities, or (2) to construct Replacement Facilities reasonably acceptable to the other Party serving the same function Premises as the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities Landlord 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesrequest.

Casualty. Each Party Grantor shall give prompt written notice to the other Party promptly notify Beneficiary and Purchaser of any casualty to the Landfill, the Gas Collection Systems, the CCS loss whether covered by insurance or the LCS or any part thereof of which causes such facilities to become Damaged Facilitiesnot. In the event case of such loss or damage by fire or other casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there Beneficiary 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 authorized (i) to fund reconstruction of the Damaged Facilitiessettle and adjust any claim under insurance policies which insure against such risks, or (2ii) to construct Replacement Facilities reasonably acceptable allow Grantor to agree with the other Party serving insurance company or companies on the same function as amount to be paid in regard to such loss. In either case, the Damaged FacilitiesBeneficiary is authorized to collect and receipt for any such insurance money. Such insurance proceeds may, at the option of the Beneficiary, be applied in the reduction of the Indebtedness secured hereby, whether due or not, or (3) be held by the Beneficiary without any allowance of interest and used to repay any outstanding indebtedness reimburse Grantor for the cost of the affected Party that is secured by the Damaged Facilitiesrebuilding or restoration of buildings or improvements on said Premises. If the insurance proceeds are used to reconstruct the Damaged FacilitiesIf, for any reason, the Damaged Facilities Beneficiary elects to make said proceeds available to reimburse Grantor for the cost of the rebuilding or restoration of the buildings or improvements on said Premises, such proceeds shall be promptly made available during the course of restoration in the manner and diligently restored to at least under the equivalent conditions that the Beneficiary may in its sole discretion require, including without limitation, (i) Beneficiary's approval of their condition immediately plans and specifications of such work and approval of the contractors and subcontractors performing such work prior to the casualtytime such work is commenced, (ii) Grantor's delivery of suitable completion or performance bonds and disbursements Builder's All Risk insurance, (iii) delivery of such suitable lien waivers and title insurance proceeds endorsements, (iv) Grantor's satisfaction of Purchaser's other normal and any deficiencycustomary construction loan requirements, (v) 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 acknowledgement that no insurer claims any rights that a Lender may have of participation and/or assignment of rights with respect to the insurance proceedsIndebtedness secured hereby, and (vi) the buildings and improvements shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the proceeds are made available by the Beneficiary to reimburse the Grantor for the cost of said rebuilding or restoration, any excess 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 to Grantor. If Beneficiary exercises its option to apply such proceeds to the reduction of the Indebtedness secured hereby, the same 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesdone without prepayment penalty.

Casualty. Each Party In the 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 give prompt proportionately xxxxx during the time that the Premises or part thereof are 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 casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Premises; then, in the case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to the other Party party, 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 Premises and access thereto within three hundred sixty five (365) days after the casualty (“365 Day Period”) provided, however 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, as the case may be (the “Outside Completion Date”), Tenant may terminate this Lease by giving Landlord written notice of termination at any casualty time after the Outside Completion Date but prior to such substantial completion (such termination notice to include a termination date providing not more than thirty (30) days for Tenant to vacate the LandfillPremises). Notwithstanding the foregoing, the Gas Collection Systems, the CCS or the LCS or any part thereof of which causes such facilities to become Damaged Facilities. In in the event such casualty occurs during the last twelve (12) months of the Term, fifty percent (50%) or more of the Premises is rendered untenable and Landlord is unable to substantially complete Landlord’s restoration of the Premises and access thereto within ninety (90) days after the casualty, then Tenant may, upon thirty (30) days written notice to Landlord, delivered to Landlord within thirty (30) days after such casualty, all proceeds of insurance shall be payable either (1) to 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 terminate 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesLease.

Casualty. Each Party If the Premises are destroyed or damaged by fire or other -------- casualty covered by a standard fire and extended coverage policy, then (unless this Lease is terminated by Landlord as hereinafter provided) Landlord shall give prompt written notice proceed, after adjustment of such loss, to repair or restore the Premises to the other Party condition which Landlord furnished to Tenant upon the commencement of the Term. Landlord shall be under no obligation to restore any casualty alterations, improvements or addition to the LandfillPremises 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 Gas Collection Systemsinsurance proceeds available to Landlord 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 CCS or the LCS 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 causes are untenantable shall be abated until the Premises or such facilities part thereof shall have been put in tenantable condition. If, however, any destruction or damage to become Damaged Facilities. In the event 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, Building or Project, or the proceeds of insurance are not sufficient or available to fully pay the cost of repair or restoration, then Landlord may terminate this Lease effective as of the date of the damage by written notice to Tenant given within sixty (60) days after the date of such casualty, all proceeds of insurance shall be payable either (1) to 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 to the contrary in this Section 11.3 18, Landlord shall, within thirty (30) days after the date of any damage or destruction to the contraryPremises, 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 advise Tenant in writing as to the insurance proceedsreasonably estimated time within which the damage or destruction can be repaired or restored. If Landlord reasonably estimates that such damage cannot be repaired within one hundred Eighty (180) days from the date of adjustment of loss with Landlord's property insurer, any excess proceeds shall be delivered then Tenant may, by written notice to Landlord within fifteen (15) days after the affected Party receipt of Landlord's notice estimating a time for it’s own userestoration, whether or not related elect to terminate this Lease, effective on the Landfill, the Gas Collection Systems, the CCS or the LCSThirtieth (30/th/) day following Tenant's notice of termination. For purposes The provisions of this Section 11.3are subject to the rights of Landlord's mortgagee, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesif any.

Casualty. Each Party If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall give prompt diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord’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, 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 of termination within forty-five (45) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Section 13.1, then rent shall be apportioned (based on the portion of the Premises which is usable or used after such damage or destruction) and paid to the other Party earlier of any casualty to the Landfill, the Gas Collection Systems, the CCS date of termination or the LCS or any part thereof of which causes such facilities to become Damaged Facilities. In date Tenant completely vacates and abandons the event Premises on account of such casualtydamage and Landlord shall be entitled to any insurance proceeds received by Tenant that are attributable to improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to 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 and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds (including proceeds of insurance maintained by Tenant), Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction was caused by the act or omission of Tenant, then Tenant shall pay Landlord’s deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord 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 not be payable either required to repair or restore any 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 a Lender financing pay the Damaged Facilities orfull cost of such repair and restoration, (2) if there is no Lender financing the Damaged Facilities holder of any mortgage fails or refuses to make such Lender does not require payment of insurance proceeds to itavailable for such repair and restoration, to the affected Party. Subject to any rights that a Lender may have with respect to (3) zoning or other applicable Laws or regulations do not permit such insurance proceeds, the affected Party shall use such proceeds, at the Party’s option, either (i) to fund reconstruction of the Damaged Facilitiesrepair and restoration, or (24) to construct Replacement Facilities reasonably acceptable the damage to the other Party serving the same function as the Damaged Facilities, or Building exceeds thirty-five percent (335%) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 replacement value 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesBuilding.

Casualty. Each Party shall give prompt Landlord will provide notice to Tenant of any casualty or other harm affecting the Property within forty-eight (48) hours of the casualty or other harm. If any part of the Communication Facility or Property is damaged by casualty or other harm as to render the Premises unsuitable for Tenant’s purposes, in Tenant’s sole determination, then Tenant may terminate this Agreement by providing written notice to Landlord, which termination will be effective as of 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 date 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, all proceeds Landlord grants a license to Tenant which shall survive termination of insurance shall be payable either (1) this Agreement to permit Tenant to place a Lender financing temporary transmission and reception facilities on the Damaged Facilities or, (2) if there is no Lender financing Property until the Damaged Facilities or such Lender does not require payment earlier 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) six (6) months from the date of termination of this Agreement or (ii) such time as Tenant is able to fund activate a replacement transmission facility at another location; notwithstanding the termination of the Agreement, such temporary facilities will be governed by all of the terms and conditions of this Agreement, including Rent. If this Agreement does not terminate due to casualty, Tenant may elect to restore or build new improvements on the Premises 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 location and configuration thereof, and is not required to rebuild the same improvements on the Premises. If Tenant undertakes to rebuild or restore the Premises 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 Damaged FacilitiesPremises and/or the Communication Facility is completed. Landlord agrees that the Rent shall be abated until the Premises are rebuilt or restored, unless Tenant places temporary transmission and reception facilities on the Property. If improvements on the Premises or (2) to construct Replacement Facilities reasonably acceptable to Property which were not constructed by Tenant but which are used by Tenant in connection with the other Party serving the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness use of the affected Party that is secured by Premises (such as driveways located either on the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 deficiencyPremises or Property) are used to construct Replacement Facilities, the Replacement Facilities shall be promptly damaged by casualty 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 not terminated pursuant to Section 1.1 before reconstruction of the Damaged Facilities or construction of the Replacement Facilities has been completedas a result thereof, thenTenant shall promptly repair, 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 itrestore and reconstruct such improvements at Landlord’s own use, whether or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiessole cost.

Casualty. Each Party If either Property shall sustain a Casualty, Borrower shall give prompt written 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 other Party of any casualty 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 Landfillprecise condition of such Property prior to such Casualty provided such Property is restored, to the Gas Collection Systemsextent practicable, to be of at least equal value and of substantially the CCS same character as prior to the Casualty. Borrower shall pay all costs of such Restoration whether or the LCS or any part thereof not such costs are covered by insurance. Lender may, but shall not be obligated to, submit proof of which causes such facilities to become Damaged Facilitiesloss 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 casualtyclaim; provided that (a) no Event of Default has occurred and is continuing, all proceeds and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the event of insurance 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 Borrower’s cost, in any such adjustments; provided, however, if Borrower fails to settle and adjust such claim within ninety (90) days after the Casualty, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent; provided, however, that if during such ninety-day period Borrower has commenced and is diligently pursuing efforts to settle and adjust such claim, then the ninety-day period shall be payable either extended by an additional ninety (190) days. Notwithstanding any Casualty, Borrower shall continue to a Lender financing pay 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, Debt at the Party’s option, either (i) to fund reconstruction of time and in the Damaged Facilities, or (2) to construct Replacement Facilities reasonably acceptable to manner provided for its payment in the other Party serving the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly Note 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesAgreement.

Casualty. Each Party If the premises or any part thereof shall give prompt be damaged by fire or other casualty, Landlord shall 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 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, 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 (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 are immediately prior to such fire or other casualty. Landlord shall not be liable for delays in the making of any such repairs which are due to government 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 reasonable delays in repairing such damage. In case the Building is so damaged by such fire or other casualty that substantial alteration or substantial reconstruction of the Building shall be required, Landlord shall provide to Tenant within forty-five (45) days of such damage a written professional opinion from Landlord's architect or engineer as to the amount of time which will reasonably be necessary to complete the repairs or restoration that Landlord is required to make hereunder should it elect not to terminate this lease. If such opinion states that the repairs or restoration will not be completed within twelve (12) months from the date of such damage, then Landlord and Tenant shall each have the right to terminate this lease by giving written notice to the other Party therefor within thirty (30) days of any the rendering of such written opinion, said termination to be effective not less than thirty (30) nor more than sixty (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 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 right to terminate this lease by giving written notice therefor to the Landfillother 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 Gas Collection Systemsopinions, conclusions or determinations of said letter. In the CCS event the lease is not so terminated, Landlord shall proceed with reasonable diligence, and at the expense of Landlord, to repair or the LCS or any part thereof of which causes cause to be repaired such facilities to become Damaged Facilitiesdamage. In the event of any such casualtytermination, all proceeds this lease and the term hereof shall expire as of insurance such effective termination date and the yearly rent including the Electricity Charge, the Tax Excess and the Operating Cost Excess portions thereof shall be payable either (1) to a Lender financing apportioned as of such date; and if the Damaged Facilities orpremises or any part thereof shall have been rendered unfit for use and occupation by reason of such damage, (2) if there is no Lender financing the Damaged Facilities yearly rent including the Electricity Charge, the Tax Excess and Operating Cost Excess portions thereof for the period from the date of the fire or such Lender does not require payment of insurance proceeds to it, other casualty 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 Facilitieseffective termination date, or (2) to construct Replacement Facilities reasonably acceptable a just and proportionate part thereof, according to the other Party serving nature and extent to which the same function as the Damaged Facilitiespremises shall have been rendered unfit, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesabated.

Casualty. Each Party If the Premises or Property shall be damaged or ---------- -------- destroyed by fire or other 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 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 to cover any excess of the cost of such restoration over the amount of such proceeds (with Tenant having no obligation to pay any such excess), and Landlord shall not be obligated to commence such restoration until such insurance proceeds (and voluntary contribution from Tenant) are released to Landlord; provided, however, if Landlord determines that such proceeds are likely to be insufficient to complete such restoration, Landlord shall promptly give prompt written notice of such insufficiency to Tenant, and Tenant and Landlord shall have the right to terminate this Lease by written notice to the other Party specifying the date, not more than 60 days nor less than 30 days after the date of such notice from Tenant to Landlord, on which such termination shall be effective, and this Lease shall terminate on such specified date, as though such specified date were the date of 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 casualty damage to the Landfill, the Gas Collection Systems, the CCS Premises or the LCS Property by fire or other casualty, Landlord shall 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 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 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 shall exercises, before or after to the date of such 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 do not 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 have 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 of which causes such facilities to become Damaged Facilities. In the event of such casualty, all proceeds of insurance shall be payable either damaged or destroyed by fire or other casualty (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender does not require payment irrespective 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 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 Landfill, extent to which Tenant may be reasonably required to discontinue its business in the Gas Collection Systems, Premises until the CCS or the LCS. For purposes work of this Section 11.3, “excess proceeds” restoration to be done by Landlord as aforesaid shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiescompleted.

