Common use of Casualty Clause in Contracts

Casualty. (a) If the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty.

Casualty. (ai) If, at any time during the Term, the Building shall be damaged in whole or in part by fire, the elements or other casualty (“Casualty”), Tenant, at Tenant's sole cost, shall repair said damage and restore the Building to substantially the same condition which existed immediately prior to the occurrence of such damage, subject, however, to the requirements of applicable and, to the extent the same does not unreasonably diminish the appraised value of the Property, the changing needs of the Tenant. As long as Tenant has complied with its insurance obligations hereunder, Tenant shall have no obligation to expend any sums greater than the amount of insurance proceeds actually received by Tenant plus the amount of any deductible under the policies of insurance. If tenant elects to self insure, Tenant shall make the Demised Premises money available for restoration on the same basis as if an insurance policy was in effect. (ii) In the case of a casualty impacting parking and/or access, the parties shall agree on a reasonable abatement, and if no agreement can be reached, either party may submit the matter to binding arbitration as permitted herein. (iii) The foregoing subparagraphs (i) and (ii) notwithstanding, if the Building, or any portion of the Property which Tenant, in its reasonable discretion, deems material, shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore during the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection last 2 years of the insurance proceeds attributable initial term or during the last 2 years of any extension period, then, within thirty (30) days after such casualty, Tenant may terminate this Lease upon no fewer than 45 days prior written notice to Landlord, in which event this Lease shall terminate on the date specified in such Casualtynotice. (b) If all or part of In the Demised Premises shall be rendered untenantable by reason event of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist Lease termination as a result of a casualty, or should a “taking” (as defined below) occur, Tenant shall be entitled to recover the value of relocation and moving costs, any Casualtyother costs and expenses incurred by Tenant, and the unamortized costs of its Tenant improvements (“Tenant Improvements”) calculated as follows: Tenant shall be entitled to the actual cost of said Tenant Improvements multiplied by a fraction, the numerator of which is the number of years remaining on the then current Term of the Lease and the denominator of which shall be the number of years remaining under the then current Term of the Lease at the time the Tenant Improvements were purchased. [For example, if the Tenant Improvements cost $1000.00, there are 10 years left in the Term of the Lease and there were 15 years left in the Term of the Lease when the Tenant Improvements were purchased and installed, Tenant would be entitled to $667.00 ($1000.00 multiplied by a fraction, the numerator of which is 10 and the denominator of which is 15).] For purposes hereof, “Tenant Improvements” shall mean any improvements made to the Property by the Tenant.

Casualty. (a) If Grantor shall give Beneficiary prompt notice of any loss or damage to the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such CasualtyTrust Property. (b) If all In case of loss or part damage to the Trust Property covered by any of the Demised Premises shall be rendered untenantable by reason insurance policies described in Section 10 above, Beneficiary (or, after entry of a Casualtydecree of foreclosure, the Fixed Rent and purchaser at the Additional Rent under Sections 2.02 and 2.03 shall be abated in foreclosure sale or decree creditor, as the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: case may be) is hereby authorized at its option either (i) to settle and adjust any claim under such insurance policies without the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs consent of Grantor or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) to allow Grantor to settle and adjust such claim (either jointly with Beneficiary or by Grantor alone, at Beneficiary's discretion); provided that in either case Beneficiary shall, and is hereby authorized to, collect and receipt for any such insurance proceeds. Notwithstanding anything in the date Tenant preceding sentence to the contrary, Beneficiary agrees that it will allow Grantor to settle and adjust any claims under the insurance policies which are in an amount less than $150,000, per incident of loss, up to an aggregate amount of no greater than $300,000. The expenses incurred by Beneficiary in the adjustment and collection of insurance proceeds shall be included in the Obligations, and shall be reimbursed to Beneficiary upon demand or may be deducted by Beneficiary from said insurance proceeds prior to another application thereof. Interest on such amount shall accrue at the Default Rate, beginning ten (10) days after Grantor receives notice of a request for payment of such amount from Beneficiary, until such amount, plus interest, is paid in full. (c) Beneficiary shall permit Grantor to apply the proceeds of insurance policies received in connection with any subtenant reoccupies a portion casualty to pay for the cost of restoring, repairing, replacing or rebuilding the loss or damage to the Trust Property resulting from the casualty ("RESTORATION") if: (i) there is no Event of Default hereunder at the time of such application; (ii) restoration can, in the reasonable judgment of Beneficiary, be completed prior to the maturity of the Demised Premises for Obligations; and (iii) restoration can, in the ordinary conduct reasonable judgment of business Beneficiary, be effected within two (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from 2) years after the date of such occupancy)casualty and in such a manner so that the Trust Property will be of at least equal or greater value to the value than the Trust Property prior to such casualty. Landlord’s determination Otherwise, Beneficiary may elect in its sole discretion to apply such proceeds either (x) towards payment of the date Obligations, notwithstanding the Demised Premises is tenantable fact that the Obligations, or a portion thereof, may not then be due and payable, or (y) to pay for the cost of Restoration. In all events, disbursement of insurance proceeds by Beneficiary (or at Beneficiary's election by a disbursing or escrow agent who shall be controlling unless Tenant disputes selected by Beneficiary and whose fees shall be paid by Grantor), to pay the cost of restoration shall require (i) evidence reasonably satisfactory to Beneficiary of the estimated costs of Restoration, (ii) funds (or assurances reasonably satisfactory to Beneficiary that such funds are available) sufficient in addition to the proceeds of insurance to complete and fully pay for Restoration; and (iii) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, plats of surveys and such other evidences of cost, payment and performance as Beneficiary may reasonably require and approve. Except to the extent Beneficiary fails to turn over insurance proceeds, if any, received by Beneficiary hereunder with respect to such casualty to Grantor, Grantor hereby covenants to restore, repair, replace or rebuild the Improvements, to be of at least equal value, and of substantially the same by written notice character as prior to Landlord within 10 days after such determination by Landlord and pending resolution of such disputeloss or damage, Tenant shall pay Rent all to be effected in accordance with Landlord’s determination. Notwithstanding the foregoingplans, if specifications and procedures to be first submitted to and reasonably approved by reason Beneficiary, and Grantor shall pay all costs of any act such restoring, repairing, replacing or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyrebuilding.

Casualty. (a) If the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty. (c) Landlord shall not carry any insurance on Tenant’s Property, Tenant’s Improvements and Betterments or Fixtures and shall not be obligated to repair or replace the Demised Premises, Tenant’s Property, Tenant’s Improvements and Betterments or Fixtures. Tenant shall look solely to its insurance for recovery of any damage to or loss of Tenant’s Property, Tenant’s Improvements and Betterments or Fixtures. Tenant shall notify Landlord promptly of any Casualty in or affecting the Demised Premises. (d) This Section 7.05 shall be deemed an express agreement governing any damage or destruction of the Demised Premises by fire or other casualty, and Real Property Law §227 providing for such a contingency in the absence of an express agreement, and any other law of like import now or hereafter in force, shall have no application.

Casualty. (a) a. If the Improvements on the Demised Premises or any part thereof shall be partially or totally damaged or destroyed by fire or other casualty, Tenant shall promptly notify Landlord of such destruction or damage. Tenant expressly waives the provisions of any present or future law relating to such damage or destruction and agrees that the provisions of this Lease shall control the rights of Landlord and Tenant. Provided further, that rent shall not xxxxx hereunder by reason of any damage to or destruction of the Improvements, except as specifically provided for in this Lease. b. If the Improvements on the Demised Premises are substantially damaged or destroyed in any single fire or by any single casualty so that they shall be economically unsuitable for restoration for Tenant’s business operations (each, a “Casualty”as determined by Tenant in its sole and absolute discretion), then Tenantin lieu of rebuilding, at replacing, and repairing the Improvements as provided in this Lease, Tenant shall within 90 days after the occurrence of such damage or destruction, give notice to Landlord of Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable intention to such Casualty. (b) If all or part of the Demised Premises terminate this Lease. Such notice shall be rendered untenantable signed by reason the President or a Vice President of a CasualtyTenant and shall (i) specify such termination date (herein in this paragraph called the Termination Date), the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 which shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from on or after the date of the Casualty delivery of such notice, and (ii) contain a certification by Tenant to the earlier of: (i) effect that the date Improvements have been substantially damaged or destroyed and that Tenant has determined that the Demised Premises is made tenantable (are economically unsuitable for restoration for Tenant’s business operations, and will not be rebuilt or repaired by Tenant. If such notice and certificate shall have been delivered, then on or before the Termination Date Tenant shall surrender and deliver the Demised Premises as required under paragraph 35 of this Lease, provided, that if the damaged Improvements shall be cleaned and removed from the Demised Premises to the reasonable satisfaction of Landlord. In such case Tenant’s insurance proceeds shall be applied to the following in the order indicated: (1) to the cost of cleanup and removal of damaged Improvements; (2) to the satisfaction of Leasehold Mortgagees as permitted under this Lease; (3) the worth at the time of termination of any unpaid rent which would have been tenantable received for the remainder of the term (such worth to be computed in the same manner as “worth at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall ceasetime of award” under subparagraph iii of paragraph 20); or and (ii4) the date Tenant or any subtenant reoccupies balance to Tenant. c. If a portion of the Demised Premises for or the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion Improvements shall be payable damaged or destroyed by any fire or other casualty and this Lease is not terminated as provided for herein, then this Lease shall continue in full force and effect and Tenant shall, promptly and diligently after any such damage or destruction and at its own cost and expense, demolish, repair, restore or replace the Improvements to the extent so desired by Tenant. The net proceeds of Tenant’s insurance proceeds shall immediately be paid over to Tenant to be used by Tenant from the date of for such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtypurposes.

Casualty. (a) If In the Demised event the Premises shall be partially or totally are damaged or destroyed by fire or other casualty casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (each, a “Casualty”), then Tenant, at Tenant30) days after settlement of any of Lessor’s sole cost and expense, shall promptly repair and restore insurance claims. In the Demised event Lessor elects to rebuild the Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of restored to its former condition within a Casualtyreasonable time, the Fixed during which time Rent and the Additional Rent under Sections 2.02 and 2.03 Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the proportion that the untenantable area part of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determinationare untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by reason the act, omission, fault or neglect of any act Lessee, or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, Lessee’s employees, agents invitees or contractorsagents, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, then there shall be no abatement of RentRent and Lxxxxx’s pro rata share of Operating Costs. Nothing In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Section 7.05 Article, Lessor shall relieve Tenant from only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any liability that may exist circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as a result of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any Casualtytime thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantable.

Casualty. (a) If the Demised Premises Trust Property shall be partially or totally damaged or destroyed destroyed, in whole or in part, by fire or other casualty (each, a “Casualty”"CASUALTY"), then TenantBorrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, at Tenant’s sole cost and expenseBorrower, regardless of whether insurance proceeds are available, shall promptly repair proceed to restore, repair, replace or rebuild the same to be of at least equal value and restore of substantially the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable same character as prior to such Casualtydamage or destruction (a "CASUALTY RESTORATION"), all to be effected in accordance with applicable law. (b) If a Casualty covered by any of the Policies (an "INSURED CASUALTY") occurs where the loss does not exceed $2,500,000, provided no Default or Event of Default has occurred and is continuing, Borrower may settle and adjust any claim without the prior consent of Lender; provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Insurance Proceeds (as hereinafter defined). In the event of an Insured Casualty where the loss exceeds $2,500,000 (a "SIGNIFICANT CASUALTY"), Lender may, in its sole discretion, settle and adjust any claim without the consent of Borrower and agree with the insurer(s) in a commercially reasonable manner on the amount to be paid on the loss, and the Proceeds shall be due and payable solely to Lender and held by Lender in the Casualty/Condemnation Subaccount and disbursed in accordance herewith. If Borrower or any party other than Lender is a payee on any check representing Proceeds with respect to a Significant Casualty, Borrower shall immediately endorse, and cause all or such third parties to endorse, such check payable to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse such check payable to the order of Lender. The expenses incurred by Lender in the settlement, adjustment and collection of the Proceeds shall become part of the Demised Premises Debt and shall be rendered untenantable reimbursed by reason Borrower to Lender upon demand. Notwithstanding anything to the contrary contained herein, if in connection with a Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack of a Casualtydesignation) by the insurance carrier as to the purpose of such payment, the Fixed Rent as between Lender and the Additional Rent under Sections 2.02 and 2.03 Borrower, such payment shall not be abated in the proportion treated as business or rental interruption insurance proceeds unless Borrower has demonstrated to Lender's reasonable satisfaction that the untenantable area remaining net Proceeds that will be received from the property insurance carriers are sufficient to pay 100% of the Demised Premises bears cost of fully restoring the Improvements or, if such net Proceeds are to be applied to repay the total area of Debt in accordance with the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (providedterms hereof, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restorationsuch remaining net Proceeds, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or together with any subtenant reoccupies a portion of the Demised Premises for amount treated as business or rental interruption insurance that will be paid to Lender, will be sufficient to pay the ordinary conduct Debt in full. (c) Borrower shall promptly give Lender written notice of business the actual or threatened commencement of any condemnation or eminent domain proceeding (a "CONDEMNATION") and shall deliver to Lender copies of any and all papers served in which case connection with such Condemnation. Following the Fixed Rent occurrence of a Condemnation, Borrower, regardless of whether an Award (hereinafter defined) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the Additional Rent allocable same character as prior to such reoccupied portion shall Condemnation (a "CONDEMNATION RESTORATION", together with a Casualty Restoration, collectively a "RESTORATION"), all to be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent effected in accordance with Landlord’s determinationapplicable law. (d) Lender is hereby irrevocably appointed as Borrower's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any award or payment ("AWARD") for any taking accomplished through a Condemnation (a "TAKING") and to make any commercially reasonable compromise or settlement in connection with any such Condemnation, subject to the provisions of this Deed of Trust. Notwithstanding the foregoing, if Borrower shall have the right, provided no Default or Event of Default has occurred and is continuing, to compromise and collect or receive any award that does not exceed $2,500,000. Notwithstanding any Taking by reason of any act public or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds quasi-public authority (including, without limitation, rent insurance proceeds) applicable any transfer made in lieu of or in anticipation of such a Taking), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Note, in this Deed of Trust and the other Loan Documents and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there interest paid on the Award by the condemning authority but shall be no abatement entitled to receive out of Rentthe Award interest at the rate or rates provided in the Note. Nothing contained Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. The expenses incurred by Lender in this Section 7.05 the adjustment and collection of the Award shall relieve Tenant from any liability that may exist as a result become part of any Casualtythe Debt and be secured hereby and shall be reimbursed by Borrower to Lender upon demand.