Casualty. Each Party If the Individual Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall 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 written notice of such damage to Lender and shall, or shall cause Mortgage Borrower and Maryland Owner to reasonably promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the 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 of the Mortgage Loan Agreement; provided, however, in the event that Net Proceeds are not made available by Mortgage Lender for restoration (A) Borrower and Mortgage Borrower and Maryland Owner shall not be required to repair or restore the Individual Property as set forth above, provided that Borrower shall cause Mortgage Borrower and Maryland Owner to take, at its own expense, such steps as may be reasonably required to 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 insurance. Lender may after notice to the other Party Borrower, but shall not be obligated to, make proof of any casualty to the Landfill, the Gas Collection Systems, the CCS loss if not made reasonably promptly by Borrower or the LCS or any part thereof of which causes such facilities to become Damaged FacilitiesMortgage Borrower and Maryland Owner. In the event of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing Casualty where the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender loss does not require payment exceed the Restoration Threshold, Mortgage Borrower and Maryland Owner may settle and adjust such claim; provided that (a) no Event of insurance proceeds to itDefault 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 Threshold (or if below the Restoration Threshold, to 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 affected Partyconsent of Lender. Subject to any rights that a In addition, Lender may have 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 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 Partyparticipation. Notwithstanding anything in this Section 11.3 contained herein to the contrary, if if, following a Casualty, in the Agreement is terminated pursuant to Section 1.1 before reconstruction event that Net Proceeds therefor are not made available by Mortgage Lender for restoration of the Damaged Facilities or construction 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 Replacement Facilities has been completedaffected Individual Property, thenMortgage Lender shall make such Net Proceeds available to Mortgage Borrower and Maryland Owner (in the event that such Rejectable Offer is not accepted, subject but the applicable Individual Property is to any rights that a Lender may have with respect be released from the Mortgage Loan and the related Operating Lease is to be terminated), or, at Mortgage Borrower’s and Maryland Owner’s direction, to the insurance proceeds, any excess proceeds shall applicable Operator (in the event that the Rejectable Offer is accepted and the affected Individual Property is to be delivered sold to the affected Party for it’s own use, whether or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesOperator).

Casualty. Each Party 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 (a “Casualty”) the cost of which to repair is reasonably expected to exceed $250,000, Grantor shall give prompt written notice of such Casualty to Agent and, provided Agent makes or will make the Net Proceeds (hereinafter defined) available therefor (but irrespective of the sufficiency of the amount of such Net Proceeds for Restoration (as hereinafter defined)), shall promptly commence and diligently prosecute to completion the repair and restoration of the Mortgaged Property as nearly as reasonably possible to the other Party condition the Mortgaged Property was in immediately prior to such Casualty (a “Restoration”) and otherwise in accordance with Section 1.3 below, it being understood, however, that Grantor shall not be obligated to restore the Mortgaged Property to the precise condition of the Mortgaged Property prior to such Casualty provided the Mortgaged 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. 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 insurance, so long as Agent has made all Net Proceeds available to 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 casualty and all claims for which the proceeds are expected to exceed the Restoration Threshold (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 such claim. Grantor shall provide Agent with a copy of all such documents related to the Landfillprocessing 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 Gas Collection Systemsevent of a Casualty where the loss does not exceed five percent (5%) of the Asset Value for the applicable Mortgaged Property (the “Restoration Threshold”), the CCS or the LCS or any part thereof Grantor may settle and adjust such claim; provided that (a) no Event of which causes Default has occurred and is continuing and (b) such facilities to become Damaged Facilitiesadjustment is carried out in a commercially reasonable manner. In the event of a Casualty where the loss exceeds the Restoration Threshold or if an Event of Default has occurred and is continuing, Grantor may settle and adjust such casualtyclaim only with the consent of Agent (which consent will not be unreasonably withheld, all proceeds of insurance conditioned or delayed) and Agent shall be payable either have the opportunity to 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 adjust or settle any claim(s) (1i) to a Lender financing the Damaged Facilities or, if not adjusted or settled promptly by Grantor or (2ii) if there has occurred and is no Lender financing continuing an Event of Default. Notwithstanding any Casualty, Grantor shall continue to repay the Damaged Facilities or such Lender does not require payment aggregate outstanding principal amount 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, Advances at the Party’s option, either (i) to fund reconstruction of time and in the Damaged Facilities, or (2) to construct Replacement Facilities reasonably acceptable to manner provided for its payment in the other Party serving the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly Credit Agreement 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesMortgage.

Casualty. Each Party If any Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrowers shall cause Mortgage Borrowers to give prompt written 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 (to the other Party extent such alterations are of any casualty a type that would require Lender’s approval under Section 5.1.21 hereof) and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement, provided, that if (A) Mortgage Lender is obligated to make Net Proceeds available to Mortgage Borrowers for purposes of Restoration in accordance with Section 6.4 of the Mortgage Loan Agreement, (B) Mortgage Lender has received such Net 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 Mortgage Borrowers shall not be obligated to restore 139 such Property to the Landfillprecise condition of such Property prior to such Casualty provided such Property is restored, to the Gas Collection Systemsextent practicable, to be of at least equal value and of substantially the CCS 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 participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Net Proceeds or the LCS costs of completing the Restoration are equal to or any part thereof of which causes 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 Lender to permit such facilities to become Damaged Facilitiesparticipation. In the event of a Casualty in which the Net Proceeds and the costs of completing the Restoration are each less than the Restoration Threshold, Borrowers may settle and adjust such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities claim without Lender’s consent 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesparticipation.

Casualty. Each Party (a) If the Building or the Premises shall give prompt written be partially or totally damage or destroyed by fire or other casualty (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 other Party 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 casualty 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 Landfillextent, the Gas Collection SystemsLandlord, the CCS or the LCS any Superior Mortgagee or any part Superior Lessor receives insurance proceeds in respect of Tenant Casualty Repair Obligations Landlord shall notify Tenant thereof and upon request of which causes Tenant, make such facilities proceeds available to become Damaged FacilitiesTenant 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 casualtyproceeds available to Tenant, all proceeds of insurance Landlord shall be payable either (1) obligated, at Landlord's cost and expense, to a Lender financing perform the Damaged Facilities or, (2) if there is no Lender financing Tenant Casualty Repair Obligations with reasonable dispatch after the Damaged Facilities Casualty. In the event any Superior Mortgagee or any Superior Lessor has received proceeds in respect of Tenant Casualty Repair Obligations and such Lender does not require payment of insurance Superior Mortgagee or Superior Lessor shall refuse to release such proceeds to itTenant, Landlord shall be obligated, at Landlord's cost and expense, to perform or cause to be performed 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesTenant Casualty Repair Obligations.

Casualty. Each Party If the Premises or the Building (including machinery or equipment used in its operation) shall give prompt be damaged by fire or other casualty 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, within sixty (60) days of such damage or destruction, deliver to Tenant an estimate of the duration of the period in which the Premises will be untenantable, 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 Party within fifteen (15) days after the delivery to Tenant of any casualty Landlord's 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 repair and restore the LandfillPremises, 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 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 recovered with request thereto. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease by virtue of any delays in completion of such repairs and restoration, provided Tenant may terminate this Lease if the repairs are not completed within one hundred eighty (180) days from the date of the damage, provided the 180 days shall be payable either 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 (1except fires or casualties resulting from Tenant's fault or neglect). Notwithstanding anything to the contrary herein set forth, Landlord shall have no duty pursuant to this Paragraph 12(c) to repair or restore any portion of the alterations, additions or improvements in the Premises or the decoration thereto except to the extent that such alterations, additions, improvements and decoration were installed by Landlord. Notwithstanding Landlord's restoration obligation, in the event any mortgagee under a Lender financing deed to secure debt, security agreement or mortgage on the Damaged Facilities or, (2) if there is no Lender financing Building should require that the Damaged Facilities or such Lender does not require payment of insurance proceeds be used to itretire 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 have no obligation to rebuild and this Lease shall terminate as of 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 later of (i) to fund reconstruction the date of such casualty or (ii) if a portion of the Damaged Facilities, or Premises is occupied by Tenant upon thirty days (230) prior written notice by Landlord to construct Replacement Facilities reasonably acceptable to the other Party serving the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 PartyTenant. Notwithstanding anything in this Section 11.3 herein to the contrary, if Tenant shall be responsible for the Agreement is terminated pursuant to Section 1.1 before reconstruction repair and replacement of the Damaged Facilities or construction Tenant Alterations and all of Tenant's personal property in 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesPremises.

Casualty. Each Party If the Project (excluding Tenant’s trade fixtures, equipment, furniture and personal property) is damaged by fire or other casualty, and (i) the insurance proceeds received by Landlord 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 (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 give prompt remain in effect and Landlord shall repair the damage as soon as reasonably possible. If any of the foregoing conditions requiring Landlord to repair the Project is not met, either Landlord or Tenant may elect either to (i) terminate this Lease; or (ii) repair the damage as soon a reasonably possible, in which event this Lease shall remain in full force and effect (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 other Party Lease as permitted under this Section 19, or (ii) Landlord’s estimate for reconstruction of any casualty 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 Landfillright, the Gas Collection Systemsto be exercised within thirty (30) days after receipt of Landlord’s Notice, the CCS or the LCS or any part thereof of which causes such facilities to become Damaged Facilitieselect, 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, all proceeds 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 insurance 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 payable either effective thirty (130) 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 Lender financing lease in the Damaged Facilities orevent of the destruction of a leased property, (2) if there is no Lender financing and agrees that the Damaged Facilities provisions of this paragraph shall govern in the event of any destruction of the Building. Landlord shall not be required to repair any of Tenant’s trade fixtures, equipment, furniture or such Lender does not require payment personal property. Tenant shall promptly notify Landlord of insurance proceeds to it, any fire or other casualty 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesPremises.

Casualty. Each Party If any Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrowers shall give prompt written 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 (to the other Party extent such alterations are of any casualty 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 such Property unless and until such Net Proceeds are made available to Borrowers. It is expressly understood, however, that Borrowers shall not be obligated to restore such Property to the Landfillprecise condition of such Property prior to such Casualty provided such Property is restored, to the Gas Collection Systemsextent practicable, to be of at least equal value and of substantially the CCS 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 participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Net Proceeds or the LCS costs of completing the Restoration are equal to or any part thereof of which causes greater than the Restoration Threshold and the applicable Borrower shall deliver to Lender all instruments reasonably required by Lender to permit such facilities to become Damaged Facilitiesparticipation. In the event of a Casualty in which the Net Proceeds and the costs of completing the Restoration are each less than the Restoration Threshold, Borrowers may settle and adjust such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities claim without Lender’s consent 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesparticipation.

Casualty. Each Party If the Project or any portion thereof should be damaged or destroyed by any casualty, Tenant shall give prompt 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 other Party commencement of any casualty 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 LandfillCCR's, (b) will be substantially similar to or better in quality than the Gas Collection Systemsimprovements as of the Term Commencement Date, (c) in Landlord's sole but reasonable discretion, will have a value which equals or exceeds the CCS or value of the LCS or any part thereof of which causes such facilities improvements prior to become Damaged Facilities. In the event of such casualty, all proceeds of insurance 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 be payable either immediately pay to Landlord (1) to 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 other party as 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If be holding the insurance proceeds are used to reconstruct under SECTION 6.1 hereof) the Damaged Facilitiesapplicable deductible and, within sixty (60) days following the Damaged Facilities shall be promptly and diligently restored to at least the equivalent date of their condition immediately prior to the casualty, and disbursements Tenant's notice 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 election or construction of the Replacement Facilities has been completed, then, subject to any rights that a Lender may have other notice with respect to the insurance proceeds, any excess proceeds unavailability of Tenant's option to rebuild under this SECTION 14.1 (it being understood and agreed that Landlord shall be delivered have sixty (60) days following final resolution of all issues associated with Xxxxxx's right to the affected Party for it’s own use, whether or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of rebuild under this Section 11.3, “excess proceeds” shall be any insurance proceeds not SECTION 14.1 before Landlord is required to restore give the Damaged Facilities to full operation notice required hereby), Landlord shall notify Tenant whether in Landlord's opinion such repairs can be made either (a) within ninety (90) days, (b) in more than ninety (90) days, but in less than twenty-four (24) months, or to complete (c) in more than twenty-four (24) months from the Replacement Facilitiesdate of such notice.

Casualty. Each Party Sublessee’s consent shall give prompt written notice not be required prior to (i) 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 Term and (ii) any election by Sublessor to terminate or continue the Master Lease pursuant to the other Party of any casualty terms thereof. Sublessee shall have the option to terminate the Sublease following damage or destruction to the LandfillSublet Premises, the Gas Collection Systemsparking facilities or access to the Sublet Premises or parking facilities if the estimated period of time for Landlord’s repairs will exceed two hundred forty (240) days from the date of Casualty, such right to be exercised within thirty (30) days of receipt of notice by Sublessee of such estimated period of restoration. If neither Landlord nor Sublessor elect to terminate the CCS or the LCS or any part thereof of which causes such facilities to become Damaged Facilities. In the event Master Lease as a result of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender and Sublessee does not require payment of insurance proceeds elect to it, terminate this Sublease pursuant to the affected Party. Subject to any rights that a Lender may have with respect to such insurance proceedsterms of this Section 17, the affected Party then Sublessor shall use such proceeds, at commercially reasonable efforts to cause Landlord to complete Landlord’s restoration obligations under 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 Master Lease with respect to the insurance proceedsBase Building and the Common Areas. Sublessor shall have no obligation to perform any restoration work concerning the Sublet Premises, and Sublessee shall, at its sole cost and expense, repair any injury or damage to the Tenant Improvements, any excess proceeds shall be delivered subsequent alterations installed by Sublessee and the original tenant improvements existing in the Sublet Premises as of the delivery of the Sublet Premises to Sublessee (exclusive of the affected Party for itBase Building, which includes, to Sublessor’s own use, whether or not related to actual knowledge as of the Landfilldate hereof, the Gas Collection Systemsitems described in Exhibit “E” attached hereto, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not and which Landlord is required to restore pursuant to the Damaged Facilities Master Lease). If the Premises are to full operation be rebuilt or restored following a casualty, Sublessee shall only be entitled to complete an abatement of Rent to the Replacement Facilitiesextent Sublessor actually receives an abatement of Rent pursuant to the Master Lease. The amount of such 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 more shall be subject to Sublessor’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. In addition, Sublessee’s general contractor and all of its other consultants, subcontractors, laborer’s, materialmen and suppliers shall 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 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 terminate a lease due to a casualty.