Casualty. (a) If Grantor shall give Beneficiary prompt notice of any loss or damage to the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such CasualtyTrust Property. (b) If all In case of loss or part damage to the Trust Property covered by any of the Demised Premises shall be rendered untenantable by reason insurance policies described in Section 10 above, Beneficiary (or, after a trustee's sale or sheriff's sale under this Deed of a CasualtyTrust, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: purchaser at such sale) is hereby authorized at its option either (i) to settle and adjust any claim under such insurance policies without the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs consent of Grantor or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) to allow Grantor to settle and adjust such claim (either jointly with Beneficiary or by Grantor alone, at Beneficiary's discretion); provided that in either case Beneficiary shall, and is hereby authorized to, collect and receipt for any such insurance proceeds. Notwithstanding anything in the date Tenant preceding sentence to the contrary, Beneficiary agrees that it will allow Grantor to settle and adjust any claims under the insurance policies which are in an amount less than $150,000, per incident of loss, up to an aggregate amount of no greater than $250,000. The expenses incurred by Beneficiary in the adjustment and collection of insurance proceeds shall be included in the Obligations, and shall be reimbursed to Beneficiary upon demand or may be deducted by Beneficiary from said insurance proceeds prior to another application thereof. Interest on such amount shall accrue at the at the rate of thirteen and one-half percent (13.5%) per annum, beginning ten (10) days after Grantor receives notice of a request for payment of such amount from Beneficiary, until such amount, plus interest, is paid in full. (c) Beneficiary shall permit Grantor to apply the proceeds of insurance policies received in connection with any subtenant reoccupies casualty to pay for the cost of restoring, repairing, replacing or rebuilding the loss or damage to the Trust Property resulting from the casualty ("RESTORATION") if: (i) there is no Event of Default hereunder at the time of such application; (ii) restoration can, in the reasonable judgment of Beneficiary, be completed no later than two (2) years prior to the maturity of the Obligations; and (iii) restoration can, in the reasonable judgment of Beneficiary, be effected in such a manner so that the Trust Property will be of at least equal or greater value to the value than the Trust Property prior to such casualty. Otherwise, Beneficiary may elect in its sole discretion to apply such proceeds either (x) towards payment of the Obligations, notwithstanding the fact that the Obligations, or a portion thereof, may not then be due and payable, or (y) to pay for the cost of Restoration. In all events, disbursement of insurance proceeds by Beneficiary (or at Beneficiary's election by a disbursing or escrow agent who shall be selected by Beneficiary and whose fees shall be paid by Grantor), to pay the cost of restoration shall require (i) evidence reasonably satisfactory to Beneficiary of the Demised Premises estimated costs of Restoration, (ii) funds (or assurances reasonably satisfactory to Beneficiary that such funds are available) sufficient in addition to the proceeds of insurance to complete and fully pay for Restoration; and (iii) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, plats of surveys and such other evidences of cost, payment and performance as Beneficiary may reasonably require and approve. Except to the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable extent Beneficiary fails to turn over insurance proceeds, if any, received by Beneficiary hereunder with respect to such reoccupied portion shall casualty to Grantor, Grantor hereby covenants to restore, repair, replace or rebuild the Improvements, to be payable by Tenant from of at least equal value, and of substantially the date of same character as prior to such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall loss or damage, all to be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent effected in accordance with Landlord’s determination. Notwithstanding the foregoingplans, if specifications and procedures to be first submitted to and reasonably approved by reason Beneficiary, and Grantor shall pay all costs of any act such restoring, repairing, replacing or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyrebuilding.

Casualty. (a) If the Demised Premises Property shall be partially or totally damaged or destroyed destroyed, in whole or in part, by fire or other casualty (each, a “Casualty”), then Tenant(i) if the cost of Restoration for such damage is greater than $100,000.00, at TenantBorrower shall give prompt written notice of such damage to Lender and (ii) subject to Lender’s sole cost and expensecompliance with the provisions of Section 6.4 hereof, shall promptly repair commence and restore diligently prosecute the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection completion of the insurance proceeds attributable Restoration of the Property pursuant to Section 6.4 hereof as nearly as commercially practicable to the condition the Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 hereof. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve the final settlement, which approval shall not be unreasonably withheld or delayed) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than 5% of the outstanding principal amount of the Loan and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. (b) If all or part Notwithstanding anything contained in Section 6.2(a) and Section 6.4 to the contrary, if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Demised Premises shall be rendered untenantable by reason of Lien following a CasualtyCasualty (but taking into account any proposed Restoration on the Property), the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area REMIC Loan to Value Ratio of the Demised Premises bears Property is greater than one hundred twenty-five percent (125%) (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust and excluding the total area value of Personal Property and going concern value), the principal balance of the Demised Premises, for the period from the date of the Casualty to the earlier of: Loan must be paid down by (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs net Insurance Proceeds or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) a “qualified amount” as that term is defined in the date Tenant or any subtenant reoccupies a portion of IRS Revenue Procedure 2010 30, as the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available amended, supplemented or modified from time to Landlordtime, there shall be no abatement unless Lender receives an opinion of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability counsel that may exist the Securitization will not fail to maintain its status as a REMIC Trust as a result of any Casualtythe related release of such portion of the Lien.

Casualty. (a) If the Demised Premises Security Property shall be partially or totally damaged or destroyed destroyed, in whole or in part, by fire or other casualty (each, a an “Insured Casualty”), then TenantBorrower shall give prompt notice thereof to Lender. Following the occurrence of an Insured Casualty, at Tenant’s sole cost and expenseBorrower, regardless of whether insurance proceeds are available, shall promptly repair proceed to restore, repair, replace or rebuild the same to be of at least equal value and restore of substantially the Demised Premisessame character as immediately prior to such damage or destruction, including Landlords’ Workall to be effected in accordance with applicable law. The actual, Tenant’s Improvements out-of-pocket expenses incurred by Lender in the adjustment and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 7 43412-20/Continental Towers shall become part of the Debt and be secured hereby and shall be reimbursed by Borrower to such CasualtyLender upon demand. (b) If all In case of loss or part damages covered by any of the Demised Premises shall be rendered untenantable by reason of a CasualtyPolicies, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 following provisions shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier ofapply: (i) In the date event of an Insured Casualty that does not exceed the Demised Premises lesser of (a) $2,500,000.00 or (b) ten percent (10%) of the then outstanding principal balance of the Note, Borrower may settle and adjust any claim without the consent of Lender and agree with the insurance company or companies on the amount to be paid upon the loss; provided that such adjustment is made tenantable (providedcarried out in a competent and timely manner. In such case, that if the Demised Premises would have been tenantable at an earlier date but Borrower is hereby authorized to collect and receipt for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on any such earlier date and the abatement shall cease); orinsurance proceeds. (ii) In the date Tenant event an Insured Casualty shall exceed the lesser of (a) $2,500,000.00 or any subtenant reoccupies a portion (b) ten percent (10%) of the Demised Premises for then outstanding principal balance of the ordinary conduct Note, then and in that event, Lender may settle and adjust any claim without the consent of business (in which case Borrower and agree with the Fixed Rent insurance company or companies on the amount to be paid on the loss and the Additional Rent allocable to proceeds of any such reoccupied portion policy shall be due and payable solely to Lender and held in escrow by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent Lender in accordance with Landlordthe terms of this Security Instrument. (iii) In the event of an Insured Casualty where the loss is in an aggregate amount less than thirty percent (30%) of the original principal balance of the Note, and if, in the reasonable judgment of Lender, the Security Property can be restored within nine (9) months of the Insured Casualty and no later than six (6) months prior to the Maturity Date (as defined in the Note) to an economic unit not materially less valuable (including an assessment of the impact of the termination of any Leases due to such Insured Casualty) and not less useful than the same was immediately prior to the Insured Casualty, and after such restoration will adequately secure the outstanding balance of the Debt, then, if no Event of Default (as hereinafter defined) shall have occurred and be then continuing, the proceeds of insurance (after reimbursement of any actual, out-of-pocket expenses incurred by Lender) shall be applied towards the cost of restoring, repairing, replacing or rebuilding the Security Property or part thereof subject to the Insured Casualty, in the manner set forth below. Borrower hereby covenants and agrees to commence and diligently to prosecute such restoring, repairing, replacing or rebuilding; provided always, that Borrower shall pay all costs (and if required by Lender, Borrower shall deposit the total thereof with Lender in advance) of such restoring, repairing, replacing or rebuilding in excess of the net proceeds of insurance made available pursuant to the terms hereof. (iv) Except as provided above in clauses (ii) and (iii) of this Section 4, the proceeds of insurance collected upon any Insured Casualty shall, at the option of Lender in its sole discretion, be applied to the payment of the Debt or applied to reimburse Borrower for the cost of restoring, repairing, replacing or rebuilding the Security Property or part thereof subject to the Insured Casualty, in the manner set forth below. Any such application to the Debt shall be without any prepayment consideration. Any such application to the Debt shall be applied to those payments of principal and interest last due under the Note but shall not postpone or reduce any payments otherwise required pursuant to the Note other than such last due payments. In the event Lender elects for the proceeds of insurance to be applied to the payment of the Debt, AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 8 43412-20/Continental Towers Borrower and Other Borrower shall have the right to prepay the entirety of the Debt without any prepayment consideration within fifteen (15) days after Lender provides notice to Borrower of Lender’s determinationelection to so apply such proceeds. Notwithstanding the foregoing, if by reason in the event of any act or omission by Tenantan Insured Casualty, any subtenant or any as defined in the Other Mortgage, with respect to the Other Property in which Lender elects for the proceeds of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall insurance to be unable applied to collect all pay the entirety of the insurance proceeds Other Loan, Borrower shall have the right to prepay the entirety of the Borrower Note without any prepayment consideration within fifteen (including, without limitation, rent insurance 15) days after Lender notifies Other Borrower of Lender’s election to so apply such proceeds) applicable . In no event shall Borrower have the right to prepay the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement entirety of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist the Borrower Note as a result of the application by Lender of insurance proceeds unless the entirety of the Debt pursuant to the terms hereof is simultaneously prepaid in full. (v) In the event Borrower is entitled to reimbursement out of insurance proceeds held by Lender, such proceeds shall be disbursed from time to time upon Lender being furnished with (1) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, repair, replacement and rebuilding, (2) funds or, at Lender’s option, assurances reasonably satisfactory to Lender that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed restoration, repair, replacement and rebuilding, and (3) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other reasonable evidences of cost, payment and performance as Lender may reasonably require and approve. Lender may, in any Casualtyevent, require that all plans and specifications for such restoration, repair, replacement and rebuilding be submitted to and reasonably approved by Lender prior to commencement of work. No payment made prior to the final completion of the restoration, repair, replacement and rebuilding shall exceed ninety percent (90%) of the first fifty percent (50%) of the value of the work performed and ninety-five percent (95%) of the remaining fifty percent (50%) of the value of the work performed from time to time; funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably committed to the reasonable satisfaction of Lender by or on behalf of Borrower for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration, repair, replacement or rebuilding, free and clear of all liens or claims for lien. Any surplus which may remain out of insurance proceeds held by Lender after payment of such costs of restoration, repair, replacement or rebuilding shall be paid to Borrower.

Casualty. (aA) If the Demised Premises or any part thereof are damaged by fire or other casualty, Tenant shall be give prompt notice thereof to Landlord. If the Premises or the Building are totally or partially or totally damaged or destroyed by fire or other casualty 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 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 (eachincluding carpeting, a “Casualty”)floor coverings, then Tenantpaneling, 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. (B) 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 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 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. (C) All time periods provided in this Section 19 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 any damage or destruction to the Building or Premises, it shall be Tenant’s responsibility to secure the Premises and, upon notice from Landlord, to remove forthwith, at its sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with property belonging to Tenant or without the collection its licensees from such portion of the insurance proceeds attributable to such CasualtyPremises as Landlord shall request. (bD) If all Tenant waives the benefit of N.J.S.A 46:8-6 and N.J.S.A. 46:8-7 and any similar or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, successor law. Except as specifically provided for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 19, Xxxxxx agrees that it shall relieve Tenant from not be relieved of its obligations to pay Base Rent, Additional Rent, the Electricity Charge or any liability that may exist as a result other items of Rent in the event of damage or destruction of the Building or any Casualty.portion thereof

Casualty. (a) If the Demised 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 Tenant, at Tenant’s sole cost and expense, (i) Landlord shall promptly repair and restore the Demised Premises, including Landlords’ Work, Building and the Premises (excluding all Fixtures and Tenant’s Improvements 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 Casualty and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such CasualtyCasualty and (ii) Tenant shall repair and restore in accordance with Section 4.02 all Fixtures and Tenant’s Property with reasonable dispatch after Landlord shall have substantially completed repair and restoration of the Building and the Premises (excluding all Fixtures and Tenant’s Property); provided, that Tenant shall repair and restore in accordance with Section 4.02 hereof all Tenant’s Property, Fixtures and improvements and betterments with reasonable dispatch immediately after the Casualty to the extent (x) such repair and restoration is necessary to permit Landlord to commence, perform and complete repair and restoration of the Building and the Premises or (y) in accordance with good construction practice, such work should be performed prior to, or concurrently with, repair and restoration of the Building and the Premises. (b) If all or part of the Demised Premises shall be rendered untenantable Untenantable by reason of a Casualty, the Fixed Rent and the Recurring Additional Rent under Sections 2.02 and 2.03 Charges shall be abated in the proportion that the untenantable Untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: to occur of (i) 120 days after the date on which Landlord shall have performed its obligations under Section 7.05(a)(i), (ii) the date the Demised Untenantable area of the Premises (or any portion thereof) is made tenantable (it being understood and agreed that the term “tenantable” for purposes of this Section 7.05 shall mean that the Premises (or any portion thereof) is in a condition which permits Tenant to occupy the same for general, administrative and executive office uses) (provided, that if the Demised Premises (or a portion thereof) would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises (or such portion thereof) shall be deemed to have been made tenantable on such earlier date and the abatement (with respect to such portion, if applicable) shall cease); or ) or (iiiii) the date Tenant or any subtenant reoccupies the Untenantable area of the Premises (or a portion of the Demised Premises thereof) for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent Charges allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises (or a portion thereof) is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days Business Days after such determination by Landlord Landlord, and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty. (c) If by reason of a Casualty (i) the Building shall be so damaged or destroyed (whether or not the Premises are damaged or destroyed) that repair or restoration thereof shall require more than 365 days or the expenditure of more than 30% percent of the full insurable value of the Building (which, for purposes of this Section 7.05(c), shall mean replacement cost less the cost of footings, foundations and other structures below the street and first floors of the Building) immediately prior to the Casualty and Landlord shall give notices terminating leases or has terminated leases (including this Lease) for office space in the Building affecting not less than 75% of the then leased rentable square footage of the office space in the Building or (ii) more than 30% of the Premises shall be damaged or destroyed (as estimated in either such case by a reputable contractor, architect or engineer designated by Landlord), then in any such case Landlord may terminate this Lease by notice given to Tenant within 120 days after the Casualty. (d) (i) Supplementing the foregoing provisions of this Section 7.05, within 90 days after Landlord has actual knowledge of any Casualty rendering 50% or more of the Premises Untenantable, Landlord shall deliver to Tenant an estimate prepared by a reputable contractor selected by Landlord, having at least 10 years’ experience in such matters, setting forth such contractor’s estimate as to the time and cost reasonably required to repair such damage in order to make the Premises (or the Untenantable portion thereof) no longer Untenantable. If the period set forth in any such estimate exceeds 365 days from the date of such Casualty, Tenant may terminate this Lease by notice to Landlord given not later than 30 days following Tenant’s receipt of such estimate (time being of the essence). If Tenant shall timely exercise such election, this Lease and the term and estate granted hereby shall terminate on the 60th day after notice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the terms of this Lease. If the time period set forth in said estimate exceeds 365 days from the date of such Casualty and Tenant has not elected to terminate this Lease as set forth above, and for any reason whatsoever (other than Unavoidable Delay or delay caused by Tenant or Tenant’s employees, agents or contractors) Landlord shall not complete the repair and restoration that Landlord is obligated to perform hereunder within 90 days after the date set forth in the estimate as the date by which the repair and restoration should reasonably be completed, then Tenant shall have the further right to terminate this Lease by notice to Landlord given not later than 30 days following the last day of such 90-day period after the date set forth in the estimate (time being of the essence) and this Lease shall terminate on the 30th day after such notice is given by Tenant.