Casualty. Each Party If Premises are damaged by casualty to such extent that they are rendered untenantable by Tenant or reasonably unsuitable for the conduct of Tenant’s business thereon, Landlord shall give prompt written notice advise Tenant of the length of time required to fully restore the Premises within thirty (30) 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 other Party conduct of any casualty Tenant’s business within one hundred eighty (180) days of the date of casualty, Tenant may terminate this Lease by notifying the Landlord in writing of such termination within ten (10) days after Landlord shall have notified Tenant of the time required. If Landlord 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 Tenant's occupancy pursuant to the Landfilldefinition of Substantial Completion, Tenant shall have the same rights and remedies as set forth in Section 25, 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 Gas Collection SystemsRent shall be reasonably abated during the period of repair based on that portion of the Premises not reasonably usable by 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 and restoration of the entire Premises is completed to Substantial Completion. Notwithstanding the foregoing, the CCS or the LCS or any part thereof of which causes such facilities rental abatement allowed pursuant to become Damaged Facilities. In the event of such casualty, all proceeds of insurance shall be payable either (1) to 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, this Section 16.1 only applies 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the casualtyextent, and disbursements for any period 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 Facilitiestime, 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilities.rental payments to

Casualty. Each Party If any Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrowers shall give prompt written 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 (to the other Party extent such alterations are of any casualty 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 such Property unless and until such Net Proceeds are made available to Borrowers. It is expressly understood, however, that Borrowers shall not be obligated to restore such Property to the Landfillprecise condition of such Property prior to such Casualty provided such Property is restored, to the Gas Collection Systemsextent practicable, to be of at least equal value and of substantially the CCS 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 participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Net Proceeds or the LCS costs of completing the Restoration are equal to or any part thereof of which causes greater than the Restoration Threshold and the applicable Borrower shall deliver to Lender all instruments reasonably required by Lender to permit such facilities to become Damaged Facilitiesparticipation. In the event of a Casualty in which the Net Proceeds and the costs of completing the Restoration are each less than the Restoration Threshold, Borrowers may settle and adjust such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities claim without Lender’s consent 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesparticipation.

Casualty. Each Party 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 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 FacilitiesLandlord. In the event of any fire or other casualty to the Building, Landlord shall, within the later of: (a) ninety (90) days of such fire or other 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, provide Tenant with a written notice (“Landlord’s Notice”) in accordance with this Article 16. In case the Building shall 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 casualty), or in the event of any substantial uninsured loss to the Building, or the mortgagee of any mortgage affecting the 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 proceeds of insurance 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 fire 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 provided in Landlord’s Notice, Tenant shall have the right, to be exercised within fifteen (15) days after receipt of Landlord’s Notice, to elect, by notice to Landlord, to cancel this Lease (“Tenant’s Notice”). In the 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 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 fire or casualty, Tenant may deliver Tenant’s Notice to 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 or otherwise, within ninety (90) days of the effective date of Tenant’s Notice, then this Lease shall be payable either canceled; provided, however, that if Landlord completes restoring the Building, or the portion thereof affecting Tenant’s use and enjoyment of all premises in the Building leased by Tenant, whether pursuant to this Lease or otherwise, within such ninety (190) to a Lender financing the Damaged Facilities ordays, (2) if there this Lease shall continue in full force and effect. If this Lease is terminated by Landlord as above permitted, Landlord and Tenant thereafter shall have no Lender financing the Damaged Facilities further obligation or such Lender does not require payment of insurance proceeds to itclaim, one to the affected Partyother, this Lease shall be deemed null and void and of no further force and effect. Subject 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 rights way from such damage or the repair thereof except that Landlord shall allow Tenant a Lender may 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 insurance proceedspersonal property, 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilitiesfixtures and equipment not so removed. If Landlord elects to restore the insurance proceeds are used to reconstruct the Damaged FacilitiesBuilding as herein provided, the 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 restoration of the Leased Premises Landlord shall be delivered obligated to restore only those portions of the affected Party for itLeased Premises which were originally provided at Landlord’s own useexpense, whether or and the restoration of items in the Leased Premises not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” provided at Landlord’s expense shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesobligation of Tenant.

Casualty. Each Party If the Property or the Worldwide Plaza Amenities shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “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 written 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 other Party Senior Loan Agreement, shall promptly proceed to restore, repair, replace or rebuild the Property and the Worldwide Plaza Amenities (or cause such actions) in accordance with Legal Requirements to be of any casualty at least equal value and of substantially the same character as immediately prior to such damage or destruction. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Owner. In addition, Lender may, but subject to the Landfillright of Senior Lender, participate in any settlement discussions with any insurance companies (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Gas Collection Systems, the CCS Net Proceeds or the LCS costs of completing the Restoration are equal to or greater than $12,250,000.00, and shall approve any part thereof final settlement, if the costs of which 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 facilities claim) shall be due and payable solely to become Damaged FacilitiesSenior Lender and held and disbursed by Senior Lender in accordance with the terms of the Senior Loan Agreement. In the event of such casualtyBorrower, all proceeds of insurance shall be payable either (1) to Owner or any party other than Lender is 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 payee on any rights that a Lender may have check representing Insurance Proceeds with respect to any Casualty, Borrower shall promptly endorse (or cause Owner to endorse), and cause all such insurance proceedsthird parties to endorse, 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 check payable to the other Party serving the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness order of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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, thenLender, 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 that a of Senior Lender. Borrower hereby releases Lender may have from any and all liability with respect to the insurance proceeds, settlement and adjustment by Lender of any excess proceeds shall be delivered claims in respect of any Casualty with respect to which Lender has the affected Party for it’s own use, whether or not related right to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of settle and adjust pursuant to this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilities5.2.

Casualty. Each Party If the Premises or the Building is damaged or destroyed by fire or other casualty covered by insurance, then this Lease shall give prompt written notice continue in full force and effect and Landlord shall proceed to repair or restore the Premises to the other Party condition which Landlord furnished to Tenant upon the commencement of the Term. Landlord shall be under no obligation to restore any casualty Alterations to the LandfillPremises 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 Gas Collection Systemsinsurance proceeds available to Landlord for such repair or restoration. In the event the Premises are repaired as 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 CCS or the LCS 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 causes are untenantable shall be abated until the Premises or such facilities part thereof shall have been put in tenantable condition. Notwithstanding the foregoing, (i) if any destruction or damage to become Damaged Facilities. In the event of such casualtyPremises or to the Building (whether or not the Premises are affected) is so extensive that Landlord, all in its sole discretion, elects not to repair or restore the Premises or Building, or (ii) the proceeds of insurance (which, for purposes of this clause shall be payable either 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 effective as of the date of the damage by written notice to Tenant, such notice to be given within ninety (190) to a Lender financing days after the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities occurrence of such damage or such Lender does not require payment of insurance proceeds to it, destruction. The provisions off this Section are subject to the affected Partyrights of Landlord’s mortgagees, if any. Subject to any rights that a Lender may have with respect to such insurance proceedsNotwithstanding the foregoing, the affected Party shall use such proceeds, at the Party’s option, either (i) if any destruction or damage to fund reconstruction the Premises occurs during the last twelve (12) months of the Damaged Facilities, 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 damage and destruction cannot be repaired within a one hundred eighty (180) day period; or (2iii) to construct Replacement Facilities reasonably acceptable to any casualty or other event renders the other Party serving the same function as the Damaged Facilities, Building or Premises inaccessible or uninhabitable for a continuous one hundred eighty (3180) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 completedday period, then, subject in any such event, Tenant may terminate this Lease by providing written notice to any rights that a Lender may have with respect to Landlord following the insurance proceedsoccurrence of such damage, any excess proceeds shall be delivered to the affected Party for it’s own use, whether destruction or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesevent.

Casualty. Each Party If any improvements on the Premises shall give prompt written notice be destroyed or damaged in whole or in part during the Term, then Landlord shall have the options (exercisable within one-hundred and eighty (180) days from the date 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 other Party extent 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 Facilitiesinsurance 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 that 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. Tenant hereby expressly authorizes Landlord to enter the Premises for such purposes and Tenant agrees that such entry by Landlord shall 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 under Tenant, then all costs and expenses incurred in accomplishing repairs, restoration or reconstruction in excess of the 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 gross negligence or willful misconduct of Tenant or any person occupying the Premises under Tenant, the Rent under the Lease shall xxxxx during any such period of repair, restoration or reconstruction to the Premises, undertaken by Landlord, and Tenant shall have no right to cancel or terminate the Lease as a result of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities damage or such Lender does not require payment of insurance proceeds to itdestruction. Nevertheless, to the affected Party. Subject to extent that any rights that a Lender may have with respect to such insurance proceedsof the above-described property damage is covered by valid, collected insurance, the affected Party shall use such proceeds, at Landlord hereby waives any subrogation rights against 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the casualtyTenant, and disbursements of such insurance proceeds (and the Tenant likewise hereby waives any deficiency) shall be in accordance with disbursement procedures reasonably acceptable to each Party. If subrogation rights against 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesLandlord.

Casualty. Each Party 10.1.1. Tenant shall give prompt 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) terminate this Lease by delivery of written notice thereof to Tenant within ninety (90) days 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 other Party terms of its insurance policy) or (iv) the Holder of any casualty to the Landfill, the Gas Collection Systems, the CCS or the LCS or Security Document requires 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 (1) to 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 proceedsCasualty 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 affected Party shall use such proceeds, at the Party’s option, either (i“Restoration Notice”) to fund reconstruction Tenant setting forth the period of time (the Damaged Facilities, or (2“Estimated Restoration Period”) to construct Replacement Facilities that Landlord reasonably acceptable to the other Party serving the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities believes shall be promptly and diligently restored required to at least complete the equivalent of their condition immediately prior to the casualty, and disbursements of such insurance proceeds Restoration (and any deficiencydefined below) 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 Premises to the affected Party extent necessary to allow Tenant’s use of the Premises for itthe Permitted Use (the “Premises Restoration”). If the Estimated Restoration Period is more than ninety (90) days following the date of Tenant’s own usenotice, whether Tenant shall have the right to terminate this Lease, but only on the condition that Tenant delivers written notice of termination to Landlord on or not related to before the Landfillday that is ten (10) business days after Landlord’s delivery of the Restoration Notice. In addition, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” if Landlord shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or fail to complete the Replacement FacilitiesPremises Restoration, on or before the date that is sixty (60) days after the last day of the Estimated Restoration Period, Tenant shall have the 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 the date that is sixty (60) days after the last day of the Estimated Restoration Period.

Casualty. Each Party If the Leased Premises are damaged by fire or other casualty, Landlord shall promptly give prompt written notice to Tenant whether the other Party Leased Premises can reasonably be repaired within 180 days after the date 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 occurrence of such fire or other casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender . If Landlord notifies Tenant that it does not require payment believe that the Leased Premises can reasonably be repaired within such 180-day period, then both Landlord and Tenant will have the option 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 terminating this Lease by giving written notice thereof to the other Party serving at any time within 30 days after the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness date of Tenant's receipt of the affected Party aforementioned notice from Landlord. If Landlord determines that is secured 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 Landlord will in no event be required to repair any improvements previously made to or any fixtures previously installed in the Leased Premises by Tenant (other than the Damaged Facilitiesimprovements initially constructed to the Leased Premises by Landlord pursuant to Section 9 and Exhibit D). If the insurance proceeds Leased Premises are used to reconstruct rendered untenantable in whole or in part as a result of a fire or other casualty, then all rent accruing after the Damaged Facilities, the Damaged Facilities shall be promptly occurrence of any such fire or other casualty 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 completion of the Damaged Facilities or construction repair of the Replacement Facilities has been completed, then, subject Leased Premises will be equitably and proportionately abated to reflect the untenantable portion of the Leased Premises. Landlord will not be liable to Tenant for any rights that a Lender may have with respect inconvenience or interruption to the insurance proceeds, any excess proceeds shall be delivered to the affected Party for it’s own use, whether Tenant's business occasioned by such fire or not related to the Landfill, the Gas Collection Systems, the CCS other casualty or the LCS. For purposes concomitant repair of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesLeased Premises.