Casualty. (a) If after the Demised Premises shall be partially Effective Date and prior to the Closing the Real Property or totally Improvements is damaged or destroyed by fire or other casualty (each, a “Casualty”), then TenantSeller shall, at Tenant’s sole cost and expensepromptly upon Seller, shall promptly repair and restore the Demised PremisesAFE, including Landlords’ WorkPXR, Tenant’s Improvements and BettermentsPXURA or PXLA receiving actual knowledge thereof, Tenant’s Property and Fixtures with or without the collection notify Purchaser of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualtysame. If, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of such Casualty, Schwab is entitled to and elects to terminate its Lease with respect to the Real Property or Improvements (a “Casualty Tenant Termination Event”), then Seller shall promptly upon Seller, AFE, PXR, PXURA or PXLA receiving notice of such Casualty Tenant Termination Event notify Purchaser of the same (a “Casualty Tenant Termination Notice”). Within five (5) days after receipt of the Casualty Tenant Termination Notice (but in no event later than the Closing Date), Purchaser shall notify Seller in writing of Purchaser’s election to either (i) terminate this Agreement in which case, Escrow Agent shall immediately direct any Xxxxxxx Money previously deposited by Purchaser with Escrow Agent in accordance with Section 3.4 hereof and thereafter the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) to acquire the Membership Interests notwithstanding the Casualty Tenant Termination Event. If (i) Purchaser elects to acquire the Membership Interests notwithstanding the Casualty Tenant Termination Event or fails to terminate this Agreement with respect to the Membership Interests within such five (5) day period, or (ii) such Casualty does not give rise to a Casualty Tenant Termination Event, then Purchaser shall proceed to Closing, and as of Closing, (1) Seller shall provide written confirmation that any resulting insurance proceeds (including any rent loss insurance and rent abatement insurance applicable to any period beginning with the Closing Date) due AFE, PXR, PXURA, PXLA or an affiliate of Seller as a result of such Casualty will be available after Closing to AFE, PXR, PXURA and PXLA to effectuate the needed repairs, (2) AFE, PXR, PXURA and PXLA shall maintain full responsibility for all needed repairs (subject to the terms of the Schwab Lease with respect to any rights of Schwab), and (3) Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies to the extent not payable by Schwab. Notwithstanding anything contained herein to the contrary, if a Casualty shall occur to the Real Property or Improvements and, as a result of such Casualty, the lender providing the Term Financing Commitment will not close the loan contemplated by the Term Financing Commitment with respect to the Membership Interests, GECC will not close the GE Bridge Loan with respect to the Membership Interests or Senior Lender will not close the Bridge Loan with respect to the Membership Interests (as applicable pursuant to Section 4.3.2), then, this Agreement shall automatically terminate in which case, Escrow Agent shall immediately direct any Xxxxxxx Money previously deposited by Purchaser with Escrow Agent in accordance with Section 3.4 hereof and thereafter the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof.

Casualty. (a) If the Demised 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 terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to 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 date 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 about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be partially limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or totally signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or destroyed (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (eachalthough the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, Landlord shall promptly repair and restore have the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection right to terminate this Lease by giving written notice of the insurance proceeds attributable such termination to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from within 90 days after the date of such occupancy). Landlord’s determination Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, notice and Rent shall (except to the extent Tenant shall pay Rent in accordance with Landlord’s determinationhas continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the foregoingabove, as to the event of (i) or (ii) above, if by reason of any act or omission by TenantLandlord elects to terminate this Lease, any subtenant or any of their respective partnersthe Tenant may prevent this termination if, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance proceeds (including, without limitation, rent insurance proceeds) applicable and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only xxxxx to the Casualty, then, without prejudice date Tenant elects to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyrestore the Leased Premises at its expense.

Casualty. (a) If the Demised 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 Tenant, at Tenant’s sole cost and expense, (i) Landlord shall promptly repair and restore the Demised Premises, including Landlords’ Work, Building and the Premises (excluding all Fixtures and Tenant’s Improvements 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 Casualty and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty and (ii) Tenant shall repair and restore in accordance with Section 4.02 all Fixtures and Tenant’s Property with reasonable dispatch after the Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 2.04 and 2.03 2.05 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: of (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or ) or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord Landlord, and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlordagainst Tenant, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty. (c) If by reason of a Casualty (i) the Building shall be totally damaged or destroyed, (ii) the Building shall be so damaged or destroyed (whether or not the Premises are damaged or destroyed) that Landlord’s repair or restoration shall require more than 270 days or the expenditure of more than 20% percent of the full insurable value of the Building (which, for purposes of this Section 7.05(c), shall mean replacement cost less the cost of footings, foundations and other structures below the street and first floors of the Building) immediately prior to the Casualty or (iii) more than 30% of the Premises shall be damaged or destroyed (as estimated in any such case by a reputable contractor, architect or engineer designated by Landlord), then in any such case Landlord may terminate this Lease by notice given to Tenant within 180 days after the Casualty. (d) Landlord shall not carry any insurance on any Tenant’s Property or Fixtures and shall not be obligated to repair or replace Tenant’s Property or Fixtures. Tenant shall look solely to Tenant’s insurance for recovery of any damage to or loss of Tenant’s Property or Fixtures. Tenant shall notify Landlord promptly of any Casualty in the Premises. (e) This Section 7.05 shall be deemed an express agreement governing any damage or destruction of the Premises by fire or other casualty, and Section 227 of the New York Real Property Law providing for such a contingency in the absence of an express agreement, and any other law of like import now or hereafter in force, shall have no application.

Casualty. (a) If all or any portion of the Demised Premises shall be partially becomes untenantable or totally damaged or destroyed inaccessible by fire or other casualty to the Premises or the Common Areas (each, collectively a “Casualty”), Landlord, with reasonable promptness, shall 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 two hundred ten (210) days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within ten (10) days after Xxxxxx’s receipt of the Completion Estimate. Tenant, at Tenant’s sole cost and expensehowever, shall promptly repair and restore not have the Demised Premisesright to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, including Landlords’ WorkLandlord, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable by notice to such Casualty. Tenant within ninety (b90) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from days after the date of the Casualty Casualty, shall have the right to the earlier of: terminate this Lease if: (i1) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date materially damaged and the abatement shall cease); or less than two (ii2) the date Tenant or any subtenant reoccupies a portion years of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from Term remain after the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of Casualty; (2) any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of requires that the insurance proceeds (including, without limitation, rent insurance proceeds) applicable be applied to the Casualtypayment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises occurs, then, without prejudice provided that the foregoing shall not apply to any other remedies which may be available a loss that is uninsured due to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyfailure by Landlord to carry standard casualty insurance on the Building.

Casualty. (a) 17.1.1 If the Demised Premises Premises, or any portion thereof, shall be partially damaged during the Term by fire or totally any casualty insurable under the standard fire and extended coverage insurance policies maintained by Landlord, but are not wholly untenantable, the Landlord shall repair and/or rebuild the same as promptly as possible, provided that the proceeds from Landlord’s insurance policies are available to Landlord. The Landlord shall not be required to repair or rebuild any fixtures, installations, improvements, or leasehold improvements made to the interior of the Premises by Tenant, nor Tenant’s exterior signs. Such repairs and/or replacements are to be made by Tenant. In such event, the Lease shall not terminate, but shall remain in full force and effect, and a proportionate reduction in the fixed monthly rent shall be made from the time of such fire or casualty until said premises are repaired or restored, except (i) if the Tenant can use and occupy the Premises without substantial inconvenience; or (ii) if said repairs are delayed at the request or by reason of any act on the part of the Tenant which prevents or delays the repair of said premises by Landlord, there shall be no reduction in rent while said premises are being repaired, nor for any period of delay caused by or requested by Tenant. Landlord’s obligation to repair shall be subject to any delays from labor troubles, material shortages, insurance claim negotiations, or any other causes, whether similar or dissimilar to the foregoing, beyond Landlord’s control. 17.1.2 If the Premises are rendered wholly untenantable by fire or other cause, or if the Premises or the building in which they are located should be damaged or destroyed by fire or other casualty (eachcasualty, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore to the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with extent of 50% or without the collection more of the insurance proceeds attributable to such Casualty. (b) If all monetary value of either thereof, whether the Premises themselves be damaged or part not, or so that 50% or more of the Demised Premises floor space contained in either thereof shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualtyuntenantable, then, without prejudice and in that event, Landlord may, at its option, terminate this Lease or elect to any other remedies which may be available to Landlordrepair or rebuild the same. If, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtydamage either to the Premises or to the building of which they are a part, the Landlord determines to demolish or rebuild the premises, or the building of which they are a part, then, and in any such event, the Landlord may also terminate this Lease. In any of the foregoing instances, the Landlord shall notify the Tenant as to its election within 60 days after the casualty in question. If the Landlord elects to terminate this Lease, then the same shall terminate 30 days after such notice is given, and the Tenant shall immediately vacate the Premises and surrender the same to the Landlord, paying the rent to the time of such vacation and surrender, subject to an equitable abatement from the time of said damage. If the Landlord does not elect to terminate this Lease, the Landlord shall repair and/or rebuild the Premises as promptly as possible, subject to any delay from causes beyond its reasonable control, and the term shall continue in full force and effect, subject to equitable abatement in the fixed minimum monthly rental from the time of said damage or destruction until said premises are repaired or restored.

Casualty. (a) If If, prior to the Demised Premises shall be partially Closing Date, all or totally any portion of the Real Property and Improvements is destroyed or damaged or destroyed by fire or other casualty (eachcasualty, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly Contributor will not be obligated to repair and restore any damage or destruction to the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Real Property and Fixtures with or without the collection of Improvements, but (x) Contributor will assign at Closing and turn over to BKP the insurance proceeds attributable to such Casualty. (b) If all or part net of the Demised Premises shall be rendered untenantable by reason of a Casualtyfollowing (collectively, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: “Collection Costs”) (i) the date costs (including reasonable attorneys’ fees) incurred by Contributor in connection with the Demised Premises is made tenantable (providedsettlement of any insurance claim with respect to such casualty, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant proceeds of any rental loss, business interruption or any subtenant reoccupies a portion similar insurance that are allocable to the period prior to the Closing Date, and (iii) the reasonable out-of-pocket costs incurred by Contributor in stabilizing and/or restoring the Property following such casualty (or if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty and (y) the parties will proceed to the Closing pursuant to the terms hereof without abatement of the Demised Premises Consideration, except that BKP will receive a credit for the ordinary conduct of business (in which case the Fixed Rent any proceeds received by Contributor and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant a credit for any uninsured amount or insurance deductible that is actually deducted from the date of such occupancyproceeds made available to BKP (collectively, the “Deductible”). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason in the event that the casualty causes damage, the cost of any act which to repair shall equal or omission by Tenant, any subtenant exceed $20,000,000 or the casualty is of such a nature as to entitle an Anchor Tenant or any other Tenants occupying more than twenty-five percent (25%) of their respective partnersthe rentable square feet in the aggregate to terminate its Lease pursuant to the terms thereof, directorsBKP, officersat its election may (i) terminate this Agreement and receive the return of its Xxxxxxx Money Deposit, servantswhereupon, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee the parties shall be unable relieved of all obligations hereunder, except with respect to collect all of the Termination Surviving Obligations; or (ii) proceed with the Closing, and Contributor will assign at Closing and turn over to BKP the insurance proceeds net of the Collection Costs (includingor if such have not been awarded, without limitationall of its right, rent insurance proceedstitle and interest therein) applicable payable with respect to such fire or other casualty, and BKP shall receive a credit for any proceeds received by Contributor and any Deductible that is actually deducted from the Casualty, then, without prejudice to any other remedies which may be proceeds made available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyBKP.

Casualty. Borrower shall give Lender prompt notice of any loss or damage to the Premises the cost to repair which could reasonably be expected to be in excess of $250,000 in the aggregate and, subject to the rights of the Mortgage Lender under the Mortgage Loan Documents, Intermediate Mez Lender under the Intermediate Mex Loan Documents and Senior Mez Lender under the Senior Mez Loan Documents (which shall in all respects supercede the rights of Lender under this Section 2.31): (a) If After the Demised Premises Mortgage Loan, the Intermediate Mez Loan and the Senior Mez Loan have been paid in full, (i) in the event of any loss or damage covered by any insurance, Lender shall apply any insurance proceeds in the same manner such proceeds would be partially required to be applied by Mortgage Lender under the Mortgage and other Mortgage Loan Documents and (ii) Borrower shall not adjust, compromise or totally damaged settle any claim for such proceeds without the prior written consent of Lender, which shall not be unreasonably withheld or destroyed by fire or other casualty (each, a “Casualty”), then Tenantdelayed and Lender shall have the right, at TenantBorrower’s sole cost and expense, to participate in any settlement or adjustment of Insurance Proceeds; provided, however, that, except during the continuance of an Event of Default, Lender’s consent shall promptly repair not be required with respect to the adjustment, compromising or settlement of any claim for proceeds in an amount less than $1,000,000. The expenses incurred by Lender in the adjustment and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of such proceeds of insurance shall be additional Debt of Borrower, and shall be reimbursed to Lender upon demand or, at Lender’s option, in the event and to the extent sufficient proceeds are available, deducted by Lender from such proceeds of insurance prior to any other application thereof. If the Mortgage Loan, the Intermediate Mez Loan and the Senior Mez Loan have been paid in full, each insurance company which has issued insurance is hereby authorized and directed to make payment for all losses covered by such insurance to Lender alone, and not to Lender and Borrower, Intermediate Mez Borrower, Senior Mez Borrower or Owner jointly. Borrower agrees to execute and cause Owner, Intermediate Mez Borrower and Senior Mez Borrower to execute all documents and make all deliveries required in order to permit adjustment and payment of insurance proceeds attributable to such Casualtyas provided above. (b) If Subject to the prior rights of Mortgage Lender, Intermediate Mez Lender and Senior Mez Lender, Borrower hereby assigns to Lender the proceeds of all or part insurance (other than worker’s compensation and liability insurance) obtained pursuant to this Agreement, all of which proceeds shall be payable to Lender as collateral and further security for the payment of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent Debt and the Additional Rent performance of Borrower’s obligations hereunder and under Sections 2.02 the other Loan Documents, and 2.03 shall be abated Borrower hereby authorizes and directs the issuer of any such insurance to, subject to the rights of Mortgage Lender, Intermediate Mez Lender and Senior Mez Lender, make payment of such proceeds directly to Lender. Lender may, in its sole discretion, apply the proportion that the untenantable area proceeds of insurance received upon any casualty to any one or more of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: following: (i) the date payment of the Demised Premises is made tenantable Debt, whether or not then due, in any proportion or priority as Lender, in its discretion, may elect, (providedii) the repair or restoration of the Property, that if (iii) the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently cure of any Default or (iv) the reimbursement of the costs and expenses of Lender incurred pursuant to prosecute repairs or restoration, then the Demised Premises terms hereof. Nothing herein contained shall be deemed to have been made tenantable on such earlier date excuse Borrower from repairing or maintaining or causing Owner to repair or maintain the Property as provided in this Agreement or restoring or causing Owner to restore all damage or destruction to the Property, regardless of the sufficiency of the proceeds, and the abatement shall cease); or (ii) the date Tenant application or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable release by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason Lender of any act proceeds shall not cure or omission by Tenant, waive any subtenant Default or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtynotice thereof.