Casualty. Each Party Insurance Landlord shall give prompt written notice maintain causes of loss-special form (previously known as all risks) insurance coverage (or its then equivalent) on the Office Building (excluding any alterations and improvement to the other Party leasable or leased portions of any casualty to the LandfillOffice Building, including, without limitation, the Gas Collection SystemsLeased Premises, the CCS or the LCS or any part thereof of which causes such facilities to become Damaged Facilitiesare above building standard leasehold improvements). In the event of such casualty, all proceeds of Said insurance shall be payable either maintained with an insurance company authorized to do business in Texas, in amounts representing the full replacement cost of the Office Building (1) to 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, excluding any alterations and improvement to the affected Party. Subject to any rights that a Lender may have with respect to such insurance proceedsleasable or leased portions of the Office Building, including, without limitation, the affected Party shall use such proceedsLeased Premises which, are above building standard leasehold improvements), and at the Party’s option, either expense of Landlord (i) to fund reconstruction of the Damaged Facilities, or (2) to construct Replacement Facilities reasonably acceptable to the other Party serving but with the same function to be included in the Operating Expenses as the Damaged Facilities, or (3described in Section 2.4 hereof) and payments for losses thereunder shall be made solely to repay any outstanding indebtedness of the affected Party that is secured by the Damaged FacilitiesLandlord. If the annual premiums to be paid by Landlord shall exceed 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 (and, if necessary, Landlord may allocate the insurance proceeds are used costs of the Office Building to reconstruct give effect to this sentence). Alternatively, Landlord may meet its insurance coverage requirements hereunder through blanket coverage, provided that the Damaged Facilities, coverage thereunder is substantially similar to the Damaged Facilities 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 promptly and diligently restored primary to at least the equivalent of their condition immediately prior to the casualty, and disbursements of such Tenant’s 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 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 proceedscoverage (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 excess proceeds 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 each 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 such insurance policies shall be delivered primary policies, not contributing with and not supplemental to any coverage that Landlord and any Landlord’s mortgagee may carry (with any policies of Landlord and any Landlord’s mortgagee being excess, secondary and non-contributing) in respect to claims relating to the affected Party for it’s own use, whether or Leased Premises and shall not related be cancelable and/or the coverage thereunder shall not be reduced without at least ten (10) days advance written notice to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesLandlord.

Casualty. Each Party If the Property shall sustain a Casualty, Borrowers shall give prompt written notice of such Casualty to Mezzanine Lender and, subject to the other Party requirements of any casualty 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 Landfillcondition the applicable Property was in immediately prior to such Casualty (a "RESTORATION") and otherwise in accordance with this SECTION 5.2.1 and the Senior Loan Documents, it being understood, however, that Borrower, or Owner, as the Gas Collection Systemscase may be, shall not be obligated to restore the CCS applicable Property to the precise condition of the applicable Property prior to such Casualty provided the applicable 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. 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 insurance. Subject to the LCS rights of 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 any part thereof of which causes such facilities to become Damaged FacilitiesOwner. In the event of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing Casualty where the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender loss does not require payment of insurance proceeds exceed the Restoration Threshold, Borrower may cause Owner to it, to the affected Party. Subject to any rights settle and adjust such claim; provided 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 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 Damaged Facilities, event of a Casualty where the loss exceeds the Restoration Threshold 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 outstanding indebtedness if an Event of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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, thenDefault then exists, subject to the rights of Senior 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 rights that a 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 may shall have with respect the right, subject to the insurance proceedsrights of Senior Lender under the Senior Loan Documents, to settle and adjust such claim at such Borrower's cost and without any excess proceeds Borrower's or any Owner's consent. Notwithstanding any Casualty, Borrowers shall be delivered continue to pay the affected Party Obligations at the time and in the manner provided for it’s own use, whether or not related to its payment in the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of Mezzanine Notes and in this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesAgreement.

Casualty. Each Party Except as otherwise provided herein, if the Premises are damaged by fire or other insured casualty and such damage does not equal or exceed forty percent (40%) of the replacement cost thereof, the damage shall give prompt be promptly repaired by 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· to the extent of twenty-five percent (25%) or more of the replacement cost thereof; or (c) any damage to the Premises cannot, in Landlord's sole discretion, be repaired within ninety (90) days of the date of such damage; or (d) the Premises is damaged or destroyed during the last thirty percent (30%) of the term hereof, then Landlord may at its sole discretion terminate this Lease by written notice to Tenant. If Landlord 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 fifteen (15) days after demand therefore, deposits with Landlord a sum of money sufficient to pay the difference between the cost of 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 termination of this Lease pursuant to the provisions of this Section 5.1, the parties shall be released thereby without further obligations to the other Party party coincident with the surrender of any casualty possession of the Premises to the LandfillLandlord, the Gas Collection Systems, the CCS or the LCS or any part thereof of except for items which causes such facilities to become Damaged Facilitieshave theretofore accrued and be then unpaid. In the event of such casualtytermination, all of Tenant's insurance proceeds of insurance covering Tenant's leasehold improvements, but excluding proceeds for trade fixtures, merchandise, signs, and other personal property, shall be payable either (1) disbursed and paid to 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesLandlord.

Casualty. Each Party If any Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrowers shall cause Mortgage Borrowers to give prompt written 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 (to the other Party extent such alterations are of any casualty a type that would require Lender’s approval under Section 5.1.21 hereof) and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement, provided, that if (A) Mortgage Lender is obligated to make Net Proceeds available to Mortgage Borrowers for purposes of Restoration in accordance with Section 6.4 of the Mortgage Loan Agreement, (B) Mortgage Lender has received such Net 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 Mortgage Borrowers shall not be obligated to restore such Property to the Landfillprecise condition of such Property prior to such Casualty provided such Property is restored, to the Gas Collection Systemsextent practicable, to be of at least equal value and of substantially the CCS 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 participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Net Proceeds or the LCS costs of completing the Restoration are equal to or any part thereof of which causes 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 Lender to permit such facilities to become Damaged Facilitiesparticipation. In the event of a Casualty in which the Net Proceeds and the costs of completing the Restoration are each less than the Restoration Threshold, Borrowers may settle and adjust such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities claim without Lender’s consent 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesparticipation.

Casualty. Each Party Anything in this Sublease or the provisions of the Prime Lease to the contrary notwithstanding: (a) in the event the Demised Premises shall be damaged or destroyed as a result of any fire or other 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 be required to give prompt written 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 the other Party Landlord; and (b) Tenant shall have no right to an abatement 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 (1) rent unless Landlord is entitled to 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 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 insurance proceedsabatement shall be limited to the amount of the abatement to which Landlord is entitled under the Prime Lease). If, by reason of such occurrence, the affected Party shall use such proceeds, at Prime Landlord elects to terminate 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 Prime Lease in accordance with disbursement procedures reasonably acceptable the provisions of the Prime Lease then, upon such termination of the Prime Lease, this Sublease shall automatically terminate as if such date of termination were the Expiration Date; provided, however, that if Landlord has the option to each Partyterminate the Prime Lease as to part, but not all, of the Demised Premises, Landlord will not, provided that Tenant is not in default hereunder beyond any applicable Cure Period, terminate the Prime Lease as to the Demised Premises without the prior written consent of Tenant. If Landlord shall not be liable for any inconvenience or annoyance to Tenant or interference or injury to the insurance proceeds (and business of Tenant resulting from any deficiency) are used to construct Replacement Facilities, damage by fire or other casualty or the Replacement Facilities shall be promptly and diligently constructed, and disbursements repair of such insurance proceeds (and any deficiency) damage unless Landlord was responsible therefor. Landlord shall not 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore carry insurance of any kind covering Tenant's property. Landlord shall not be required to repair or replace any of Tenant's improvements or Tenant's property unless Landlord was responsible for the Damaged Facilities to full operation or to complete the Replacement Facilitiescasualty resulting in such damage.

Casualty. Each Party (a) Borrower shall give prompt written notice to the other Party promptly notify Lender of any casualty to the Landfillloss in excess of ONE HUNDRED THOUSAND DOLLARS ($100,000.00), whether covered by insurance or not. In case of loss or damage by fire or other casualty, Lender, or after foreclosure, the Gas Collection Systemsholder of the certificate or certificates of purchase, 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 (1) to 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 authorized (i) to fund reconstruction settle and adjust any claim under insurance policies which insure against such risks (with the duty of the Damaged FacilitiesLender to meet and confer with Borrower), or (2ii) to construct Replacement Facilities reasonably acceptable allow Borrower to agree with the insurance company or companies on the amount to be paid in regard to such loss; provided, however, so 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 involvement or consent and to receive the proceeds directly for application to the other Party serving costs of restoration. In either case, Lender is authorized to collect and receipt for insurance proceeds in excess of ONE HUNDRED THOUSAND DOLLARS ($100,000.00). Subject to the same function preceding Section 1.6(a), provided no Event of Default then exists and Borrower certifies as to same, the Damaged Facilitiesnet insurance proceeds (after deduction of Lender's out of pocket costs and expenses, if any, in collecting the same) shall be made available for the restoration or (3) to repay any outstanding indebtedness repair of the affected Party Property if, in Lender's sole and absolute discretion: (i) restoration or repair and the continued operation of the Property is economically feasible; (ii) no lease has terminated as a result of the loss or damage and all leases remain enforceable under their terms, without modification; (iii) the loss does not occur in the six (6) month period preceding the stated Maturity Date and Lender's independent consultant certifies that is secured by the Damaged Facilities. If restoration of the Property can be completed at least ninety (90) days prior to the Maturity Date; and (iv) the insurance proceeds are used sufficient to reconstruct complete the Damaged Facilitiesrestoration or repair or Borrower has deposited with Lender an amount, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior in cash, which Lender, in its sole discretion, determines is necessary, in addition 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 net insurance proceeds, to pay in full the cost of the restoration or repair (Borrower's deposit shall be disbursed prior to any disbursement of insurance proceeds held by Lender). Any excess proceeds remaining after completion of such repair shall be distributed first to 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 (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 be delivered disbursed pursuant to a construction escrow acceptable to Lender. If an Event of Default then exists, or any of the conditions set forth in clauses (i) through (iv) of this Section 1.6(b) have not been met or satisfied, the net insurance proceeds shall be applied to the affected Party for it’s own useIndebtedness in such order and manner as Lender may elect, whether or not related 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 Landfill, the Gas Collection Systems, the CCS or the LCSIndebtedness shall not be subject to payment of a prepayment premium. For purposes of this Section 11.3, “excess proceeds” shall be Lender may apply any insurance proceeds remaining after completion of restoration to the Indebtedness, or if the above conditions are not required met, Lender may apply all insurance proceeds to restore the Damaged Facilities Indebtedness. In case of loss after foreclosure proceedings have been instituted, the proceeds of any such insurance policy or policies, if not applied as aforesaid in rebuilding or restoring the buildings or improvements, shall be used to full operation or pay the Indebtedness and the balance, if any, shall be paid to complete the Replacement Facilitiespersons entitled thereto.

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 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 of insurance shall be payable either (1) to 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 proceedsapplied, at the Party’s Lender's option, either (ia) to fund reconstruction the reduction of the Damaged FacilitiesSecured 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 (2b) to construct Replacement Facilities reasonably acceptable 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 other Party serving restoration and repair of such damaged Mortgaged Property to as nearly as possible the same function condition as the Damaged Facilitiesexisted prior to such casualty, or (3) except as otherwise approved in writing by Lender, and to repay any outstanding indebtedness of the affected Party diligently prosecute such restoration and repair to completion, paying all costs thereof that is secured by the Damaged Facilities. If the insurance proceeds are used and other sums deposited by Grantor with Lender may be insufficient to reconstruct pay. If at any time or times Lender determines, in Lender's sole discretion, that the Damaged Facilitiesproceeds and such sums deposited by Grantor may be insufficient to pay in full all estimated costs of restoration and repair, the Damaged Facilities 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 promptly held by Lender and diligently restored to at least disbursed in payment of the equivalent of their condition immediately prior to the casualty, and disbursements costs of such insurance proceeds (restoration and any deficiency) shall be repair in accordance with disbursement such procedures reasonably acceptable and subject to each Partysuch conditions as Lender shall require. If Any proceeds of insurance in excess of the insurance proceeds (costs of restoration and any deficiency) are used to construct Replacement Facilitiesrepair shall, at the Replacement Facilities shall option of Lender, 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 applied to the contrary, if the Agreement is terminated pursuant to Section 1.1 before reconstruction reduction of the Damaged Facilities Secured Obligations or construction of the Replacement Facilities has been completed, then, subject to any rights that a Lender may have with respect paid 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesperson legally entitled thereto.

Casualty. Each Party If the Building or the Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”) and if this Lease is not terminated as provided below, then (i) Landlord shall repair and restore the 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 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 all Leasehold Improvements and Tenant’s Personal Property (“Tenant’s Restoration Work”) with reasonable dispatch after the Casualty. Notwithstanding anything to the contrary contained herein, if in Landlord’s sole discretion, it would be appropriate for safety reasons, health reasons or the efficient operation or restoration of the Building or the Premises for Landlord to perform all or a portion of Tenant’s Restoration Work on behalf of Tenant, then (x) Landlord shall give prompt 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 notice demand therefor (or Landlord shall retain from the insurance proceeds paid to Landlord in accordance with the other Party last sentence of any casualty to this Section 10.1) 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 cost of such casualty, all Specified Restoration Work. The proceeds of insurance covering Leasehold Improvements shall be payable either (1) paid to a Lender financing Landlord, and, unless Landlord restores the Damaged Facilities orLeasehold Improvements as part of the Specified Restoration Work, (2) if there is no Lender financing upon the Damaged Facilities or completion of the repair and restoration of such Lender does not require payment Leasehold Improvements and the reoccupancy of the Premises by Tenant, Landlord shall disburse to Tenant the proceeds of insurance proceeds to it, maintained by Tenant covering Leasehold Improvements up 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 outstanding indebtedness of the affected Party that is secured amount so expended by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesTenant.