Casualty. (a) If the Demised Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give immediate notice thereof to Landlord and this Lease shall continue in full force and effect except as hereinafter set forth. If all or any part of the Premises shall be partially or totally damaged or destroyed by fire or other casualty (eachcasualty, a “Casualty”), then Tenant, at Tenant’s sole cost the Condominium Documents shall govern any obligations to effect such repairs and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualtyrebuilding. (b) If all the Premises are partially damaged or rendered partially unusable (“Partial Casualty”) by fire or other casualty other than a “Substantial Casualty” as defined below, the damages thereto shall be repaired by and at the expense of Landlord with due diligence and using commercially reasonable efforts to complete such repairs in a timely manner and the Rent and Additional Rent, until such repair shall be substantially completed, shall be apportioned from the day following the casualty according to the part of the Demised Premises which is usable. “Substantial Casualty” shall be rendered untenantable defined as any damage by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: fire or other casualty which either: (i) destroys thirty (30%) percent or more of the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease)Premises; or (ii) renders the date Tenant Premises unavailable for Tenant’s use for a period of more than sixty (60) days; or any subtenant reoccupies (iii) cannot be reasonably expected to be repaired and restored to its original condition (or better) by Landlord within a portion period of the Demised Premises for the ordinary conduct of business one hundred fifty (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant 150) days from the date of such occupancy)Substantial Casualty. Landlord’s determination If the estimated date by which reparation and restoration is expected to occur (the “Estimated Date”) shall be a date later than one hundred and fifty (150) days after the date of the date Substantial Casualty, or if the Demised Premises is tenantable shall be controlling unless Substantial Casualty occurs within the last two (2) years of the Term, then Tenant disputes same may, at its option, terminate this Lease by giving written notice to Landlord within 10 thirty (30) days after such determination by Landlord and pending resolution Tenant’s receipt of such disputethe Estimated Date. In any case where Tenant’s termination right as aforesaid (as well as any case where Tenant does not elect to exercise its termination right as aforesaid) arises, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding have the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable right to collect all of the insurance proceeds terminate this Lease on sixty (including, without limitation, rent insurance proceeds60) applicable to the Casualty, then, without prejudice to any other remedies which may be available days’ prior written notice to Landlord, there if Landlord’s restoration work is not completed by the Estimated Date, subject to Tenant Delay and Force Majeure Delay. Tenant may exercise the termination right described in the preceding sentence by delivering written notice thereof to Landlord at any time following the Estimated Date and prior to the date Landlord completes Landlord’s restoration work, subject to Landlord’s right to complete Landlord’s restoration work during said sixty (60) day period. If Tenant terminates this Lease as provided herein, then such termination shall be no effective on the date specified in Tenant’s notice of termination as if said date were the date fixed for the expiration of the Term. Any rent paid by Tenant for a period beyond the date of termination of this Lease or for any period of abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtybe refunded by Landlord to Tenant.

Casualty. (a) If In the Demised Premises shall be partially or totally damaged or destroyed by event of a fire or other casualty in the Subleased Premises, the Common Area or any other portion of the Building (each, a “Casualty”)) where, then TenantSubtenant’s access to and/or occupancy of the Subleased Premises is materially affected, at TenantSubtenant’s sole cost Base Rent and expense, Subtenant’s share of Direct Expenses shall promptly repair be proportionately abated to the extent and restore for such period that the Demised Casualty or the damage resulting therefrom prevents Subtenant from conducting its ordinary business operations in the Subleased Premises, including Landlords’ Work, Tenant’s Improvements but only to the extent Sublandlord receives Rent abatement from Landlord under the Prime Lease and Betterments, Tenant’s Property and Fixtures with or without then only to the collection extent that the proportionate share of rentable square footage of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Subleased Premises bears to the total area Premises rendered unfit for occupancy. If the time estimated by the Landlord to repair or restore the Subleased Premises or any portion of the Demised PremisesBuilding necessary for Subtenant’s occupancy exceeds ninety (90) days, for Subtenant may, in its sole discretion, elect to terminate this Sublease within thirty (30) days after the period from Landlord’s notice or determination as of the date of the Casualty Subtenant’s written notice to the earlier of: (i) the date the Demised Premises is made tenantable (providedSublandlord, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from event the date of such occupancy). Landlord’s determination termination of this Sublease shall be deemed the last day of the date Sublease Term. If Subtenant does not elect to terminate this Sublease, Sublandlord, if and to the Demised 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 is tenantable shall be controlling unless Tenant disputes same borne by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee and not Sublandlord, on the terms and conditions of the Prime Lease, to the extent the Landlord is required to restore the condition of the Leased Premises under the Prime Lease (and Sublandlord’s sole obligation shall be unable to collect all of restore the insurance proceeds (including, without limitation, rent insurance proceedsimprovements Sublandlord has agreed to construct and/or provide pursuant to Section 9(c) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyhereof).

Casualty. (a1) If the Demised Premises Sublet Space or any part thereof shall be damaged or rendered untenantable or if Tenant's means of ingress and egress to and from the Sublet Space is totally or substantially eliminated (in which case the Sublet Space shall be deemed to be completely untenantable) by fire or other casualty and this sublease is not terminated by Landlord or Prime Lessor pursuant to Section (b) hereof or by reason of a termination of the Lease then: (i) Fixed Rent and Escalation Rent hereunder shall be abated for such periods, if any, in respect of which Landlord receives corresponding abatements under the Lease with respect to the Sublet Space demised by this sublease and (ii) Landlord shall proceed, promptly and with reasonable diligence, to repair such damage to the Sublet Space as it is obligated to repair pursuant to Article 21 of the Lease. For the purposes of this sublease, Landlord's obligation to repair shall include all repairs to the Sublet Space except in respect of the repair or replacement of the personal property of Tenant or of improvements to the Sublet Space made by the Tenant. Tenant's occupancy or re-occupancy of any untenantable portion of the Sublet Space for the conduct of its business which theretofore was untenantable by reason of such fire or other casualty shall constitute a conclusive presumption that such portion of the Sublet Space is no longer untenantable, and any abatement of Fixed Rent or Escalation Rent applicable to such portion of the Sublet Space shall cease as of the date of such occupancy or re-occupancy. (2) If the Sublet Space or the Building are partially or totally damaged or destroyed by fire or other casualty, Tenant shall have no right to terminate this sublease and this sublease shall not be terminated by reason of such casualty unless the Lease is terminated by Landlord or Prime Lessor pursuant to the provisions of the Lease. If the Lease is terminated pursuant to Article 21 thereof, this sublease shall terminate on the same date. Landlord shall give Tenant prompt notice of any such termination. Notwithstanding anything to the contrary contained herein, if the Sublet Space (each, or the means of ingress thereto and egress therefrom) shall be completely or partially destroyed by fire or other casualty so as to render the Sublet Space unusable by Tenant for a “Casualty”period of more than one hundred eighty (180) days (or for a period of forty-five (45) days if such fire or other casualty occurs in the last year of the Term of this Lease), then Tenant, at Tenant’s sole cost and expense, Tenant shall promptly repair and restore have the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable right to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same cancel this Lease by written notice to Landlord, which notice shall be delivered to the Landlord within 10 days after prior to the expiration of the aforementioned one hundred eighty (180) or forty-five (45) day periods, respectively. (3) Landlord shall exert all commercially reasonable efforts to restore the Sublet Space following a casualty in a manner which will not unreasonably disturb Tenant or interfere with the conduct of Tenant's business in the Sublet Space. Subject to the preceding sentence, Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any such determination damage by fire or other casualty or the repair thereof. Landlord shall not be obligated to repair any damage to, or replace, Tenant's Property. (4) Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance each agree to use diligent efforts to cooperate with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of each other and with their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior insurers (and with Prime Lessor or any Superior Mortgagee shall be unable and its insurers) in order to collect facilitate the collection of all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to damage and destruction of the Casualty, then, without prejudice to any Building or the Sublet Space (as defined herein or in the Lease) by fire or other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtycasualty.

Casualty. (a) If the Demised Building or the Premises shall be partially or totally damaged or destroyed by fire or other casualty cause (each, a “Casualty”and if this Lease shall not have been terminated as in this Section 10.05 hereinafter provided), then Landlord shall repair the damage and restore and rebuild the Building and/or the Premises to substantially the condition existing prior to such damage, subject to changes thereto which do not materially adversely affect Tenant or Tenant's use or occupancy of the Premises, except for Tenant's Work, all other leasehold improvements performed by or on behalf of Tenant and all of the furniture, trade fixtures and other personal property of Tenant located at the Building, at Tenant’s sole cost its expense with reasonable dispatch after notice to it of the damage or destruction and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualtydamage (provided, that if Landlord shall have had casualty insurance in effect at such time, that Landlord shall diligently pursue the collection of insurance proceeds thereunder). (b) If all the Building or part of the Demised Premises shall be rendered untenantable damaged or destroyed by reason of a Casualtyfire or other cause, then the Fixed Rent and the Additional Rent Charges under Sections 2.02 and 2.03 Article 4 payable hereunder shall be abated in to the proportion extent that the Premises shall have been rendered untenantable area for the normal conduct of the Demised Premises bears Tenant's business (it being understood that untenantability shall include lack of reasonable access to the total area Premises and damage to material Building systems which renders the Premises untenantable for the normal conduct of the Demised Premises, Tenant's business) for the period from the date of the Casualty such damage or destruction to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises damage shall be deemed repaired or restored, such abatement to have been made tenantable be granted on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a pro rata basis if only a portion of the Demised Premises is rendered untenantable for the ordinary normal conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determinationTenant's business. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or such condition any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee Tenant's Critical Areas shall be unable to collect all rendered untenantable for the normal conduct of the insurance proceeds (includingbusiness and, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result thereof approved Ancillary Critical Areas are rendered unusable for the normal conduct of any Casualty.Tenant's business and Tenant vacates such Critical Areas and Ancillary Critical Areas (other than the continued presence of Tenant's

Casualty. (a) If all or any portion of the Demised Premises shall be partially becomes untenantable or totally damaged or destroyed inaccessible by fire or other casualty to the Premises or the Common Areas (each, collectively a “Casualty”), Landlord, with reasonable promptness, shall 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 within ten (10) days after Xxxxxx’s receipt of the Completion Estimate. Tenant, at Tenant’s sole cost and expensehowever, shall promptly repair and restore not have the Demised Premisesright to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, including Landlords’ WorkLandlord, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable by notice to such Casualty. Tenant within ninety (b90) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from days after the date of the Casualty Casualty, shall have the right to the earlier of: terminate this Lease if: (i1) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date materially damaged and the abatement shall cease); or less than two (ii2) the date Tenant or any subtenant reoccupies a portion years of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from Term remain after the date of such occupancy). Landlord’s determination the Casualty, (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the date mortgage debt or (3) a material loss to the Demised Building or Premises occurs not covered by the insurance required to be maintained by Landlord under the terms of this Lease. If this Lease is tenantable terminated by either party on account of any Casualty as provided in this Article 14, then Tenant shall be controlling unless Tenant disputes same by written notice pay to Landlord within 10 days after (by assignment or otherwise) the insurance proceeds paid or payable to Tenant under the policy(ies) referred to in Section 13.02(b) on account of the damage to or loss in the Premises; however, from any such determination proceeds actually received by Landlord and pending resolution of such disputeXxxxxx, Tenant shall pay Rent in accordance with be entitled to retain an amount equal to the unamortized portion (amortized over the initial Term on a straight-line basis) of the hard costs paid by Tenant to perform the Initial Tenant Work (exclusive of Landlord’s determination. Notwithstanding the foregoing, if by reason of Contribution) and any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyAlterations.

Casualty. If the Leased Premises is damaged by a Casualty, then the rights of the parties shall be determined as follows: (a) If less than twenty five percent (25%) of the Demised entire Leased Premises shall be partially or totally damaged or destroyed by fire or other casualty is destroyed, Landlord shall, at its expense, and as promptly as reasonably possible (each, a “Casualty”due allowance being made for the time required for the settlement of insurance claims), then Tenant, at Tenant’s sole cost and expense, shall promptly repair the damage and restore the Demised Premises, including Landlords’ WorkLeased Premises to its condition prior to the Casualty. During the restoration and repair period, Tenant’s Improvements liability for Rent and Betterments, other sums payable by Tenant hereunder shall be reduced by that amount which bears the same ratio to the Rent and other sums payable hereunder as the area of the Building rendered unsuitable for the normal operation of Tenant’s Property and Fixtures with or without business bears to the collection entire area of the insurance proceeds attributable to such Casualtybuilding. (b) If all twenty-five percent (25%) or part more of the Demised entire Leased Premises is destroyed (or less than twenty-five percent (25%) but the Leased Premises are untenantable as a result), then Landlord shall have the option either to restore the Leased Premises to its condition prior to the Casualty or to terminate this Lease. Landlord’s option shall be rendered untenantable exercised by reason of a Landlord’s written notice to Tenant within twenty (20) days after the Casualty, . If the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier ofelection is: (i) To restore the date Leased Premises, the Demised Premises is restoration shall be completed by Landlord, at its expense, as promptly as reasonably possible (due allowance being made tenantable (for the time required for the settlement of insurance claims), and during the restoration period Tenant’s liability for Rent and other sums payable by Tenant hereunder shall be reduced by that amount which bears the same ratio to the Rent and other sums payable hereunder as the area of the Building rendered unsuitable for the normal operation of Tenant’s business bears to the entire area of the Building; provided, however, that if the Demised Premises would have been tenantable at an earlier date but for Landlord has not completed its restoration within six (6) months of such election, Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease)may terminate this Lease; or (ii) To terminate this Lease, then Tenant shall surrender possession of the Leased Premises to Landlord and the rentals and other sums payable hereunder shall be prorated on a per diem basis to the date Tenant or any subtenant reoccupies a portion surrenders possession of the Demised Leased Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by adjusted between Landlord and pending resolution Tenant and, upon receipt of payment by the party due to be paid under such disputeadjustment, Tenant this Lease shall pay Rent in accordance terminate with Landlord’s determinationno further obligations, rights or duties surviving between the parties hereto except as otherwise specifically provided for herein. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing anything contained in this Section 7.05 shall relieve Tenant from any liability that may exist 18 to the contrary, if more then twenty-five percent (25%) of the Leased Premises is damaged by a Casualty, and, as a result of any Tenant is unable after exercising reasonable efforts to conduct its business at the Leased Premises in substantially the same manner as before the Casualty, Tenant shall be permitted to terminate this Lease upon thirty (30) days prior written notice, or immediately upon notice from Landlord that Landlord has elected to restore the Leased Premises as aforesaid.