Casualty. Each Party shall give prompt written notice to If the other Party of any casualty to the Landfill, the Gas Collection Systems, the CCS or the LCS 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. 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 Base Rent, Base Operating Expenses and Operating Expenses Excess shall be abated for that part of the Premises that Tenant is unable to use without substantial interference 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 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, (a) 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, or (b) 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 (c) if Landlord reasonably believes that there shall be less than two (2) years remaining in the Term (exclusive of any extension options) upon the substantial completion of such repairs and restoration, or ( d) if any mortgagee or lender fails or refuses to make sufficient insurance proceeds available for repairs and restoration, or ( e) if zoning or other Applicable Law or regulations do not permit such repairs and restoration, Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within one hundred eighty (180) 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 of termination. Notwithstanding anything to the contrary in this Section 19, in the event that (i) any damage by fire or other casualty for which causes Landlord is responsible for repairing pursuant to this Section 19 renders the entirety of the Premises unfit for occupancy by Tenant (including damage which renders the Premises inaccessible), (ii) Tenant does not occupy any portion of the Premises following the casualty event, (iii) Landlord does not exercise its right to terminate the Lease pursuant to this Section 19, and (iv) Landlord fails to substantially complete the repairs required of Landlord within two hundred seventy (270) days following the end of the casualty event, Tenant shall have the right to terminate the Lease by providing written notice to Landlord, such facilities termination to become Damaged Facilitiesbe effective thirty (30) days after notice from Tenant is received by Landlord, unless Landlord substantially completes the repairs within such thirty (30) day period (in which case Tenant's termination election shall be deemed rescinded and shall have no force or effect). All time periods provided in this Section for Landlord's performance shall be subject to extension on account of delays in effectuating a satisfactory settlement with any insurance company involved and events beyond Landlord's reasonable control. In the event of such casualtyany damage or destruction to the Building or Premises, all proceeds of insurance it shall be payable either (1) Tenant's responsibility to a Lender financing secure the Damaged Facilities orPremises and, (2) if there is no Lender financing the Damaged Facilities or such Lender does not require payment of insurance proceeds to itupon notice from Landlord, 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 proceedsremove forthwith, at the Party’s optionits sole cost and expense, either (i) property belonging to fund reconstruction Tenant or its licensees from such portion of the Damaged Facilities, or (2) to construct Replacement Facilities reasonably acceptable to the other Party serving the same function Premises as the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities Landlord 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesrequest.

Casualty. Each Party (a) If the Building or the Premises shall give prompt written be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”) and if this Lease is not terminated as provided below, then (i) Landlord shall repair and restore the Building and the Premises (including 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 other Party 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 casualty 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 Landfillbenefit of Tenant and Landlord, as applicable, and (except as otherwise provided herein) may only be utilized by Landlord for the Gas Collection Systems, the CCS or the LCS or any part thereof restoration of which causes such facilities to become Damaged FacilitiesTenant’s Improvements and Betterments. In the event this Lease is terminated then 50% of any remaining portion of such casualtyamount, all proceeds of insurance shall deposited with Landlord by Tenant plus accrued interest, will be payable either (1) refunded to a Lender financing Tenant by Landlord. In the Damaged Facilities or, (2) if there event that the cost to restore Xxxxxx’s Improvements and Betterments is no Lender financing less than 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 amount deposited by Tenant 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 completedLandlord, then, subject in such event, 50% of the amount of such surplus plus any accrued interest thereon will be promptly refunded by Landlord to any rights that a Lender Tenant, and if landlord fails to do so, then upon ten (10) days’ notice given by Tenant to Landlord, Xxxxxx may have with respect to recoup such amount plus interest at the insurance proceeds, any excess proceeds shall be delivered to Interest Rate against the affected Party for itRents from the date of Tenant’s own use, whether or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesnotice.

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 If all or any part thereof of the Premises shall be damaged or destroyed by casualty which causes is insured or required to be insured under this Lease, or by any other casualty if the cost to repair such facilities other casualty does not exceed twenty percent (20%) of the total replacement cost of the Improvements, Tenant shall promptly notify the Landlord thereof, and shall, with reasonable promptness and diligence, rebuild, replace and repair any damage or destruction to become Damaged Facilities. In the event Premises, at its expense, in conformity with the requirements of Section 5.4(a) hereof, in such manner as to restore the same to the same or better condition as existed prior to such casualty, all proceeds using materials of insurance the same or better grade than that of the materials being replaced, and there shall be payable either 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 (1) to a Lender financing the Damaged Facilities orwhich may be Lender, (2) if there is no Lender financing the Damaged Facilities an escrow 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 Facilitiestitle company, or (2a bank or trust company designated by Landlord) and paid to construct Replacement Facilities Tenant, but only against certificates of Tenant, appropriate lien waivers and such other information reasonably acceptable required by Landlord or the proceeds trustee delivered to Landlord from time to time, but not more frequently than once per calendar month, as such work or repair progresses. Each such certificate shall describe the other Party serving work or repair for which Tenant is requesting payment and the same function as 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 Damaged Facilities, work free of liens or (3) to repay any outstanding indebtedness of claims. Any proceeds remaining after Tenant has repaired the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 Premises 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 LCSTenant. For purposes of this Section 11.3, “excess proceeds” No payment shall be made to Tenant if there exists any insurance proceeds Event of Default under this Lease. If Tenant is not required to restore after a casualty, this Lease shall nevertheless remain in full force and effect, with no abatement of Basic Rent or Additional Rent, except that Landlord shall have the Damaged Facilities right to full operation 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 complete the Replacement Facilitiesrestore but does not diligently proceed to do so.

Casualty. Each Party If the Property shall sustain a Casualty, Borrower shall give prompt written notice of such 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 other Party of any casualty condition the 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 the Property to the Landfillprecise condition of the Property prior to such Casualty provided the Property is restored, to the Gas Collection Systemsextent practicable and permitted by Legal Requirements, to be of at least equal value and of substantially the CCS same character as prior to the Casualty. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Administrative Agent may, but shall not be obligated to, make proof of loss if not made promptly by Borrower; provided, however, that any insurance proceeds received by Administrative Agent in respect of such damage or destruction shall be made available to pay the LCS 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 part thereof 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 which causes such facilities to become Damaged Facilitiesthe Property is not materially impaired and the shell of the applicable Improvements are fully complete and closed. In the event of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing Casualty where the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender loss does not require payment exceed the Restoration Threshold, Borrower may settle and adjust such claim without Administrative Agent’s prior consent; provided that (a) no Event of insurance proceeds 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 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 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 proceedsparticipate, at the PartyBorrower’s optioncost, 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 in any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 Partyadjustments. Notwithstanding anything 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 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 LCSAgreement. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilities.5.2.2

Casualty. Each Party shall give prompt written notice to If the other Party of any casualty to the Landfill, the Gas Collection Systems, the CCS or the LCS 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 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, 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, or (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, or (d) if 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, 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 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. If neither party elects to terminate this Lease and Landlord commences to restore the Building but does not substantially complete the repair and restoration of the Building within [***] ([***]) days following the date of casualty, then Tenant may terminate this Lease upon written notice to Landlord as of the end of 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 substantially completes the repairs within such [***] ([***]) day period upon which causes such facilities to become Damaged Facilitiesthe Tenant’s termination shall be vitiated and the Lease shall continue in full force and effect. In the event of such casualtyany damage or destruction to the Building or Premises, all proceeds of insurance it shall be payable either (1) Tenant’s responsibility to a Lender financing secure the Damaged Facilities orPremises and, (2) if there is no Lender financing the Damaged Facilities or such Lender does not require payment of insurance proceeds to itupon notice from Landlord, 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 proceedsremove forthwith, at the Party’s optionits sole cost and expense, either (i) property belonging to fund reconstruction Tenant or its licensees from such portion of the Damaged Facilities, or (2) to construct Replacement Facilities reasonably acceptable to the other Party serving the same function Premises as the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities Landlord 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesrequest.

Casualty. Each Party If the Leased Premises are damaged by fire or other casualty, Landlord shall promptly give prompt written notice to Tenant whether the other Party Leased Premises can reasonably be repaired within 180 days after the date 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 occurrence of such fire or other casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender . If Landlord notifies Tenant that it does not require payment believe that the Leased Premises can reasonably be repaired within such 180-day period, then both Landlord and Tenant will have the option 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 terminating this Lease by giving written notice thereof to the other Party serving at any time within 30 days after the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness date of Tenant's receipt of the affected Party aforementioned notice from Landlord. If Landlord determines that is secured 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 Landlord will in no event be required to repair any improvements previously made to or any fixtures previously installed in the Leased Premises by the Damaged FacilitiesTenant. If the insurance proceeds Leased Premises are used to reconstruct rendered untenantable in whole or in part as a result of a fire or other casualty, then all rent accuring after the Damaged Facilities, the Damaged Facilities shall be promptly occurrence of any such fire or other casualty 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 completion of the Damaged Facilities or construction repair of the Replacement Facilities has been completed, then, subject Leased Premises will be equitably and proportionately abated to reflect the untenantable portion of the Leased Premises. Landlord will not be liable to Tenant for any rights that a Lender may have with respect inconvenience or interruption to the insurance proceeds, any excess proceeds shall be delivered to the affected Party for it’s own use, whether Tenant's business occasioned by such fire or not related to the Landfill, the Gas Collection Systems, the CCS other casualty or the LCSconcomitant repair of the Leased Premises. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilities.EXHIBIT F MASTER LESSOR'S CONSENT

Casualty. Each Party If any Individual Property shall be damaged or destroyed by a Casualty, Borrower shall give prompt written 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 other Party 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 Casualty, Borrower shall (subject to the Landfillright hereinafter set forth of Lender to elect to do so), promptly file a proof of loss with the Gas Collection Systemsrespective insurance company or companies insuring such Casualty. So long as no Event of Default shall have occurred and be continuing, Borrower may settle and adjust any claim on the CCS amount of the Insurance Proceeds to be paid in respect of such Casualty with the insurance company or companies, with the 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. 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 LCS costs of completing the Restoration are equal to or any part thereof of which causes greater than Five Hundred Thousand Dollars ($500,000) and Borrower shall deliver to Lender all instruments required by Lender to permit such facilities to become Damaged Facilitiesparticipation. In the event that Borrower fails to promptly file a proof of such casualty, all proceeds of insurance shall be payable either (1) to 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 loss with respect to such insurance proceedsany Casualty or fails to promptly and diligently proceed to settle and adjust any claims with respect thereto, the affected Party shall use such proceedsthen Lender shall, at the Party’s optionsole cost and expense of Borrower, either (i) have the right to fund reconstruction file such proof of loss, settle and adjust such claim and agree with such insurance company or companies without 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 outstanding indebtedness consent of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the casualtyBorrower, and disbursements of 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 insurance proceeds (and any deficiencyclaim) shall be due and payable solely to Lender and held by Lender in accordance with disbursement procedures reasonably acceptable to each Partythe terms of this Agreement. If In the insurance proceeds (and event Borrower or any deficiency) are used to construct Replacement Facilities, the Replacement Facilities shall be promptly and diligently constructed, and disbursements of such insurance proceeds (and party other than Lender is a payee on 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 check representing Insurance Proceeds with respect to the insurance proceedsany Casualty, any excess proceeds Borrower shall be delivered immediately endorse, and cause all such third parties to endorse, such check payable to the affected Party for it’s own useorder of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, whether or not related coupled with an interest, to endorse any such check payable to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes order of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesLender.

Casualty. Each Party If all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall give prompt cause a general contractor selected by Landlord to provide Landlord with a written estimate of the amount of time required, using standard working methods, to substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within one (1) year from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other Party within ten (10) days after Xxxxxx’s receipt of any casualty the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Landfill, Casualty was caused by the Gas Collection Systems, the CCS negligence or the LCS intentional misconduct of Tenant or any part thereof of which causes such facilities to become Damaged FacilitiesTenant Related Parties. In addition, Landlord, by notice to Tenant within ninety (90) days after the event date of such casualtythe Casualty, all proceeds of insurance shall be payable either have the right to terminate this Lease if: (1) to a Lender financing the Damaged Facilities orPremises have been materially damaged and less than two (2) years of the Term remain after the date of the Casualty, (2) if there is no Lender financing any Mortgagee requires that the Damaged Facilities or such Lender does not require insurance proceeds be applied to the 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, mortgage debt or (3) a material loss to repay any outstanding indebtedness of the affected Party that is secured Building or Premises occurs not covered by the Damaged Facilitiesinsurance required to be maintained by Landlord under the terms of this Lease. If this Lease is terminated by either party on account of any Casualty as provided in this Article 14, then Tenant shall pay to Landlord (by assignment or otherwise) the insurance proceeds are used paid or payable to reconstruct Tenant under the Damaged Facilitiespolicy(ies) referred to in Section 13.02(b) on account of the damage to or loss in the Premises; however, the Damaged Facilities from any such proceeds actually received by Xxxxxx, Tenant shall be promptly and diligently restored entitled to at least the equivalent of their condition immediately prior retain an amount equal to the casualty, and disbursements unamortized portion (amortized over the initial Term on a straight-line basis) of such insurance proceeds the hard costs paid by Tenant to perform the Initial Tenant Work (exclusive of Landlord’s Contribution) and any deficiency) shall be in accordance with disbursement procedures reasonably acceptable to each PartyAlterations. 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilities.14.02

Casualty. Each Party If any Casualty occurs after the Commencement Date, then no Fixed Rent, Additional Rent or Participation Rent shall give prompt written notice xxxxx and, unless this Lease is terminated as hereinafter provided (x) this Lease shall continue in full force and effect and (y) Landlord shall, at its sole cost and expense (subject to the provisions of this Section 17.2), promptly commence and complete the Restoration of the Core and Shell, the 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 the subject of the Restoration, provided that Tenant shall have the right to negotiate with Landlord a mutually 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 exercise reasonable efforts to cooperate with Tenant and coordinate where and to the 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 will not carry insurance of any kind on, and shall have no obligation to 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 obtaining of insurance coverage for loss of any of same shall be at the sole cost and expense of Tenant and any Subtenant, as applicable. If the Casualty is a Substantial Casualty, then either Landlord or Tenant may, by Notice to the other Party party hereto given within ninety (90) days after the Casualty, elect a Casualty Termination effective ninety (90) days after such Notice. Upon any Casualty Termination, Tenant shall assign and transfer to Landlord all of Tenant's rights in and to any casualty of Tenant's Property Insurance Proceeds actually received, or which Tenant is entitled to receive, because of the Landfill, the Gas Collection Systems, the CCS Casualty. Unless Landlord 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 Tenant has validly elected a Casualty Termination: (a) this Lease shall not terminate; and (b) Tenant shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender does not require payment solely responsible for negotiating and adjusting any of insurance proceeds to it, to the affected Party. Subject to any rights Tenant's Property Insurance Proceeds; it being agreed and understood 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities Landlord shall be promptly solely responsible for negotiating and diligently restored to at least the equivalent adjusting any 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesLandlord's Property Insurance Proceeds.