Casualty. (a) If all or any portion of the Demised Premises shall be partially becomes untenantable or totally damaged or destroyed inaccessible by fire or other casualty to the Premises or the Common Areas (each, collectively a “Casualty”), Landlord, with reasonable promptness, but in no event later than ninety (90) days following the date of such Casualty, shall 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 and any Common Areas necessary to provide access to the Premises cannot be made tenantable and the Premises and such Common Areas restored to the condition immediately prior to the Casualty within one hundred eighty (180) days from the date of the Casualty, then either party shall have the right to terminate this Lease upon written notice to the other within thirty (30) days after Xxxxxx’s receipt of the Completion Estimate. Tenant, at Tenant’s sole cost and expensehowever, shall promptly repair not have the right to terminate this Lease under the immediately preceding sentence if the Casualty was caused by the willful misconduct of Tenant or any Tenant Related Parties. In addition, (a) either party, by notice to the other party within ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if the Premises have been materially damaged and restore less than two (2) years of the Demised PremisesTerm remain after the date of the Casualty, including Landlords’ Work(b) Landlord, Tenant’s Improvements and Bettermentsby written notice to Tenant within ninety (90) days after the date of the Casualty, Tenant’s Property and Fixtures with or without shall have the collection of right to terminate this Lease if (1) any Mortgagee requires that the insurance proceeds attributable be applied to such Casualty. the payment of the mortgage debt; or (2) a material uninsured loss to the Building or Premises occurs; provided, however, that Landlord may only exercise its right to termination this Lease under this clause (b) If if it terminates the leases of all or part other tenants of the Demised Premises shall be rendered untenantable Building similarly affected by reason of a such Casualty, and (c) Tenant shall have the Fixed Rent and right to terminate this Lease if the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears or any Common Areas necessary to provide access to the total area of the Demised Premises, for the period Premises are not restored within two hundred ten (210) days from the date of the Casualty (subject to the earlier of: extension due to any events of Force Majeure for a period not to exceed thirty (i30) the date the Demised Premises is made tenantable days), upon thirty (provided30) days’ prior written notice to Landlord, provided that if such restoration is completed on or before the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restorationexpiration of such thirty (30) day period, then the Demised Premises such termination shall be deemed null and void and this Lease shall continue in full force and effect. If this Lease is terminated by either party on account of any Casualty as provided in this Section 14, then Tenant shall pay to have been made tenantable on such earlier date and the abatement shall cease); or Landlord (iiby assignment or otherwise) the date insurance proceeds paid or payable to Tenant or any subtenant reoccupies a portion under the policy(ies) referred to in Section 13.02(b) on account of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable damage to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination or loss of the date Leasehold Improvements in the Demised Premises is tenantable shall be controlling unless Tenant disputes same Premises; however, from any such proceeds actually received by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such disputeXxxxxx, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding be entitled to retain any amount up to the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all depreciated amount of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to Excess Tenant Work Costs after deduction of the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyAllowance.

Casualty. (a) If at any time during the Demised Term of this Lease, the Leased Premises shall or any portion thereof or any portion of the Building should be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”)casualty, then TenantTenant shall have no right to terminate this Lease, at Tenant’s sole cost and expense, but Landlord shall promptly have the election to terminate this Lease or to repair and restore reconstruct the Demised Premises, including Landlords’ Work, Tenant’s Improvements Leased Premises and Betterments, Tenant’s Property Building to substantially the condition in which they existed immediately prior to such damage and Fixtures with or without destruction insofar as the collection proceeds from Landlord's insurance permit. In any of the insurance proceeds attributable to aforesaid circumstances, unless such Casualty. (b) If all fire or part damage shall have resulted from the negligence, acts or omissions of the Demised Premises shall be rendered untenantable by reason of a CasualtyTenant or its agents, the Fixed contractors, employees, visitors or licensees, Minimum Rent and additional rent shall abaxx xxoportionately during the Additional Rent under Sections 2.02 and 2.03 shall be abated period to the extent that the Leased Premises are unfit for use by Tenant in the proportion that the untenantable area ordinary course of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (its business; provided, however, that if the Demised Premises would have been tenantable at an earlier date but for should Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies reoccupy a portion of the Demised Leased Premises for prior to the ordinary conduct of business (in which case date the Fixed whole Leased Premises are made tenantable, Minimum Rent and the Additional Rent additional rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy)reoccupancy. If Landlord has elected to repair and restore the Leased Premises, this Lease shall continue in full force and effect and such repairs will be made within a reasonable time thereafter, subject to delays arising from shortage of labor or materials and Acts of God, war or other conditions beyond Landlord’s determination 's reasonable control. In the event that this Lease is terminated as herein permitted, Landlord shall refund to Tenant within sixty (60) days from the date of termination of this Lease the prepaid rent, if any (unaccrued as of the date of damage or destruction) and any remaining security deposit, less any sums then owing Landlord by Tenant. If Landlord has elected to repair and reconstruct the Demised Premises is tenantable Leased Premises, then the Lease Term shall be controlling unless Tenant disputes same by written notice extended for a period of time equal to Landlord within 10 days after the period of such determination repair or reconstruction. No damages, compensation or claim shall be payable by Landlord and pending resolution for inconvenience, loss of such dispute, Tenant shall pay Rent in accordance with Landlord’s determinationbusiness or property or annoyance arising from any termination. Notwithstanding the foregoing, (i) if by reason such damage shall occur during the last year of any act the term of this Lease or omission by (ii) Landlord reasonably estimates that such damage cannot be repaired within six (6) months of the date of such damage, then in either of such events, Landlord shall give notice of such fact to Tenant as soon as such is reasonably determined. Not later than fifteen (15) days following the giving of such notice to Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable Tenant may elect to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available terminate this Lease by notice to Landlord. If Tenant makes such election, there the term of this Lease shall be no abatement expire upon the thirtieth (30th) day after notice of Rent. Nothing contained in this Section 7.05 such election is given, and Tenant shall relieve Tenant from any liability that may exist as a result of any Casualtyvacate the Leased Premises and surrender the same to Landlord.

Casualty. (a) 14.1 Tenant shall promptly notify Landlord in writing of any damage to or destruction of the Premises for any cause whatsoever. 14.2 If the Demised Premises shall be partially or totally damaged or destroyed injured by fire any cause covered by Landlord’s insurance, Landlord shall either (i) to the extent sufficient insurance proceeds have been received by Landlord, effect the repair thereof as promptly as reasonably possible, delays beyond Landlord's control excepted, and this Lease shall remain in full force and effect or (ii) notify Tenant that Landlord elects to terminate this Lease no later than 180 days after the date of damage or injury to the Premises. Under no circumstances shall Landlord be required to replace or repair Tenant's stock in trade, fixtures, furniture, furnishings, equipment, leasehold improvements or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore such items. 14.3 If during the Demised period following any damage to or destruction of the Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection Tenant shall be deprived of the insurance proceeds attributable to such Casualty. (b) If all or part occupancy of any portion of the Demised Premises shall be rendered untenantable by reason of a CasualtyPremises, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 payable hereunder shall be abated in the proportion that the untenantable area of the Demised Premises bears proportionately adjusted corresponding to the total area of the Demised Premises, for the period from the date of the Casualty time during which and to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises of which Tenant shall be deprived. 14.4 In the event of any termination of this Lease pursuant to the provisions of this Article, Landlord an Tenant shall thereupon be released from any further liability hereunder, except Tenant shall remain liable for all obligations and liabilities under this Lease, actual or contingent, which have arisen on or prior to such date of termination, including, but not by way of limitation, Tenant's liability for the ordinary conduct payment of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyPayments.

Casualty. (a) If the Demised Premises Sublet Space or any part thereof shall be partially or totally damaged or destroyed rendered untenantable or if Subtenant's means of ingress and egress to and from the Sublet Space is totally or substantially eliminated (in which case the Sublet Space shall be deemed to be completely untenantable) by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with this sublease is not terminated by Sublandlord or without the collection of the insurance proceeds attributable Prime Lessor pursuant to such Casualty.Article 11 (b) If all hereof or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area termination of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier ofLease then: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises Fixed Rent and Escalation Rent hereunder shall be deemed abated for such periods, if any, in respect of which Sublandlord receives corresponding abatements under the Lease with respect to have been made tenantable on such earlier date the Sublet Space demised by this Sublease and the abatement shall cease); or (ii) Sublandlord shall proceed, promptly and with reasonable diligence, to repair such damage to the date Tenant Sublet Space as it is obligated to repair pursuant to Article 21 of the Lease. For the purposes of this Sublease, Sublandlord's obligation to repair shall include all repairs to the Sublet Space except in respect of the repair or replacement of the personal property of Subtenant or of improvements to the Sublet Space made by the Subtenant. Subtenant's occupancy or re-occupancy of any subtenant reoccupies a untenantable portion of the Demised Premises Sublet Space for the ordinary conduct of its business (in which case theretofore was untenantable by reason of such fire or other casualty shall constitute a conclusive presumption that such portion of the Sublet Space is no longer untenantable, and any abatement of Fixed Rent and the Additional or Escalation Rent allocable applicable to such reoccupied portion of the Sublet Space shall be payable by Tenant from cease as of the date of such occupancy or re-occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty.

Casualty. (a) If the Demised 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 Tenant(i) subject to Unavailable Delay, at Tenant’s sole cost and expense, Landlord shall promptly repair and restore the Demised Premises, including Landlords’ Work, Building and the Premises (excluding Tenant’s Improvements Fixtures and BettermentsProperty) 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 as nearly as possible to the condition preceding the casualty (“Landlord’s Restoration Obligation”) and (ii) subject to Unavailable Delay, Tenant shall repair and restore (subject to such redesign or Alterations as Tenant may elect) in accordance with Section 4.02 (but the provisions of Section 4.02(d) shall not apply if the insurance proceeds are reasonably anticipated to be sufficient to pay the costs of such repair and restoration) all Fixtures and Tenant’s Property with reasonable dispatch after the Casualty. In making any repairs or restorations pursuant to this Section 7.05, Landlord shall use reasonable efforts to minimize interference with Tenant’s use and Fixtures with or without the collection occupancy of any portion of the insurance proceeds attributable to such CasualtyPremises that was not damaged. (b) If all or part of the Demised Premises shall be rendered untenantable Untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent Charges under Sections 2.02 2.04 and 2.03 2.05 shall be abated in the proportion that the untenantable Untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: of (i) the date the Demised Premises is made tenantable tenantable, including a reasonable period of time, not to exceed 30 days, to refurnish the Premises and move back in (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or ) or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent Charges allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination If a fire or other casualty occurs in the Premises after the Commencement Date and prior to the Rent Commencement Date applicable to such portion of the date Premises, then the Demised Premises aggregate abatement of Rent to which Tenant is tenantable entitled as contemplated by this Section 7.05(b) (from and after such Rent Commencement Date) shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable an amount equal to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no aggregate abatement of Rent. Nothing contained in Rent to which Tenant would have been entitled under this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty7.05(b) if such Rent Commencement Date had occurred immediately prior to such fire or other casualty.

Casualty. 10.1.1 Tenant shall promptly notify Landlord in writing (aa “Damage Notice”) If the Demised Premises shall be partially or totally damaged or destroyed by of any fire or other casualty event, damage or condition of the Premises to which this Section 10.1 is or may be applicable (each, a “Casualty”). Following receipt of a Damage Notice (or Landlord’s discovery of any damage caused by a Casualty (“Casualty Damage”)), then TenantLandlord shall have the right to elect, at Tenantin Landlord’s sole cost and expenseabsolute discretion, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenantto either (a) terminate this Lease by delivery of written notice thereof to Tenant within ninety (90) days following Landlord’s Improvements and Betterments, Tenant’s Property and Fixtures with discovery of such Casualty or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises to continue this Lease in effect; provided that Landlord shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears have no right to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: so terminate this Lease unless: (i) such damage renders fifty percent (50%) or more of the date the Demised Premises is made tenantable (providedunusable, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion Estimated Restoration period (defined below) exceeds one hundred eight (180) days, (iii) the cost of the Demised Restoration (defined below) is not fully covered by insurance proceeds available to Landlord (with the exception of any deductible that is the responsibility of Landlord pursuant to the terms of its insurance policy) or (iv) the Holder of any Security Document requires any insurance proceeds with respect to such Casualty to be applied to the outstanding balance of the obligation secured by such Security Document. If Tenant notifies Landlord that it is prevented from using the Premises for the ordinary conduct Permitted Use as a result of business any Casualty Damage, then Landlord shall within twenty (in which case 20) days thereafter provide written notice (the Fixed Rent and “Restoration Notice”) to Tenant setting forth the Additional Rent allocable to such reoccupied portion period of time (the “Estimated Restoration Period”) that Landlord reasonably believes shall be payable by Tenant from required to complete the Restoration (defined below) with respect to the Premises to the extent necessary to allow Tenant’s use of the Premises for the Permitted Use (the “Premises Restoration”). If the Estimated Restoration Period is more than ninety (90) days following the date of such occupancy). Tenant’s notice, 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 Landlord’s determination delivery of the Restoration Notice. In addition, if Landlord shall fail to complete the Premises Restoration, on or before the date that is sixty (60) days after the Demised Premises is tenantable last day of the Estimated Restoration Period, Tenant shall be controlling unless have the right to terminate this Lease, but only on the condition that Tenant disputes same by delivers written notice of termination to Landlord within 10 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. 10.1.2 Unless this Lease is terminated in accordance with Section 10.1.1, above, Landlord shall begin to repair the Casualty Damage to the Building, the Datacenter and the Premises promptly after its discovery of any Casualty Damage (subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Section 10.1) and shall proceed with reasonable diligence to restore (the “Restoration”) the Building, the Datacenter and the Premises to substantially the same condition as it existed before such determination Casualty, except for modifications required by applicable Laws and modifications that are deemed desirable by Landlord and pending resolution of such disputethat are consistent with Institutional Owner Practices; provided, Tenant however, that Landlord shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason not be required to repair or replace any of any act Tenant’s Personal Property or omission any Alterations made by Tenant (all of which shall be promptly repaired, restored and/or replaced by Tenant, ). Landlord shall have no liability for any subtenant inconvenience or any of their respective partners, directors, officers, servants, employees, agents annoyance to Tenant or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable injury to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist Tenant’s business as a result of any Casualty, or the Restoration, regardless of the cause therefor. Base Rent shall axxxx if and to the extent Tenant ceases to use a material portion of the Datacenter Space that was damaged by a Casualty and rendered unfit for use for the Permitted Use as a result thereof, for the period of time commencing on the date Tenant stops using such damaged portion of the Datacenter Space and continuing until the Premises Restoration is substantially complete (as reasonably determined by Landlord’s architect). 10.1.3 Landlord and Tenant agree that the provisions of this Section 10.1 and the remaining provisions of this Lease shall exclusively govern the rights and obligations of the parties with respect to any Casualty, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter in effect.

Casualty. (a) If If, during the Demised Premises shall be partially or totally Interim Period, any Assets of the Operating Acquired Companies are damaged or destroyed by fire any casualty event (a “Casualty Loss”) or are taken, in part or in whole, by any Governmental Authority, then Seller shall deliver to Purchaser, no later than thirty (30) days following such event, a good faith and reasonable estimate of (i) in the case of such a casualty event, the sum of (x) the cost of restoring such Assets to a condition operationally comparable to their condition immediately prior to such Casualty Loss, plus (y) the Casualty Restoration Period Income or (ii) in the case of such a taking or any portion of such Assets that will not be restored, the reduction in the net present value of such Assets as a result of such taking or casualty. Such good faith and reasonable estimate in the case of clauses (i) and (ii) shall be net of and after giving effect to (A) any condemnation award or other third party proceeds to cover Liabilities as a result of the Casualty Loss which the relevant Operating Acquired Company will have received as of the Closing or will have received written notice that it will receive such award or proceeds within sixty (60) days after the Closing Date, (B) any Tax benefits reasonably expected to be realized by the relevant Acquired Company as a result of such casualty or condemnation event, other than any portion of such benefits that reduces pre-Closing Taxes, and (each, C) any amounts reasonably expended by Seller or any of its Affiliates to restore the affected Assets to the condition described in clause (a)(i) of this Section 4.7 (such aggregate estimate being a “CasualtyCasualty Estimate”). Any Casualty Estimate shall be prepared based on the best reasonably available information as of the date of such Casualty Estimate and if the Closing or Termination Date is expected to occur prior to the expiration of the thirty (30)-day period referenced above, then Tenantthe Closing Date and the Termination Date, at Tenant’s sole cost and expenseas applicable, shall promptly repair and restore be postponed, if necessary, to the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to tenth (10th) Business Day after such CasualtyCasualty Estimate is made. (b) If all or part Notwithstanding the provisions of this Section 4.7, if Purchaser objects to Seller’s Casualty Estimate pursuant to this Section 4.7 in writing (including a description in reasonable detail of the Demised Premises basis for such objection and reasonable supporting documentation) within ten (10) Business Days after receipt of Seller’s Casualty Estimate, and Seller and Purchaser are not able within ten (10) Business Days thereafter to reasonably agree in good faith on a mutually acceptable revision to such Casualty Estimate to address such objections, then Seller shall cause an independent engineering firm reasonably acceptable to Purchaser and Seller to prepare the appropriate Casualty Estimate as promptly as practicable, which Casualty Estimate shall be rendered untenantable by reason of a Casualty, final and binding upon the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area Parties absent manifest error or gross negligence or willful misconduct of the Demised Premises bears independent firm; provided that, if the Closing or Termination Date is expected to occur prior to the total area of the Demised Premises, for the period from the date determination of the Casualty Estimate in accordance with this Section 4.7(b), then the Closing Date and the Termination Date, as applicable, shall be postponed, if necessary, to the earlier of:tenth (10th) Business Day after such Casualty Estimate is determined in accordance with this Section 4.7(b). (c) In the event the Casualty Estimate is greater than $250,000 and less than $20,000,000, individually or in the aggregate for all Assets of the Operating Acquired Companies, Seller may elect, at its sole discretion, to (i) restore, repair or replace the date Assets subject to the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently Casualty Loss to prosecute repairs a condition operationally comparable to their condition immediately prior to such Casualty Loss or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) reduce the Base Purchase Price by an amount equal to such Casualty Estimate less any amounts reasonably expended by Seller or its Affiliates to restore the affected Project not previously taken into account in the Casualty Estimate, in which case Purchaser shall, taking such reduction into account, be obligated to consummate the transactions contemplated by this Agreement (assuming the satisfaction or, when permissible, waiver of the conditions set forth in Sections 2.5 and 2.6 (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date, but subject to the satisfaction or waiver of those conditions)) in accordance with the terms of this Agreement. If Seller elects to restore, repair or replace the Assets subject to the Casualty Loss pursuant to clause (i) above, Seller will complete or cause to be completed, using Commercially Reasonable Efforts, the repair, replacement or restoration of such Assets in accordance with prudent industry practice prior to Closing and the Closing Date shall be postponed for the amount of time reasonably necessary to complete the restoration, repair or replacement of such Assets as reasonably agreed among Purchaser and Seller (provided that such postponement shall not extend beyond the date Tenant that is five (5) Business Days prior to the Termination Date. If the Casualty Estimate equals $250,000 or any subtenant reoccupies a portion less, (A) neither Purchaser nor Seller shall have the right or option to terminate this Agreement pursuant to this Section 4.7 and (B) there shall be no reduction in the amount of the Demised Premises Base Purchase Price with respect to such Casualty Estimate. (d) In the event the Casualty Estimate is greater than or equal to $20,000,000, individually or in the aggregate for all Assets of the ordinary conduct Operating Acquired Companies, (i) either Purchaser or Seller may elect, in their respective sole discretion, to terminate this Agreement by written notice to the other Party or (ii) if neither Purchaser nor Seller elects to terminate this Agreement pursuant to this Section 4.7(d) within thirty (30) days following determination of business (the final Casualty Estimate, Purchaser may elect to consummate the transactions contemplated by this Agreement, in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion Base Purchase Price shall be payable reduced by Tenant from the date Casualty Estimate less any amounts reasonably expended by Seller or its Affiliates to restore the affected Assets not previously taken into account in the Casualty Estimate. (e) In the event that the Casualty Estimate is incorrect and: (i) Purchaser’s or the Operating Acquired Companies’ actual recovery of such occupancy). Landlord’s determination casualty proceeds, third party proceeds and Tax benefits is less than those used in the calculation of the date Casualty Estimate, Seller shall promptly pay to Purchaser the Demised Premises amount by which the actual recovery was less than the Casualty Estimate; or (ii) Purchaser’s or the Operating Acquired Companies’ actual recovery of casualty proceeds, third party proceeds or Tax benefits is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent greater than those used in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all calculation of the insurance proceeds (includingCasualty Estimate, without limitation, rent insurance proceeds) applicable Purchaser shall promptly pay to Seller the Casualty, then, without prejudice to any other remedies amount by which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtythe actual recovery was greater than the Casualty Estimate.

Casualty. (a) If the Demised Subleased Premises shall be partially or totally damaged or destroyed by fire or other insured casualty, the damages shall be repaired by and at the expense of Sublessor and the base rent shall be abated from the day following the casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore until the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without date such repairs are substantially completed according to the collection part of the insurance proceeds attributable Subleased Premises which are untenantable. Notwithstanding the foregoing, Sublessor may terminate this Sublease upon notice to Sublessee given within ninety (90) days following the date of such Casualtycasualty and upon the date specified in such notice, which date shall be not less than one hundred twenty (120) days nor more than one hundred fifty (150) days following the giving of such notice, this Sublease shall terminate and Sublessee shall vacate and surrender the Subleased Premises to Sublessor. (b) If all or part this Sublease shall not be terminated as provided above in subparagraph (a), Sublessor shall proceed with the restoration of the Demised Premises Subleased Premises, provided that Sublessor's restoration obligations shall be rendered untenantable subject to building and zoning laws then in effect. Sublessor shall make such repairs with reasonable expedition, subject to delays due to adjustment of insurance claims, availability of materials, labor troubles and other causes beyond Sublessor's reasonable control. Sublessee shall cooperate with Sublessor's restoration by reason removing from the Subleased Premises, as promptly as reasonably possible, all of Sublessee's salvageable and movable equipment, furniture and other property. If Sublessor shall restore the Subleased Premises, Sublessee shall diligently repair, restore and redecorate the Subleased Premises and re-open for business from the Subleased Premises, promptly 007326/13000/180.6 11 following notice of restoration, in a manner and to the condition existing prior to the occurrence of such casualty, except to the extent that Sublessor is obligated to make such repairs as provided above. (c) In the event of a Casualtycasualty not caused by Sublessee, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area Sublessee's agents, employees, servants, invitees or contractors, Sublessee may, if Sublessor fails to substantially complete restoration of the Demised Premises bears to the total area Subleased Premise within 5 months of the Demised Premises, for the period from the date of the Casualty casualty, give Sublessor 30 days' notice of intent to terminate and, if substantial restoration of the earlier of: (i) the date the Demised Subleased Premises is made tenantable (provided, that if the Demised Premises would have has not been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restorationeffected within such 30- day period, then the Demised Premises this Sublease shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 terminate effective 30 days after such determination by Landlord and pending resolution notice of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable termination is given to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtySublessor.

Casualty. Section 8.01. If, on or prior to the date of the Closing, all or a “material part” (aas defined below) If of the Demised Premises Improvements shall be partially or totally damaged or destroyed by fire or other casualty casualty, then, in any such event, Purchaser may, at its option, either (eachi) terminate this Agreement, whereupon, in accordance with Section 23, the Downpayment shall be returned to Purchaser and the parties hereto shall be released of all obligations and liabilities of whatsoever nature in connection with this Agreement except those that expressly survive termination of this Agreement, or (ii) proceed to close the transactions contemplated by this Agreement, in which event all of the provisions of subsection 8.01(a)(i) and subsection 8.01(a)(ii) below shall apply. (a) If, on or prior to the date of the Closing, less than a “Casualty”material part” of the Improvements shall be destroyed or damaged by fire or other casualty, then Purchaser shall nevertheless close title to the Property pursuant to all the terms and conditions of this Agreement (without any adjustment to the Purchase Price except as otherwise set forth herein), then Tenantsubject to the following: (i) Seller shall not (x) adjust and settle any insurance claims, or (y) enter into any construction or other contract for the repair or restoration of the Improvements, without Purchaser’s prior written consent (except no such consent shall be necessary in the event of an emergency or hazardous condition at Tenantthe Property), which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) at the Closing, Seller shall (1) pay over to Purchaser the amount of any insurance proceeds, to the extent collected by Seller in connection with such casualty, less the amount of the actual and reasonable unreimbursed expenses incurred by Seller to third parties in connection with collecting such proceeds and making any repairs to the Improvements occasioned by such casualty pursuant to any contract (provided that such contract was approved by Purchaser as required by this Section), and (2) assign to Purchaser in form reasonably satisfactory to Purchaser all of Seller’s sole cost right, title and expense, interest in and to any insurance proceeds that are uncollected at the time of the Closing and that may be paid in respect of such casualty. Seller shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures reasonably cooperate with or without Purchaser in the collection of such proceeds, which obligation shall survive the insurance proceeds attributable to such CasualtyClosing. (b) If all or part For the purpose of the Demised Premises shall be rendered untenantable by reason of a Casualtythis Section, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 phrase a “material part” of an Improvement shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies mean a portion of an Improvement such that the Demised Premises for the ordinary conduct cost of business repair or restoration thereof is estimated by a reputable contractor selected by Seller and reasonably satisfactory to Purchaser, to be in excess of fifteen percent (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination 15%) of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution Purchase Price. Section 8.02. The provisions of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of this Section 8 supersede any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) law applicable to the Casualty, then, without prejudice to any Property governing the effect of fire or other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained casualty in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtycontracts for real property.

Casualty. (a) If the Demised 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 Tenant, at Tenant’s sole cost and expense, (i) Landlord shall promptly repair and restore the Demised Premises, including Landlords’ Work, Building and the Premises (excluding Tenant’s Improvements and Betterments, Betterments and Tenant’s Property Property) with reasonable dispatch (but Landlord shall not be required to perform the same on an overtime or premium pay basis, unless compensated for same under Landlord’s policies of casualty insurance) after notice to Landlord of the Casualty and Fixtures with or without 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 Improvements and Betterments and Tenant’s Property with reasonable dispatch after the Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent Charges under Sections 2.02 2.04 and 2.03 2.05 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: of (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or ) or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent Charges allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 20 days after such determination by Landlord Landlord, and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlordagainst Tenant, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty. (c) If by reason of a Casualty (i) the Building shall be totally damaged or destroyed, (ii) the Building shall be so damaged or destroyed (whether or not the Premises are damaged or destroyed) that Landlord’s repair or restoration shall require more than 210 days or the expenditure of more than 40% percent of the full insurable value of the Building (which, for purposes of this Section 7.05(c), shall mean replacement cost less the cost of footings, foundations and other structures below the street and first floors of the Building) immediately prior to the Casualty or (iii) more than 50% of the Premises shall be damaged or destroyed (as estimated in any such case by a reputable contractor, architect or engineer designated by Landlord), then in any such case Landlord or Tenant may terminate this Lease by notice given to the other within 90 days after the Casualty. (d) Landlord shall not carry any insurance on Tenant’s Property or on Tenant’s Improvements and Betterments and shall not be obligated to repair or replace Tenant’s Property or Tenant’s Improvements and Betterments. Tenant shall look solely to its insurance for recovery of any damage to or loss of Tenant’s Property or Tenant’s Improvements and Betterments. Tenant shall notify Landlord promptly of any Casualty in the Premises. (e) This Section 7.05 shall be deemed an express agreement governing any damage or destruction of the Premises by fire or other casualty, and Section 227 of the New York Real Property Law providing for such a contingency in the absence of an express agreement, and any other law of like import now or hereafter in force, shall have no application.

Casualty. Upon the occurrence of a Casualty prior to or during the term of this Lease, the Lessee of the Unit or Units suffering such Casualty or Lessee's Agent shall give Certificate Purchasers and Lessor prompt notice thereof (a "Casualty Notice"). The Casualty Notice shall specify whether: (a) If Lessees will, on a joint and several basis, pay to Lessor, for the Demised Premises benefit of the Certificate Purchasers, the Casualty Amount of the Unit suffering such Casualty, which payment shall be partially or totally damaged or destroyed by fire or other casualty made no later than the next scheduled Payment Date occurring after such Casualty or, if such Casualty occurs during the last 5 Business Days prior to a Payment Date, then no later than the second Payment Date (each, a “Casualty”the "Casualty Settlement Date"), then Tenant, at Tenant’s sole cost and expense, provided that in any event the Casualty Settlement Date shall promptly repair and restore be no later than the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection last day of the insurance proceeds attributable to such Casualty.Lease Term; or (b) If all such Lessee will replace the Unit with respect to which the Casualty has occurred pursuant to the following provisions of this Section 6.1, provided that upon the occurrence and during the continuance of an Event of Default or part of the Demised Premises an Incipient Default, Lessees shall be rendered untenantable by reason jointly and severally obligated, at the option of Lessor, to make the payments referred to in clause (a) above and shall not be entitled to exercise any right or election of replacement pursuant to this clause (b). If such Lessee has elected, or is required, to pay the Casualty Amount pursuant to clause (a) above, Lessees, on a Casualtyjoint and several basis, shall continue to make all payments of Rent due under this Lease until and including the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date Casualty Settlement Date. Upon payment of the Casualty Amount in respect of any Unit suffering a Casualty on such Casualty Settlement Date, the remaining scheduled payments of Capital Rent, if any, as well as the amount of the Lease Balance remaining following the payment of the final installment of Capital Rent at the end of the Lease Term (assuming the exercise of all possible Renewal Terms) shall each be reduced by an amount equal to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion product of the Demised Premises for scheduled amount of such Capital Rent payment or such remaining Lease Balance, as the ordinary conduct case may be (determined in each case prior to the receipt of business such Casualty Amount), multiplied by the Unit Value Fraction of the Unit suffering such Casualty. If such Lessee or Lessees' Agent has given notice that such Lessee intends to replace the Unit suffering such Casualty, and such replacement is permitted under the foregoing clause (in which case the Fixed Rent and the Additional Rent allocable b), such Lessee may make subject to such reoccupied portion shall be payable by Tenant from this Lease, not more than 60 days after the date of such occupancy)Casualty Notice, a replacement for such Unit meeting the suitability standards hereinafter set forth. Landlord’s determination To be suitable as a replacement Unit, an item must be of the date same general type, year of construction (or a later year of construction), function, utility, state of repair and operating condition (immediately preceding the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after Casualty assuming that such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent Unit had been maintained in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason terms of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of Section 5.3) as the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to Unit suffering the Casualty, thenmust have a Fair Market Value of not less than the Fair Market Value (immediately preceding the Casualty assuming that such Unit had been maintained in accordance with the terms of Section 5.3) of the Unit suffering the Casualty and be free and clear of any Liens other than Permitted Liens. Such Lessee shall cause a Xxxx of Sale and Acceptance Certificate to be executed and delivered to Lessor and the Certificate Purchasers in order to subject such replacement item to this Lease, without prejudice and upon such execution and delivery and the receipt by Lessor and the Certificate Purchasers of (i) evidence reasonably satisfactory to Lessor of such Lessee's compliance with the insurance provisions of Section 6.2 with respect to such replacement item, and (ii) an opinion of counsel to such Lessee in form and substance reasonably satisfactory to Lessor opining, among other things, to the effect that all appropriate filings, recordings and other acts have been taken to protect the right, title and interest of Lessor, on behalf of the Certificate Purchasers, in such replacement item and that no other filing, recording, deposit, or giving of notice with or to any Authority is necessary to protect such right, title and interest in such replacement item, such replacement item shall be deemed a "Unit" for all purposes hereof. If Lessor has received the amount payable with respect to the Casualty and all other remedies which amounts due hereunder and no Event of Default or Incipient Default exists, the applicable Lessee shall be entitled to receive from Lessor the proceeds of any recovery in respect of the Unit from insurance or otherwise ("Casualty Recoveries"), and Lessor, subject to the rights of any insurer insuring the Units as provided herein, shall execute and deliver to such Lessee, or to its assignee or nominee, a quitclaim xxxx of sale (without representations or warranties except that the Unit is free and clear of Lessor Liens) for the Unit, and such other documents as may be available required to Landlordrelease the Unit from the terms of this Lease, there in such form as may reasonably be requested by such Lessee. All fees, costs and expenses relating to a substitution as described herein shall be no abatement of Rentborne by Lessees. Nothing contained Except as otherwise provided in this Section 7.05 6.1, Lessees shall relieve Tenant not be released from their obligations hereunder in the event of, and shall bear the risk of, any liability that may exist as a result Casualty to any Unit prior to or during the term of any Casualtythis Lease and thereafter until all Lessees' obligations hereunder are fully performed.