Casualty. Each Party If the Leased Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof 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 FacilitiesLandlord. In the event of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities any fire or such Lender does not require payment of insurance proceeds to it, other casualty to the affected Party. Subject Building, Landlord shall, within the later of: (a) ninety (90) days of such fire or other casualty; or (b) within thirty (30) days of a determination that: (i) the casualty is an uninsured loss; or (ii) any mortgagee refuses to any rights that a Lender may have with respect to such release insurance proceeds, provide Tenant with a written notice (“Landlord’s Notice”) in accordance with this Article 16. In case the affected Party Building shall use 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 proceedscasualty), or in the event of any substantial uninsured loss to the Building, or the mortgagee of any mortgage affecting the Leased Premises does not make insurance proceeds available, Landlord may, at the Party’s 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 (iw) 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 fund this Lease or another lease, or those portions of the Building affecting the use and enjoyment of the Leased Premises (any such premises 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 Facilities, Premises shall exceed two hundred seventy (270) days; or (2y) to construct Replacement Facilities reasonably acceptable to Landlord’s Notice is given in the other Party serving the same function as the Damaged Facilities, or last eighteen (318) to repay any outstanding indebtedness months of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the casualtyTerm, and disbursements Landlord does not elect to terminate this Lease as provided in Landlord’s Notice, Tenant shall have the right, to be exercised within fifteen (15) days after receipt of such insurance proceeds Landlord’s Notice, to elect, by notice to Landlord, to cancel this Lease (and any deficiency) shall be in accordance with disbursement procedures reasonably acceptable to each Party“Tenant’s Notice”). If In the insurance proceeds (and any deficiency) are used to construct Replacement Facilitiesevent this Lease is not terminated by Landlord as hereinabove permitted, 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, thenLandlord shall, subject to Excusable Delay, commence and proceed with reasonable diligence to restore the portion of 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 fire or casualty, Tenant may deliver Tenant’s Notice to Landlord, and, in such event, if Landlord does not complete restoring the Building, or the portion thereof affecting Tenant’s use and enjoyment of the Leased Premises, within ninety (90) days of the effective date of Tenant’s Notice, then this Lease shall be canceled; provided, however, that if Landlord completes restoring the Building, or the portion thereof affecting Tenant’s use and enjoyment of the Leased Premises within such ninety (90) days, this Lease shall 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 rights 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 Lender may 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 insurance proceeds, any excess proceeds restoration of the Leased Premises Landlord shall be delivered obligated to restore only those portions of the affected Party for itLeased Premises which were originally provided at Landlord’s own useexpense, whether or and the restoration of items in the Leased Premises not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” provided at Landlord’s expense shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesobligation of Tenant.

Casualty. Each Party If the Property shall sustain a Casualty, Borrower shall give prompt written notice of such 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 other Party of any casualty condition the 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 the Property to the Landfillprecise condition of the Property prior to such Casualty provided the Property is restored, to the Gas Collection Systemsextent practicable and permitted by Legal Requirements, to be of at least equal value and of substantially the CCS same character as prior to the Casualty. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Administrative Agent may, but shall not be obligated to, make proof of loss if not made promptly by Borrower; provided, however, that any insurance proceeds received by Administrative Agent in respect of such damage or destruction shall be made available to pay the LCS 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 part thereof 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 which causes such facilities to become Damaged Facilitiesthe Property is not materially impaired and the shell of the applicable Improvements are fully complete and closed. In the event of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing Casualty where the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender loss does not require payment exceed the Restoration Threshold, Borrower may settle and adjust such claim without Administrative Agent’s prior consent; provided that (a) no Event of insurance proceeds 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 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 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 proceedsparticipate, at the PartyBorrower’s optioncost, 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 in any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 Partyadjustments. Notwithstanding anything 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 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesAgreement.

Casualty. Each Party shall give prompt written notice to If the Leased Premises, but not including other Party of any casualty to improvements made by Tenant within the LandfillLeased Premises (but including Landlord's Initial Construction), the Gas Collection Systems, the CCS or the LCS or any part thereof shall be damaged by fire or other casualty, Landlord shall proceed with reasonable diligence, and at the expense of Landlord, to repair or cause to be repaired such damage; provided, however, that Landlord's obligations with respect to restoration shall not require Landlord to expend more than the net proceeds of insurance recovered and available to Landlord. Landlord shall have no responsibility for any repairs or damage to or replacements of, Tenant's personal property and property which Tenant may be required to remove as provided in this Lease. All such repairs and replacements shall be promptly made by and at the expense of Tenant. If the Leased Premises, but not including the Improvements within the Leased Premises, or any part thereof, shall have been rendered unfit for use and occupation hereunder by reason of such damage for a period of five (5) or more days, the Base Rent or a just and proportionate part thereof, according to the nature and extent to which the Leased Premises shall have been so rendered unfit, shall be suspended or abated retroactive to the date on which such portion of the Leased Premises became unfit for occupancy, until the Leased Premises (except as to the property which is to be repaired by or at the expense of Tenant) shall have been restored as nearly as practicably may be to the condition in which they were immediately prior to such fire or other casualty. Within sixty (60) days of such damage, Landlord shall give Tenant notice ("Landlord's Notice") in writing of its reasonable estimate of the length of time it will take to restore such damage ("Estimated Time to Repair"). If the Estimated Time to Repair is one hundred eighty (180) days or less from the date of casualty, Landlord shall proceed to make repairs. If Landlord fails to substantially so restore (to a condition of Substantial Completion as defined in Schedule A-1) the Leased Premises within one hundred eighty (180) days from the date of such damage, (as such period may be extended on account of delays in such completion which are beyond the reasonable control of Landlord), Tenant may, if it has paid all sums then payable to Landlord, terminate this Lease by notice to Landlord and this Lease shall terminate forty-five (45) days after delivery of such notice fully as if such date were the original expiration date of this Lease; provided, that if Landlord substantially restores the Leased Premises within such forty-five (45) day period such termination shall be deemed null and void and the Lease will continue as if such restoration occurred within the one hundred eighty (180) day period. Landlord shall not be liable for delays in the making of any such repairs which are due to governmental regulations, casualties and strikes, unavailability of labor and materials, and other causes beyond the control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from such facilities delays in repairing such damage. If the Estimated Time to become Damaged FacilitiesRepair, as specified in Landlord's notice, exceeds one hundred eighty (180) days, Tenant may terminate the Lease by giving written notice ("Tenant's Notice") to Landlord within five (5) business days of its receipt of Landlord's Notice specifying the Estimated Time to Repair, the effective date of such termination to be thirty (30) days from the date of Tenant's Notice. Notwithstanding the foregoing, if either (a) the Leased Premises shall be damaged materially by any such fire or other casualty during the 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 casualtytermination, all proceeds this Lease and the Lease Term hereof shall expire as of insurance such effective termination date and the Base Rent and additional rent shall be payable either (1) to a Lender financing apportioned as of such date; and if the Damaged Facilities or, (2) if there is no Lender financing Leased Premises or any part thereof shall have been rendered unfit for use and occupation by reason of such damage the Damaged Facilities Base Rent for the period from the date of the fire or such Lender does not require payment of insurance proceeds to it, other casualty 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 Facilitieseffective termination date, or (2) to construct Replacement Facilities reasonably acceptable a just and proportionate part thereof, according to the other Party serving nature and extent to which the same function as the Damaged FacilitiesLeased Premises shall have been so rendered unfit, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesabated.

Casualty. Each Party If the Property shall sustain a Casualty, Borrower shall give prompt written notice of such 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 other Party condition the Property was in immediately prior to such Casualty in accordance with the terms of any casualty the Mortgage Loan Documents (a “Restoration”) and otherwise in accordance with Section 5.3 of the Mortgage Loan Agreement, it being understood, however, that Mortgage Borrower shall not be obligated to restore the Property to the Landfillprecise condition of the Property prior to such Casualty provided the Property is restored, to the Gas Collection Systemsextent practicable, to be of at least equal quality and of substantially the CCS same character as prior to the Casualty. Borrower shall pay or the LCS cause to be paid all costs of such Restoration whether or any part thereof not such costs are covered by insurance. Agent may, but shall not be obligated to, make proof of which causes such facilities to become Damaged Facilitiesloss if not made promptly by Borrower. In the event of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing Casualty where the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender loss does not require payment exceed the Restoration Threshold as reasonably determined by Agent, Borrower may, or cause Mortgage Borrower to, settle and adjust such claim; provided that (a) no Event of insurance proceeds 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 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 proceedsparticipate, at the PartyBorrower’s optioncost, 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 in any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 Partyadjustments. Notwithstanding anything 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 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesAgreement.

Casualty. Each Party If the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt written 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 other Party 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 such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any casualty settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Landfill, the Gas Collection Systems, the CCS Net Proceeds or the LCS costs of completing the Restoration are equal to or greater than the Restoration Threshold and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Any Insurance Proceeds in connection with any part thereof Casualty (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 which causes such facilities to become Damaged Facilitiesthis Agreement. In the event of such casualty, all proceeds of insurance shall be payable either (1) to Borrower or any party other than Lender is 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 payee on any rights that a Lender may have check representing Insurance Proceeds with respect to any Casualty, Borrower shall immediately endorse, and cause all such insurance proceedsthird parties to endorse, such check payable to the affected Party 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 use such proceeds, at the Party’s option, either (i) to fund reconstruction become part of the Damaged FacilitiesObligations, 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 outstanding indebtedness of the affected Party that is shall be secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities Loan Documents and shall be promptly reimbursed by Borrower to Lender upon demand. Borrower hereby releases Lender from any 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 all liability with respect to the insurance proceeds, settlement and adjustment by Lender of 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 LCS. For purposes claims in respect of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesCasualty.

Casualty. Each Party 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 prompt 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) Tenant’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, 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 restoration of the Facility in all material respects to its condition prior to the other Party Casualty (but in no event to exceed the scope of any casualty the Plans) so that upon completion of same, the value and rental value of the Premises shall be at least equal to the Landfillvalue 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 ten (10) days 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 time to Tenant. If the estimate of Landlord’s architect provides that the time required to substantially complete the Casualty Restoration 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%) percent of the replacement cost of the Facility (exclusive of excavations, foundations and footings) and Landlord disagrees with such estimate, the Gas Collection Systems, the CCS or the LCS or any part thereof of which causes such facilities foregoing procedure to become Damaged Facilities. In the event of such casualty, all proceeds of insurance arrive at an approved time estimate shall be payable either (1) to 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 employed 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiescost estimate.

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 loss of, or damage to the Building or the Property or any portion thereof by fire or other casualty, all proceeds the rights and obligations of insurance the parties hereto shall be payable either as follows: (1a) to a Lender financing If the Damaged Facilities orPremises, or any part thereof, shall be damaged by fire or other casualty, (2x) if there is no Lender financing the Damaged Facilities or Tenant shall give prompt notice thereof to Landlord, (y) Landlord, upon receiving such Lender does not require payment of insurance proceeds to itnotice, shall, to the affected Party. Subject extent such items are not laboratory or tenant specific, proceed promptly and with due diligence, subject to any rights that a Lender may have unavoidable delays and the terms of this Article 13.0, to repair, or cause to be repaired, such damage with respect to such insurance proceedsthe foundation, floor slab, structure, roof, exterior doors and walls, exterior windows and facade and utility connections from the affected Party shall use such proceeds, at street to the Party’s option, either (i) to fund reconstruction inside of the Damaged FacilitiesBuilding (but not including distribution within the Building) and (z) upon notice from Landlord (“Landlord’s Restoration Directive Notice”) Tenant shall proceed promptly and with due diligence, subject to unavoidable delays and the terms of this Article 13.0, to repair, or (2) cause to construct Replacement Facilities reasonably acceptable be repaired, such damage which is laboratory or tenant specific and all other damage not specifically to be repaired by Landlord pursuant to the other Party serving forgoing language of this sentence (“Tenant Improvements”); provided, however, that Tenant shall not be required to commence installation of Tenant’s Improvements sooner than is practical and reasonable given the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness progress of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 PartyLandlord’s repair work. Notwithstanding anything in this Section 11.3 Lease to the contrary, if the Agreement is terminated pursuant Landlord shall not be required to Section 1.1 before reconstruction (i) repair any Tenant Improvements or (ii) expend in excess of the Damaged Facilities 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 construction 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 Replacement Facilities has been completedfollowing: (o) the date on which Tenant substantially completes Tenant’s restoration obligations under this Article 13.0, then“CASUALTY”, subject (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 any rights that a Lender may have with respect to the insurance proceeds, any excess proceeds Tenant Improvements shall be delivered paid directly to the affected Party for it’s own use, whether or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” Landlord and such funds shall be any insurance proceeds not required to restore disbursed in accordance with the Damaged Facilities to full operation or to complete the Replacement Facilities.following conditions:

Casualty. Each Party Tenant agrees that in case of damage to, or destruction of, any Improvements by fire or other casualty occurring before January 1, 2068, 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 give prompt 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 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 an extent greater than fifty percent (50%) of the then-replacement value thereof, by fire or other casualty occurring on or after January 1, 2068, Tenant may, at its option by written notice to Landlord given within ninety (90) days of the other Party of any casualty casualty, (i) terminate this Lease by delivering 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 Landlord written notice of such casualtytermination, together with all proceeds of insurance shall be payable either (1) to 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 payable with respect to such insurance proceedsfire 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 affected Party shall use such proceedsPremises, at except for those obligations which expressly survive the Party’s option, either (i) to fund reconstruction of the Damaged Facilitiestermination hereof, or (2ii) exercise the Option, otherwise subject to construct Replacement Facilities reasonably acceptable 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 other Party serving the physical and economic value of same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior to the casualty, and disbursements happening of such fire or other casualty; provided, that Tenant's obligations in this regard shall be limited to the amount of insurance proceeds (and received by Tenant or any deficiency) shall be Leasehold Mortgagee in accordance with disbursement procedures reasonably acceptable to each Party. If herewith or the amount of insurance proceeds that would have been so received had Tenant maintained the insurance proceeds (and any deficiency) are used to construct Replacement Facilities, coverage required by Article 6. Unless Tenant terminates this Lease or exercises 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 Option pursuant to Section 1.1 before reconstruction this section, Rent shall not xxxxx upon the occurrence of the Damaged Facilities any damage to or construction destruction 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesImprovements.