Casualty. (a) If the Demised Premises shall be partially or totally any Property is damaged or destroyed by fire or other casualty (each, a “Casualty”)) prior to the Closing for said Property, then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore after the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection applicable Seller becomes aware of the insurance proceeds attributable damage or destruction, the Seller will send Purchaser written notice thereof (the “Damage Notice”). If a Major Individual Casualty (as defined below) occurs, then Purchaser may within the period thirty (30) days after the date of the Damage Notice (such period, the “Casualty Review Period”) solely with respect to up to four (4) Properties in the aggregate (including any Properties terminated under Section 8.2) elect to exclude such affected Property from the sale hereunder in which case (i) such Property shall be removed from the Properties to be sold at Closing hereunder, (ii) all references hereunder to such CasualtyProperty shall be deemed deleted and (iii) the Purchase Price shall be reduced by an amount equal to the Removal Price (as defined below) for such Property. (b) If Purchaser does not exclude a Property or terminate this Agreement within the 30-day period with respect to such Casualty (or if Purchaser does not have the right to terminate this Agreement because the Casualty is not a Major Individual Casualty or Major Aggregate Casualty/Taking (as hereinafter defined)), the Closing will proceed in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding the occurrence of such Casualty and the applicable Seller will pay or assign to Purchaser at the Closing, its right, title and interest in and to all or part insurance proceeds, if any, resulting from the Casualty, subject to any rights of the Demised Premises shall be rendered untenantable Mortgage Lender Parties under the applicable Loan Documents, less reasonable third-party out-of-pocket costs actually incurred by reason Seller to commence and prosecute the repair of a the Casualty. (c) As used in this Agreement, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 “Removal Price” with respect to each Property shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: equal (i) for any individual Property specifically listed on Exhibit D, the date portion of the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently Purchase Price allocated to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable such Property on such earlier date Exhibit D and the abatement shall cease); or (ii) the date Tenant or for any subtenant reoccupies a portion other individual Property, an amount equal to one hundred and two and twenty seven hundredths percent (102.27%) of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date fair value of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such disputeProperty, Tenant shall pay Rent as determined in accordance with Landlord’s determination. Notwithstanding International Financial Reporting Standards (IFRS) as of June 30, 2011 and publicly disclosed by the foregoingapplicable Seller (or its parent company, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyapplicable).

Casualty. (a) If After the Demised Commencement Date, if the Leased Premises or any part thereof shall be partially or totally damaged or destroyed by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In the event of any fire or other casualty to the Building, Landlord shall, within the later of: (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with a) ninety (90) days of such fire or without the collection of the insurance proceeds attributable to such Casualty. other casualty; or (b) If all or part of the Demised Premises shall be rendered untenantable by reason within thirty (30) days of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: 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 of the premises in the Building that Tenant leases from Landlord, whether pursuant to this Lease or otherwise, or those portions of the Building affecting the use and enjoyment of all of the premises in the Building that Tenant leases from Landlord, whether pursuant to this Lease or otherwise, can be reconstructed within two hundred seventy (270) days from the occurrence of such 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 the Demised Premises is made tenantable (of Tenant’s Notice, then this Lease shall be canceled; provided, however, that if Landlord completes restoring the Demised Premises would 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 (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 been tenantable at an earlier date but for Tenant having failed diligently no further obligation or claim, one to prosecute repairs or restorationthe other, then the Demised Premises this Lease shall be deemed null and void and of no further force and effect. Landlord shall not be liable for any inconvenience, loss of business or annoyance to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or damage to the business of Tenant resulting in any subtenant reoccupies way from such damage or the repair thereof except that Landlord shall allow Tenant a portion fair diminution of the Demised Premises for the ordinary conduct of business (in which case the Fixed Base Rent and the Additional Rent allocable during the time and to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of extent that the date the Demised Leased Premises is tenantable shall be controlling unless Tenant disputes same unfit for occupancy. During the period of any reconstruction undertaken by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such disputeLandlord, Tenant shall pay Rent in accordance with be responsible to remove its personal property, fixtures and equipment from the damaged area prior to Landlord’s determinationinstitution of reconstruction work. Notwithstanding the foregoingLandlord shall have no liability to Tenant with respect to any damage, if by reason loss or theft of any act or omission by Tenantsuch personal property, any subtenant or any fixtures and equipment not so removed. If Landlord elects to restore the Building as herein provided, with respect to the restoration of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee the Leased Premises Landlord shall be unable obligated to collect all restore only those portions of the insurance proceeds (includingLeased Premises which were originally provided at Landlord’s expense, without limitation, rent insurance proceeds) applicable to and the Casualty, then, without prejudice to any other remedies which may be available to restoration of items in the Leased Premises not provided at Landlord, there ’s expense shall be no abatement the obligation of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyTenant.

Casualty. If any System, in whole or in part, is lost, stolen, -------- damaged or destroyed, or is taken in any condemnation or similar proceeding (an "Event of Loss"), Lessee shall immediately notify Lessor. Lessee shall, at its option (a) If immediately place the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (eachaffected Equipment and Software in good condition and working order, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) replace the affected item with like equipment or software in good condition and transfer clear title and any sublicense to Lessor, or (c) pay to Lessor, within thirty (30) days of the Event of Loss, an amount equal to the Stipulated Loss Value ("SLV") as defined below, for such affected Equipment or Software plus any other unpaid amounts then due under the Lease. If all or an Event of Loss occurs as to part of a System for which the Demised Premises SLV is paid, a pro rata amount of Rent shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period xxxxx from the date the SLV payment is received by Lessor. Upon payment of the Casualty SLV, title to the earlier of: applicable Equipment and the sublicense to the applicable Software shall pass to Lessee with no warranties, subject to the rights, if any, of the insurer. The SLV shall be an amount equal to all future Rent from the last Rent Payment Date for which Rent has been paid to the end of the Term with each such payment discounted to present value at a simple interest rate equal to five percent (i5%) per annum or, if such rate is not permitted by law, then at the date lowest permitted rate, plus (a) if Lessee selects Purchase Option B, twenty percent of the Demised Premises is made tenantable product obtained by multiplying the total number of Rent payments shown on the Schedule for the applicable Term by the then periodic Rent, or (providedb) if Lessee selects Purchase Option C, that if the Demised Premises would percent set forth in the Purchase Option C election in the Schedule times the Price as it may have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or adjusted (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy"Percent Option Amount"). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of If Lessor receives any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable , Lessor shall apply such proceeds to the Casualty, then, without prejudice Lessee's outstanding obligations with any remaining sums to any other remedies which may be available delivered to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyLessee.

Casualty. (a) If A. In the Demised event the Premises shall be partially or the Building are materially or totally damaged or destroyed are rendered materially or wholly untenantable by fire or other casualty or accident, Landlord may, as provided for hereinafter, give Tenant written notice of Landlord’s election to terminate the Lease, and thereupon the term of the Lease shall expire by lapse of time upon the tenth (each10th) day after such notice is given, a and Tenant shall vacate the Premises and surrender the same to Landlord. Landlord shall, within the later of (a) one hundred twenty (120) days from the fire or casualty or (b) thirty (30) business days after Landlord receives written notice from its insurance carrier regarding the extent of insurance proceeds Landlord will receive to restore the Building and/or the Premises, give Tenant written notice (“CasualtyCasualty Notice”) of its intention to either (i) restore or rebuild the Premises in character, layout and area substantially equal to the Premises damaged or destroyed immediately prior to such damage or destruction (except Landlord shall not be required to rebuild, repair or replace any part of the furniture, equipment, trade fixtures and other improvements [including Tenant Improvements, if any] which may have been placed by Tenant [or by Landlord on behalf of Tenant] in the Premises) within two hundred forty (240) days from the date of such fire or other casualty (but such two hundred forty [240] day period shall be subject to reasonable extensions and delays resulting from acts of God, fire, strikes, lockouts, labor trouble, inability to procure materials by reason of governmental restrictions, riots, insurrection, war or other causes beyond the reasonable control of Landlord) or (ii) terminate this Lease, as hereinbefore mentioned. In the event Landlord elects to restore or rebuild the Premises, Base Rent and all other obligations of Tenant shall xxxxx as of the date of such fire or other casualty (as long as Tenant shall not be in monetary or material nonmonetary default under this Lease after the expiration of any applicable cure period and such damage or casualty was not caused by Tenant) until the Premises shall have been restored or rebuilt by Landlord as required hereunder and possession thereof shall have been delivered to Tenant. If Landlord fails to give the Casualty Notice within the period required under this Section or, if Landlord fails to repair the damage (if the Casualty Notice notes Landlord’s intention to do so) from the casualty within the period set forth in the Casualty Notice (subject to force majeure), then TenantTenant shall have the right (provided Tenant is not in default under the Lease beyond any applicable notice and cure period and Tenant cannot conduct its business operations within the Premises) to elect to immediately cancel this Lease by giving written notice to Landlord, at provided such notice states that “Landlord failed to cancel this Lease within the required time period of Section 15 of the Lease” and that “Landlord’s failure to void Tenant’s sole cost and expense, notice of termination of the Lease within fifteen (15) business days of Landlord’s receipt of this correspondence shall promptly repair and restore the Demised Premises, including Landlords’ Work, be deemed Landlord’s acceptance of Tenant’s Improvements and Bettermentstermination of the Lease”. A copy of such notice must be simultaneously sent to Landlord’s counsel (or such other parties as Landlord may from time to time designate) in accordance with the notice provisions of this Lease in order for such request to be deemed effective. In the case Tenant gives a termination notice because Landlord failed to repair the casualty within the applicable time period, Landlord can only void Tenant’s Property and Fixtures with or without the collection termination notice by delivery of the insurance proceeds attributable to such Casualty. Premises in the condition required under this Section within thirty (b30) If all or part business days of Landlord’s receipt of the Demised Premises termination notice. Notwithstanding anything to the contrary contained in this Section, Tenant shall be rendered untenantable have the option to cancel the Lease, in the event such casualty was not caused by reason Tenant and (i) the casualty occurs during the last year of a Casualtythe Lease Term, (ii) the casualty occurs at any time and, in both Landlord’s and Tenant’s reasonable opinion, the Fixed Rent restoration will take over three hundred sixty (360) days from said occurrence or (iii) the Casualty Notice informs Tenant that Landlord intends to restore (and not terminate), but the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears restoration will take over two hundred seventy (270) days to the total area of the Demised Premises, for the period restore from the date of the Casualty casualty or damage. B. In the event the Premises are partially [e.g., less than ten percent (10%) of the Premises] damaged or are rendered partially [e.g., less than ten percent (10%) of the Premises] untenantable by fire or other casualty, Landlord shall within one hundred eighty (180) days from the fire or casualty repair the area of the Premises damaged in a manner substantially equal to the earlier of:Premises damaged or destroyed immediately prior to such damage or destruction [except Landlord shall not be required to rebuild, repair or replace any part of the furniture, equipment, trade fixtures and other improvements (including Tenant Improvements, if any) which may have been placed by Tenant (or Landlord on behalf of Tenant) in the Premises]. Such one hundred eighty (180) day period shall be subject to reasonable extensions and delays resulting from acts of God, fire, strikes, lockouts, labor trouble, inability to procure materials by reason of governmental restrictions, riots, insurrection, war or other causes beyond the reasonable control of Landlord. If Landlord does not repair the damage from the casualty within the aforesaid period required hereunder, then Tenant shall have the right (provided Tenant is not in default under the Lease beyond any applicable notice and cure period and Tenant cannot conduct its business operations within the Premises) to elect to cancel the Lease by giving written notice to Landlord, provided such notice states that “Landlord failed to cancel this Lease within the required time period of Section 15 of the Lease and that Landlord’s subsequent failure to void Tenant’s notice of termination of the Lease within thirty (30) business days of Landlord’s receipt of this correspondence shall be deemed Landlord’s acceptance of Tenant’s termination of the Lease”. Accordingly, Landlord can only void Tenant’s termination notice by delivery of the Premises in the condition required under this Section within thirty (30) business days of Landlord’s receipt of the termination notice. A copy of such notice must be simultaneously sent to Landlord’s counsel (or such other parties as Landlord may from time to time designate) in accordance with the notice provisions of the Lease in order for such request to be deemed effective. C. Notwithstanding anything to the contrary contained in this Section, if any mortgagee under a deed to secure debt, security agreement or mortgage requires the insurance proceeds from a casualty (iwhether a casualty causes total or partial damage) be applied against the date mortgage debt, Landlord shall have no obligation to rebuild and restore (in the Demised Premises is made tenantable (case of a casualty causing total or partial damage) and the Lease shall terminate upon notice to Tenant; provided, however, that if Landlord shall notify Tenant, within thirty (30) days after any such mortgagee gives a notice to Landlord of such election to apply such proceeds against the Demised Premises would have been tenantable at an earlier date but for mortgage debt, of the fact that such mortgagee has done so. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant having failed diligently against loss or damage to prosecute repairs the Building or restoration, then to the Demised Premises shall be deemed for the sole benefit of the party carrying such insurance and under its sole control. Tenant hereby waives the provisions of any applicable law and agrees that the provisions of this Section shall control in lieu thereof. D. In the event Landlord elects to have been made tenantable on such earlier date restore or rebuild as provided for in Subsection A of this Section or restores or rebuilds pursuant to Section B of this Section, it is agreed that this Lease shall continue in full force and effect and Tenant shall promptly repair, restore or replace Tenant’s Improvements, trade fixtures, furniture, equipment, signs, and contents in the Premises in a manner and to a condition substantially equal to that existing prior to their damage or destruction, and the abatement proceeds of all insurance carried by Tenant on said property shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises be held in trust by Landlord for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date purposes of such occupancy)repair, restoration, or replacement. Landlord’s determination It is also agreed that during any period of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such disputerestoration, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding will be responsible for the foregoing, if by reason security of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds its property (including, without limitation, rent insurance proceedsall goods, inventory, equipment) applicable and will be responsible at its sole cost and expense to remove same from the Casualtydamaged Premises (as directed by Landlord) pending restoration, then, without prejudice to if necessary; it being understood and agreed that Landlord will have no responsibility or liability with respect thereto if the same remain in any other remedies which may be available to Landlord, there shall be no abatement portion of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtythe damaged Premises.