Casualty. Each Party The Trustor will give the Beneficiary prompt notice of -------- damage to or destruction of any Improvements on the Property and in case of loss covered by policies of insurance, the Beneficiary is hereby authorized to make proof of loss if not made promptly by the Trustor or any lessee. Any expenses incurred by the 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 give prompt written notice be added to and become a part of the indebtedness secured hereby and all be reimbursed to the other Party Beneficiary, together with accrued interest thereon, immediately upon demand. Upon the occurrence of damage to or destruction of any casualty to Improvements, if Beneficiary shall so elect in its sole and unfettered discretion (and notwithstanding whether the LandfillBeneficiary's security is impaired), Beneficiary shall make 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 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 payable either (1) applied by the Beneficiary upon or in reduction of the indebtedness secured hereby then most remotely due. If the Beneficiary shall require that the Improvements be repaired or rebuilt, then the repair, restoration, replacement or rebuilding of the Improvements shall be to a Lender financing condition of at least equal value as prior to such damage or destructions. Insurance proceeds made available for restoration, repair, replacement or rebuilding of the Damaged Facilities orImprovements shall be disbursed from time to time (provided no default exists in the Note or this Deed of Trust or any other Loan Document at the time of each such disbursement), (2) if there is no Lender financing through a construction disbursement agent selected or approved ny Beneficiary. Plans and specifications for the Damaged Facilities restoration, repair, replacement or such Lender does not require rebuilding shall be submitted to for approval by the Beneficiary prior to the commencement of the work. Any surplus which may remain out of said insurance proceeds after 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 proceedscosts of building and restoration may, at the Party’s option, either (i) to fund reconstruction option of the Damaged FacilitiesBeneficiary, 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 outstanding indebtedness be applied either on account of the affected Party that is indebtedness secured by hereby then most remotely to be paid or be paid to any person or persons entitled thereto. Application or release of proceeds under the Damaged Facilitiesprovisions hereby shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities No interest shall be promptly and diligently restored to at least allowed on account of any such proceeds or any other funds held in 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 hands 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 Beneficiary or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesdisbursing party hereunder.

Casualty. Each Party shall give prompt written notice Subject to the other Party of any casualty to the LandfillSection 5.2(b) and Section 5.2(c), the Gas Collection Systems, the CCS or the LCS or any part thereof of which causes such facilities to become Damaged Facilities. In 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 casualtyImprovements, 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 (under 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, no later than six (6) months 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 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 the Construction Fund, all proceeds amounts remaining on deposit in the 2021A Account of insurance the Construction Fund shall continue to be available to fund construction of the Site and the Improvements and shall be payable either (1) disbursed by the Trustee in accordance with Section 3.10 of the Indenture and Section 9.2 of the Project Implementation Agreement prior to a Lender financing disbursement by the Damaged Facilities or, (2) if there is no Lender financing Trustee of any Casualty Proceeds deposited in the Damaged Facilities or such Lender does not require payment of insurance proceeds to it, Insurance and Condemnation Fund and subsequently transferred to the affected Party2021A Account of the Construction Fund. Subject to Upon completion of repair or restoration of such damage or destruction, as applicable, free and clear of mechanics or other liens, any rights that a Lender may have remaining balance of the Casualty Proceeds in the 2021A Account of the Construction Fund with respect to such insurance proceedsdamage or destruction, the affected Party shall use such proceeds, as applicable (exclusive of any proceeds applicable to RIDA’s personal property that would be retained by RIDA at the Party’s option, either (i) to fund reconstruction end of the Damaged FacilitiesTerm, or (2) all of which shall be paid to construct Replacement Facilities reasonably acceptable 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 has a Permitted Financing Encumbrance outstanding, then such amount shall be paid to the other Party serving Permitted Lender that has the same function as highest priority lien to be applied against the Damaged Facilities, or (3) to repay any outstanding indebtedness of the affected Party that is secured by its Permitted Financing Encumbrance to the Damaged Facilitiesextent 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, 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 insurance proceeds are used to reconstruct Permitted Mortgage Lender is the Damaged Facilitiestrustee for disbursement, then the Damaged Facilities shall be promptly and diligently restored to at least Permitted Mortgage Lender may disburse the equivalent of their condition immediately prior to the casualty, and disbursements of such insurance proceeds (and any deficiency) shall be 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 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 the Parties, or if the Parties fail to 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 ninety (90) days after the insurer first makes available such Casualty Proceeds for repair, restoration or replacement. In satisfaction of its obligation under the preceding sentence, RIDA may provide a letter(s) of credit or a completion guaranty, in each case, in a form reasonably acceptable to each Party. If of the insurance proceeds (and any deficiency) are used to construct Replacement FacilitiesCity, the Replacement Facilities Port and the JEPA, in an amount equal to such deficiency. As and to the extent provided in the Project Implementation Agreement, the provisions of Article 9 of the Project Implementation Agreement shall be promptly apply to all work performed pursuant to this Section 5.2. Notwithstanding the foregoing, if RIDA and diligently constructedthe Permitted Lender are not able to obtain sufficient Casualty 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 Site or Improvements within ninety (90) days of such damage or destruction, and disbursements 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 Permitted Lender have used their best efforts to obtain sufficient construction funds, then RIDA and 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 such insurance proceeds damage or destruction) in which to commence to repair, restore or replace the damaged Site and Improvements (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 including commencing engineering or construction of the Replacement Facilities has been completed, then, subject to any rights that a Lender may have permitting 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesthereto).

Casualty. Each Party If the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt written notice of such damage to Lender and shall either (i) promptly commence and diligently prosecute the completion of the Restoration of the Property as nearly as possible to the other Party 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 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 approved by Lender (to the extent that Borrower has such approval rights under the Ground Lease) and otherwise in accordance with Section 5.4 (if applicable). 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 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 continuing, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation (but 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) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement (but only to the fullest extent permitted under the Ground Lease while the Ground Lease is in effect (i.e., Borrower is entitled to take receipt 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 FacilitiesInsurance Proceeds)). In the event of such casualty, all proceeds of insurance shall be payable either (1) Borrower or any party other than Lender is a payee on any check representing Insurance Proceeds with respect to 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 itany Casualty, to the affected Partyextent that Borrower has the right 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. Subject to any rights that a The expenses incurred by Lender may have with respect to such insurance proceeds, in the affected Party adjustment and collection of Insurance Proceeds shall use such proceeds, at the Party’s option, either (i) to fund reconstruction become part of the Damaged FacilitiesObligations, 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 outstanding indebtedness of the affected Party that is shall be secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities Loan Documents and shall be promptly reimbursed by Borrower to Lender upon demand. Borrower hereby releases Lender from any 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 all liability with respect to the insurance proceeds, settlement and adjustment by Lender of 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 LCS. For purposes claims in respect of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesCasualty.

Casualty. Each Party The Landlord shall give prompt written 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 the Premises. If a fire or casualty destroys all or part of the Premises (as determined by the Landlord's insurance company), then the Landlord's obligation to restore the Premises and the Tenant's obligation to pay Rent shall be determined in accordance with the terms of this Article. If the Premises can reasonably be restored within ninety (90) days from the date of the casualty (as determined by the Landlord's insurance company), then the Landlord, at its own expense, shall restore the Premises, excluding any alterations, additions, or improvements made by the Tenant. If the Premises cannot reasonably be restored within ninety (90) days from the date of the casualty, then either party may terminate this Lease by giving notice to the other Party of any casualty to party within thirty (30) days from 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 (1) to 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 date 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilitiescasualty. If the insurance proceeds are used to reconstruct Lease is so terminated, then the Damaged FacilitiesLandlord shall not restore the Premises for the Tenant, the Damaged Facilities Tenant shall be promptly vacate the Premises, and diligently restored to at least the equivalent Tenant shall only pay Base Net Rent and Additional Rent due hereunder through the date of their condition immediately prior to 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 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 disbursements Additional Rent for the usable part of such insurance proceeds (and any deficiency) shall be 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 accordance with disbursement procedures reasonably acceptable to each Partythis lease. If the insurance proceeds (and any deficiency) are used to construct Replacement FacilitiesBuilding is completely destroyed, then this Lease shall end as of the Replacement Facilities date of casualty. The Tenant shall not 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 liable to the contrary, if the Agreement is terminated pursuant to Section 1.1 before reconstruction Landlord's property casualty insurance company by way of subrogation or otherwise for any destruction 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 Premises or the LCS. For purposes building, except in the case of a fire or casualty caused by the Tenant's gross negligence, intentional misconduct, or intentional breach of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesLease.

Casualty. Each Party In the event of total or partial destruction of the Building or the Leased Premises by fire, or other casualty, Landlord agrees to promptly restore and repair the Leased Premises; provided, however, Landlord's obligation hereunder shall give prompt be limited to the reconstruction of such of the tenant finish improvements as were originally required to be made by Landlord, 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 one hundred eighty (180) days from the casualty date; or (ii) destroyed by a casualty which is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (i) casualty, either Landlord or Tenant may, or, in the case of a clause (ii) casualty, then Landlord may, upon thirty (30) days' written notice to the other Party of any casualty party, terminate this Lease with respect to the Landfill, the Gas Collection Systems, the CCS or the LCS or any part thereof of which causes such facilities to become Damaged Facilitiesmatters 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 casualtyrequest, all proceeds of insurance which space shall be payable either (1) leased by Landlord to a Lender financing Tenant at the Damaged Facilities orsame rental rate and upon the terms contained in this Lease, (2) if there Provided the casualty rendering the Leased Premises unteriantable is no Lender financing not caused by the Damaged Facilities negligence of Tenant, its contractors, agents, employees, invitees, or such Lender does not require payment of insurance proceeds to itcustomers, to the affected Party. Subject to any rights that a Lender may have with respect Landlord shall relocate Tenant to such insurance proceedstemporary space at Landlord's expense, the affected Party provided, however, Landlord 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall only 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiespay such expenses that are not covered by Tenant's insurance.

Casualty. Each Party If the Property or the Condominium Property shall be damaged or destroyed, in whole or in part, by fire or other casualty resulting in damage exceeding $2,000,000 (a “Casualty”), Borrower shall give prompt written 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 commercially reasonable manner, file and prosecute the adjustment, compromise or settlement of any claims with respect to the other Party of any casualty 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 the LandfillCondominium Property) within fifteen (15) Business Days after Borrower’s actual knowledge of the occurrence of such Casualty. In addition, Lender may participate in any 81 settlement discussions with any insurance companies, and any final settlement shall be subject to Lender’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Lender fails to approve or deny (stating the Gas Collection Systemsreason for such denial) such final settlement within five (5) 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 CCS Net Proceeds or the LCS costs of completing the Restoration are equal to or greater than $15,000,000, and Borrower shall deliver to Lender all instruments reasonably required by Lender to permit such participation. Except as set forth in the foregoing sentence or in the Condominium Documents, any part thereof Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim (if permitted hereunder) or Borrower settles such claim) shall be due and payable to Lender and held and disbursed by Lender in accordance with the terms of which causes such facilities to become Damaged Facilitiesthis Agreement. In the event of such casualty, all proceeds of insurance shall be payable either (1) to Borrower or any party other than Lender is 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 payee on any rights that a Lender may have check representing Insurance Proceeds with respect to any Casualty, Borrower shall immediately endorse, and cause all such insurance proceedsthird parties to endorse, 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 check payable to the other Party serving order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to, upon five (5) Business Days prior notice to Borrower or during the same function as the Damaged Facilitiescontinuance of an Event of Default, or (3) to repay endorse any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior such check payable to the casualty, order of Lender. Borrower hereby releases Lender from any 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 all liability with respect to the insurance proceeds, settlement and adjustment by Lender of 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 LCS. For purposes claims in respect of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesCasualty.

Casualty. Each Party If the Property shall sustain a Casualty, Borrower shall give prompt notice of such 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”) and otherwise in accordance with Section 5.3, 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, provided that Borrower shall have the rights with respect to Net Proceeds set forth in Section 5.3 below. Upon written notice to the other Party Borrower, Lender may, but shall not be obligated to, make proof 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 Facilitiesloss if not made promptly by Borrower. In the event of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing Casualty where the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender loss does not require payment exceed the Restoration Threshold, in Lender’s reasonable determination, Borrower may settle and adjust such claim; provided that (a) no Event of insurance proceeds 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, 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 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 proceedsparticipate, at the PartyBorrower’s optioncost, 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 in any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilities.such

Casualty. Each Party If any Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrowers shall cause Mortgage Borrowers to give prompt written 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 (to the other Party extent such alterations are of any casualty a type that would require Lender’s approval under Section 5.1.21 hereof) and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement, provided, that if (A) Mortgage Lender is 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, (B) Mortgage Lender has received such Net 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 Mortgage Borrowers shall not be obligated to restore such Property to the Landfillprecise condition of such Property prior to such Casualty provided such Property is restored, to the Gas Collection Systemsextent practicable, to be of at least equal value and of substantially the CCS 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 participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Net Proceeds or the LCS costs of completing the Restoration are equal to or any part thereof of which causes 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 Lender to permit such facilities to become Damaged Facilitiesparticipation. In the event of a Casualty in which the Net Proceeds and the costs of completing the Restoration are each less than the Restoration Threshold, Borrowers may settle and adjust such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities claim without Lender’s consent 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesparticipation.

Casualty. Each Party If the Property or the Condominium Property shall be damaged or destroyed, in whole or in part, by fire or other casualty resulting in damage exceeding $2,000,000 (a “Casualty”), Borrower shall give prompt written 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 commercially reasonable manner, file and prosecute the adjustment, compromise or settlement of any claims with respect to the other Party of any casualty 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 the LandfillCondominium Property) within fifteen (15) Business Days after Borrower’s actual knowledge of the occurrence of such Casualty. In addition, Lender may participate in any settlement discussions with any insurance companies, and any final settlement shall be subject to Lender’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Lender fails to approve or deny (stating the Gas Collection Systemsreason for such denial) such final settlement within five (5) 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 CCS Net Proceeds or the LCS costs of completing the Restoration are equal to or greater than $15,000,000, and Borrower shall deliver to Lender all instruments reasonably required by Lender to permit such participation. Except as set forth in the foregoing sentence or in the Condominium Documents, any part thereof Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim (if permitted hereunder) or Borrower settles such claim) shall be due and payable to Lender and held and disbursed by Lender in accordance with the terms of which causes such facilities to become Damaged Facilitiesthis Agreement. In the event of such casualty, all proceeds of insurance shall be payable either (1) to Borrower or any party other than Lender is 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 payee on any rights that a Lender may have check representing Insurance Proceeds with respect to any Casualty, Borrower shall immediately endorse, and cause all such insurance proceedsthird parties to endorse, 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 check payable to the other Party serving order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to, upon five (5) Business Days prior notice to Borrower or during the same function as the Damaged Facilitiescontinuance of an Event of Default, or (3) to repay endorse any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition immediately prior such check payable to the casualty, order of Lender. Borrower hereby releases Lender from any 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 all liability with respect to the insurance proceeds, settlement and adjustment by Lender of 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 LCS. For purposes claims in respect of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesCasualty.

Casualty. Each Party Developer shall give prompt written notice to the other Party promptly notify Comcast of any casualty fire or other damage to the Landfill, the Gas Collection Systems, the CCS or the LCS or any part thereof of which causes such facilities to become Damaged Facilitiesthe Project. In the event of any material damage to any part of the Project, Developer shall telephone Comcast and comply with Owners’ insurance requirements with respect to providing notice to such casualty, all proceeds of insurance shall be payable either (1) to 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 Partycompanies. Subject to the terms of the Major Tenant Lease, Developer is, except as provided below, hereby authorized to act on behalf of Owners to settle any rights that such 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 status of such settlements, adjustments and meetings. Notwithstanding the foregoing, if as a Lender may have with respect result of such fire or other damage Completion of the Project will be delayed by more than fifteen (15) months or the uninsured or underinsured portion of the loss is or will be greater than $[***], Comcast shall be entitled to such insurance proceedsparticipate in the settlement, adjustment and/or meetings. If, pursuant to the affected Party shall use such proceedsMajor Tenant Lease, at Office Owner elects to undertake the Party’s optionrestoration or reconstruction of the Office Unit, either then (i) to fund reconstruction Developer shall undertake restoration of the Damaged Facilities, or Project in accordance with the terms of this Agreement (2) to construct Replacement Facilities reasonably acceptable subject to the other Party serving 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 same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness critical path of the affected Party 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 is secured 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 Damaged Facilities. If balance of the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least retained by 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesOwners.

Casualty. Each Party shall give prompt written notice to (a) If at any time during the other Party term of this Lease, including any casualty to the Landfillextension or renewal thereof, the Gas Collection SystemsPremises is damaged by fire or other casualty, then, unless this Lease is terminated by Landlord or Tenant as hereinafter provided, Landlord shall be obligated to promptly commence, and thereafter prosecute with reasonable diligence, the CCS or reconstruction, restoration and repair of 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 (1) Premises to 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 condition substantially equivalent 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be promptly and diligently restored to at least the equivalent of their condition existing 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 herein to the contrary, if the Agreement is terminated pursuant Landlord shall not be required to Section 1.1 before reconstruction rebuild, replace, or repair any of the Damaged Facilities following: (i) any Premises Alterations; or construction (ii) personal property of Tenant. If the damage renders the Premises inaccessible or untenantable in whole or in part, such that Tenant cannot reasonably use (and Tenant does not use) the Premises for the normal operation of its business, then the Rent provided for herein shall xxxxx thereafter as to the portion of the Replacement Facilities has been completedPremises so affected until such time as same is accessible and restored to a tenantable condition, thenas reasonably determined by Landlord. If the damage renders the Parking Facility inaccessible or unusable in whole or in material part (the “Affected Parking Area”), subject then Landlord shall use commercially reasonable efforts to any rights that provide Tenant with temporary replacement parking (for the amount of parking contained in the Affected Parking Area) within a Lender may have with respect reasonable distance of the Premises until such time as same is accessible and restored to a usable condition, as reasonably determined 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 insurance proceedsPremises, any excess proceeds shall be delivered until such time as the Affected Parking Area is accessible and restored to the affected Party for it’s own usea usable condition, whether or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesas reasonably determined by Landlord.

Casualty. Each Party If any Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrowers shall cause Mortgage Borrowers to give prompt written 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 (to the other Party extent such alterations are of any casualty a type that would require Lender’s approval under Section 5.1.21 hereof) and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement, provided, that if (A) Mortgage Lender is obligated to make Net Proceeds available to Mortgage Borrowers for purposes of Restoration in accordance with Section 6.4 of the Mortgage Loan Agreement, (B) Mortgage Lender has received such Net 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 Mortgage Borrowers shall not be obligated to restore 123 such Property to the Landfillprecise condition of such Property prior to such Casualty provided such Property is restored, to the Gas Collection Systemsextent practicable, to be of at least equal value and of substantially the CCS 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 participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Net Proceeds or the LCS costs of completing the Restoration are equal to or any part thereof of which causes 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 Lender to permit such facilities to become Damaged Facilitiesparticipation. In the event of a Casualty in which the Net Proceeds and the costs of completing the Restoration are each less than the Restoration Threshold, Borrowers may settle and adjust such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities claim without Lender’s consent 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 outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesparticipation.

Casualty. Each Party 21.1 Landlord shall give prompt written notice to maintain causes of loss-special form property insurance covering the other Party Building as it exists on the Lease Date (i.e., as shown on those certain As-Built Drawings prepared by X.X. Xxxxxxx Construction and dated 01-26-2016, hereinafter the "X.X. Xxxxxxx Drawings"), in an amount not less than ninety percent (90%) of any casualty to the Landfillreplacement 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 Gas Collection Systems, the CCS or the LCS or any part thereof cost of all of which causes 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 included as an additional loss payee thereon; provided, however, Landlord 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 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 facilities separate insurance on the Building is taken out and shall promptly deliver to become Damaged FacilitiesLandlord the policy or policies of such insurance. In the event of such casualtythe Premises or the Building are damaged by fire or other cause, all proceeds of insurance shall be payable either (1) and to 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 extent Landlord makes sufficient insurance proceeds available to itTenant for the cost and expense of same, Tenant shall forthwith repair, reconstruct and restore the same as nearly as possible to the affected Party. Subject to any rights condition that a Lender may have with respect the same were in immediately prior to such damage, but with such changes or alterations as may be reasonably requested by Tenant and reasonably acceptable to Landlord or otherwise required by law, and this Lease and Tenant's obligation to pay rent and 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 proceedsproceeds available to Tenant for same, are referred to as the affected Party shall use such proceeds"Restoration Work". Notwithstanding anything otherwise provided above, at the Party’s optionoption of Tenant, either (i) to fund reconstruction Landlord shall perform that portion of the Damaged FacilitiesRestoration Work necessary to repair and restore the Building and the Premises to their condition existing on the Lease Date (as shown 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 (2) to construct Replacement Facilities reasonably acceptable to Tenant's trade fixtures, inventory and other business personal property installed in the other Party serving Building or on the same function as the Damaged FacilitiesPremises by, or (3) to repay any outstanding indebtedness of the affected Party that is secured by the Damaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilitiesbelonging to, the 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 LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement FacilitiesTenant.

Casualty. Each Party If the Premises are destroyed or damaged by fire or other casualty covered by a standard fire and extended coverage policy, then (unless this Lease is terminated by Landlord as hereinafter provided) Landlord shall give prompt written notice proceed, after adjustment of such loss, to repair or restore the Premises to the other Party condition which Landlord furnished to Tenant upon the commencement of the Term, provided, however, Landlord shall be under no obligation to restore any casualty leasehold improvements or Alterations to the LandfillPremises made by Tenant after the Commencement Date 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 Gas Collection Systemsinsurance proceeds available to Landlord for such repair or restoration. If Landlord repairs or restores the Premises 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 CCS or contrary contained herein, Landlord shall be responsible for restoration of the LCS leasehold improvements presently existing in the Premises as of the date of this 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, then a pro rata portion of the rent based upon the number of square feet of area in the Premises which causes are untenantable shall be abated until the Premises or such facilities part thereof shall have been put in tenantable condition. If, however, any destruction or damage to become Damaged Facilities. In the event Premises or Building (regardless of such casualtywhether or not the Premises are affected) is so extensive that Landlord, all in its sole discretion, elects not to repair or restore the Premises or Building, or the proceeds of insurance shall be payable either (1) are not sufficient or available to a Lender financing fully pay the Damaged Facilities orcost of repair or restoration, (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 then Landlord 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 terminate this Lease effective as 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 outstanding indebtedness date of the affected Party that is secured damage by the Damaged Facilitieswritten notice to Tenant. If the insurance proceeds are used to reconstruct the Damaged Facilities, the 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 LCS. For purposes The provisions of this Section 11.3are subject to the rights of Landlord's mortgagees, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesif any.

Casualty. Each Party shall If the Building is damaged by fire or any other casualty, Tenant will immediately give prompt 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 other Party of any casualty to damaged area can reasonably be repaired within 210 days after the Landfill, date on which all requisite permits and licenses for the Gas Collection Systems, repair thereof are obtained from the CCS or the LCS or any part thereof of which causes such facilities to become Damaged Facilitiesappropriate governmental authorities. In the event of such casualty, all proceeds of insurance shall be payable either (1) to a Lender financing the Damaged Facilities or, (2) if there is no Lender financing the Damaged Facilities or such Lender If Landlord notifies Tenant that it does not require payment believe that the damaged area can reasonably be repaired within such 210-day period, then both Landlord and Tenant will have the option 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 terminating this Lease by giving written notice thereof to the other Party serving at any time within thirty days after the same function as the Damaged Facilities, or (3) to repay any outstanding indebtedness date of Tenant's receipt of the affected Party aforementioned notice from Landlord. If Landlord determines that is secured the damaged area can reasonably be repaired within such 210-day period or if neither party elects to terminate this Lease despite the fact that Landlord has determined that the damaged area cannot be reasonably repaired within such 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 Landlord will in no event be required to repair any improvements previously made to the Leased Premises by or at the Damaged Facilitiesrequest of Tenant pursuant to /section/12 hereof. If the insurance proceeds are used to reconstruct 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 Damaged Facilities, the Damaged Facilities shall be promptly occurrence of any such fire or other casualty and diligently restored to at least the equivalent of their condition immediately prior to the casualtycompletion 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 business occasioned by such fire or other casualty or the concomitant repair of the damaged area. In addition to any termination right granted to Tenant under the above provisions, and disbursements of such insurance proceeds (and any deficiency) shall be in accordance with disbursement procedures reasonably acceptable Tenant will also have the right 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 terminate this Section 11.3 to the contrary, Lease if the Agreement Building is terminated pursuant to Section 1.1 before reconstruction damaged by fire or any other casualty within the last twelve months of the Damaged Facilities or construction Lease Term, such that at least 51% of the Replacement Facilities has been completedrentable square footage contained within the Building is rendered untenantable. Upon the occurrence of any event described in the immediately preceding sentence, then, subject Tenant may exercise its termination right by delivering written notice of termination to Landlord within thirty days after the occurrence of 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 such fire or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Damaged Facilities to full operation or to complete the Replacement Facilitiesother casualty.