Casualty. Upon the occurrence of a Casualty or a series of Casualties with respect to a Unit or Units with a Purchase Price aggregating in excess of $1,000,000 during the term of this Lease or as otherwise required by Section 5.8, Lessee shall give Lessor and Agent prompt notice thereof (a "Casualty Notice"). The Casualty Notice shall specify whether Lessee will: (a) If pay to Lessor the Demised Premises Casualty Amount of the Unit or Units suffering such Casualty or series of Casualties, together with all other Rent then due and owing, which payment shall be partially made on the next scheduled Payment Date after such Casualty or totally damaged or destroyed by fire or other casualty (eachthe latest in time of such series of Casualties, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to unless such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period Payment Date is less than 30 days from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (providedNotice, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises in which case such payment shall be deemed to have been made tenantable on such earlier date and the abatement shall ceasefollowing Payment Date (the "Casualty Settlement Date"); or (iib) replace the date Tenant Unit or any subtenant reoccupies a portion Units with respect to which the Casualty or series of Casualties has occurred pursuant to the following provisions of this Section 6. 1. If Lessee has elected to pay the Casualty Amount pursuant to clause (a) above, such Lessee shall continue to make all payments of Rent due under this Lease until and including the Casualty Settlement Date. Upon payment of the Demised Premises for the ordinary conduct Casualty Amount in respect of business (in which case the Fixed any Unit suffering a Casualty on such Casualty Settlement Date together with all Basic Rent and Supplemental Rent then due and owing, the Additional Rent allocable to such reoccupied portion remaining scheduled payments set forth on Schedule II, if any, shall be payable reduced by Tenant from an amount equal to the product of the scheduled amount of each such payment (determined in each case prior to the receipt of such Casualty Amount), multiplied by the Unit Value Fraction of the Unit or Units suffering such Casualty or series of Casualties. If Lessee has given notice that it intends to replace the Unit or Units suffering such Casualty or series of Casualties, Lessee may make subject to this Lease, not more than 60 days after the date of such occupancyCasualty Notice, a replacement for such Unit or Units meeting the suitability standards hereinafter set forth. To be suitable as a replacement Unit, an item (or items) (i) shall be of a type described in the Appraisal delivered on the Delivery Date (provided that in no event may any Replacement Unit be of a capacity greater than 3499 gallons). Landlord’s determination , (ii) taken as a whole, must be of the date same economic useful life, state of repair and operating condition (immediately preceding the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after Casualty or Casualties assuming that such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent Unit or Units had been maintained in accordance with Landlord’s determination. Notwithstanding the foregoingterms of Section 5.3) as the Unit or Units, if by reason taken as a whole, suffering the Casualty or Casualties, (iii) taken as a whole, must have a fair market value and residual value of not less than the fair market value and residual value (immediately preceding the Casualty assuming that such Unit or Units had been maintained in accordance with the terms of Section 5.3) of the Unit or Units, taken as a whole, suffering the Casualty or Casualties, (iv) must be free and clear of any act Liens other than Permitted Liens, and (v) must be located in the same state as the Unit or omission Units suffering the Casualty or Casualties. Lessee shall (A) execute and deliver to Lessor a Xxxx of Sale substantially in the form of Exhibit I to the Participation Agreement and an Acceptance Certificate substantially in the form of Exhibit E to the Participation Agreement in respect of such replacement Unit or replacement Units, (B) provide evidence that the insurance required by TenantSection 6.2 is in effect with respect to such replacement Unit or replacement Units, (C) perform all acts and execute, file and/or record any and all documents, financing statements and other instruments as are necessary or appropriate under Applicable Laws and Regulations or reasonably requested by Lessor or Agent to perfect Lessor's title to such replacement Unit or replacement Units and to perfect Agent's Lien and security interest in such replacement Unit or replacement Units as a first priority security interest subject to no Liens other than Permitted Liens and provide Lessor and Agent with evidence thereof and (D) provide an Officer's Certificate and opinion of counsel (which may be in-house counsel to Lessee) as to the enforceability of the Xxxx of Sale and as to the perfection of such title security interest. If (i) Lessor has received the amount payable with respect to the Casualty or Casualties and all other amounts due hereunder, or (ii) the Units have been substituted in accordance herewith, and, in each case, no Lease Event of Default exists, Lessee shall be entitled to receive from Lessor the proceeds of any recovery in respect of the Unit or Units from insurance or otherwise ("Casualty Recoveries"), and Lessor, subject to the rights of any insurer insuring the Units as provided herein, shall transfer title to the Units suffering such Casualty or Casualties to Lessee "as-is, where-is" without representation or warranty of any kind, except as to the absence of Certificate Trustee Liens. All fees, costs and expenses relating to a substitution as described herein shall be borne by Lessee. Except as otherwise provided in this Section 6.1, Lessee shall not be released from its obligations hereunder in the event of, and shall bear the risk of, any subtenant Casualty or Casualties to any Unit prior to or during the term of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect this Lease and thereafter until all of the insurance proceeds Lessee's obligations hereunder are fully performed. Any payments (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice received at any time by Lessor or Lessee from any Governmental Authority or other party with respect to any other remedies which may be available loss or damage to Landlord, there any Unit or Units not constituting a Casualty (i) up to $1,000,000 shall be paid to Lessee, so long as no abatement Lease Event of RentDefault shall have occurred and be continuing, for application to repair or replacement of property in accordance with Sections 5.1 and 5.3, and (ii) in excess of $1,000,000 will be held by Agent and applied directly in payment of repairs or for replacement of property in accordance with the provisions of Sections 5.1 and 5.3, if not already paid by Lessee, or if already paid by Lessee and no Lease Event of Default shall have occurred and be continuing, shall be applied to reimburse Lessee for such payment, and any balance remaining after compliance with said Sections with respect to such loss or damage shall be retained by Lessee. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyLESSEE HEREBY ASSUMES ALL RISK OF LOSS, DAMAGE, THEFT, TAKING, DESTRUCTION, CONFISCATION, REQUISITION, COMMANDEERING, TAKING BY EMINENT DOMAIN OR CONDEMNATION, PARTIAL OR COMPLETE, OF OR TO EACH UNIT, HOWEVER CAUSED OR OCCASIONED, SUCH RISK TO BE BORNE BY LESSEE WITH RESPECT TO EACH UNIT FROM THE DATE OF THIS LEASE, AND CONTINUING UNTIL SUCH UNIT HAS BEEN RETURNED TO LESSOR IN ACCORDANCE WITH THE TERMS HEREOF. LESSEE AGREES THAT NO OCCURRENCE SPECIFIED IN THE PRECEDING SENTENCE SHALL IMPAIR, IN WHOLE OR IN PART, ANY OBLIGATION OF LESSEE UNDER THIS LEASE, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION TO PAY RENT.

Casualty. (a) 5.1 If any part of the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (eachcasualty, a “Casualty”)Landlord shall proceed with reasonable diligence to repair such damage, then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or if any part of the Demised Premises shall be rendered untenantable by reason of a Casualtysuch damage, the Fixed Rent and rent payable hereunder, to the Additional Rent under Sections 2.02 and 2.03 extent that such rent relates to such part of the Premises shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty such damage to the date upon which Tenant enters into and repossesses the Premises, unless such fire or other casualty shall have resulted from the negligence of Tenant, in which event Tenant’s rent obligations shall continue unabated hereunder (unless Landlord otherwise receives the rental payments otherwise due hereunder from rent insurance proceeds). 5.2 Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the Premises shall in the Landlord’s or Tenant’s opinion reasonably exercised be prospectively untenantable in whole or in part for six (6) months or more, either party shall have the right to elect to cancel the Lease by giving written notice, which notice shall specify the date of cancellation not earlier of: than thirty (30) days following the giving of such notice. Additionally, if the Premises are not actually fully restored to Tenant for use hereunder by the first day of the sixth (6th) month after the casualty, Tenant shall have the right thereafter to cancel this Lease on thirty (30) days prior written notice to Landlord. Any cancellation described herein shall otherwise be of no effect upon the prior covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Notwithstanding the foregoing, if: (i) fifty (50%) percent or more of the date the Demised Premises is made tenantable damaged from fire or casualty during the last twelve (provided12) months of the term of the Lease, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) Landlord shall not have substantially completed the date Tenant or any subtenant reoccupies a portion making of the Demised required repairs to the Premises for the ordinary conduct of business within ninety (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant 90) days from the date of such occupancy). Landlord’s determination fire or other casualty, then Tenant may terminate this Lease and the term and estate hereby granted by giving a notice to such effect to Landlord within fifteen (15) days following the expiration of such ninety (90) day period and upon the giving of such notice this Lease and the term and estate hereby granted shall terminate as of the date occurring fifteen (15) days following such notice as if such date were the Demised Premises is tenantable date set forth in this Lease as the Expiration Date. 5.3 Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord’s and Tenant’s property therein, against loss, damage of destruction by fire or other casualty) a waiver of the insurer’s right of subrogation against the other party, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer’s charge therefor, such waiver, agreement or permission shall be controlling unless Tenant disputes same by written notice included in the policy. 5.4 Each party hereby releases the other party, with respect to Landlord within 10 days after such determination by Landlord and pending resolution any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or any policies containing a waiver of their respective partnerssubrogation or permission to release liability, directorsas provided in the preceding paragraph. If, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all notwithstanding the recovery of the insurance proceeds (includingby either party for loss, without limitationdamage or destruction of its property, rent insurance proceeds) applicable the other party is liable to the Casualtyfirst party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, without prejudice provided the first party’s right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party’s insurance against such loss, damage or destruction shall be offset against the second party’s liability to any other remedies which may the first party therefor, or shall be made available to Landlordthe second party to pay for replacement, there shall be no abatement repair of Rentrestoration, as the case may be. Nothing contained in this Section 7.05 paragraph shall be deemed to relieve Tenant from any liability that may exist as a result either party of any Casualtyduty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. The terms of this paragraph shall supersede any inconsistent provisions in this Lease.

Casualty. (a) If the Demised 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 Tenant, at Tenant’s sole cost and expense, (i) Landlord shall promptly repair and restore the Demised Building (including, without limitation, the Landlord Obligation Areas, but excluding the Premises, including Landlords’ Workother than any Landlord Obligation Areas within the Premises, and all Fixtures and Tenant’s Improvements and Betterments's Property) with due diligence (provided, Tenant’s Property and Fixtures with that Landlord shall not be required to perform the same on an overtime or without premium pay basis except to the collection of extent the insurance carrier agrees to pay for such overtime without reducing the total insurance proceeds attributable available to be paid to Landlord) after Landlord has actual knowledge of such Casualty and (ii) Tenant shall repair and restore, in accordance with Section 4.02, the Premises (including, without limitation, all Fixtures and Tenant's Property, but excluding all Landlord Obligation Areas) with reasonable dispatch after the Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable If, by reason of a Casualty, all or part of the Premises shall be rendered Untenantable, whether by reason of damage to the Premises or by reason of damage to other portions of the Building which results in a lack of reasonable access to, or a material interference with the ability to use, the Premises, the Fixed Rent and the Additional Rent Charges under Sections 2.02 2.04 and 2.03 2.05 shall be abated in the proportion that the untenantable Untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: of (i) the date (the Demised "Substantial Completion Date") that Landlord substantially completes the repair and restoration to the portions of the Building (including, without limitation, the Landlord Obligation Areas, but excluding the Premises, other than any Landlord Obligation Areas within the Premises, and all Fixtures and Tenant's Property) necessary in order to render the Premises is made tenantable (the "Required Restoration Work") (provided, that if the Demised Premises such repair and restoration would have been tenantable substantially completed at an earlier date but for Tenant having failed diligently to prosecute cooperate with Landlord in effecting repairs or restorationrestoration or collecting insurance proceeds or any Tenant Delay, then the Demised Premises such repair and restoration shall be deemed to have been made tenantable substantially completed on such earlier date and the abatement shall cease); or cease on such earlier date) or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of Tenant's normal business operations therein (in which case the Fixed Rent and the Additional Rent Charges allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s 's determination of the date the Demised Premises is tenantable Substantial Completion Date shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after Landlord shall have given notice of such determination by Landlord to Tenant, and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s 's determination. Notwithstanding If it is resolved that the foregoing, if Substantial Completion Date was not the date so fixed by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee payments of Rent paid by Tenant to Landlord during the period commencing on such date fixed by Landlord and ending on the day before the proper Substantial Completion Date, together with interest thereon at the Prime Rate from the date of the applicable payments by Tenant to the date of payment by Landlord, shall be unable paid by Landlord to collect all Tenant within 30 days after the resolution of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rentsuch dispute. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty. For purposes of this Section 7.05(b), in the case of any Casualty which renders all or part of the Premises Untenantable, the Required Restoration Work shall be deemed to be substantially completed on the date upon which such work is completed other than minor details or adjustments to such work, but only if such details or adjustments shall not interfere in any material respect with Tenant's ability to repair and restore the portion of the Premises (including, without limitation, Tenant's Fixtures and Tenant's Property) rendered Untenantable by such Casualty or thereafter use and occupy such portion of the Premises for the ordinary conduct of Tenant's intended use of such portion of the Premises (as such use is shown on, or reasonably inferable from Tenant's then current plans and specifications with respect to Tenant's repair and restoration work); provided, that such intended use is permitted pursuant to Section 1.05. "Untenantable" means that Tenant (or any applicable subtenant of Tenant) shall be unable to occupy, and shall not be occupying, the Premises or the applicable portion thereof for the purposes for which Tenant (or such subtenant) was using the Premises or such portion thereof immediately prior to the Casualty or other event in question (including for the purpose of construction if Tenant (or such subtenant) was then performing Alterations in the Premises or such portion thereof).

Casualty. (a) If the Demised Facility or any portion thereof or any other part of the Premises shall be partially damaged, destroyed or totally damaged contaminated by fire, tornado, flood or destroyed by fire or any other casualty or peril (eachincluding without limitation, release of any Hazardous Material) (any such occurrence being referred to as a “Casualty”), then 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, at with the advice and assistance of such architect, shall give written notice (“Tenant’s sole cost and expenseCasualty Notice”) to Landlord as promptly as practicable following the Casualty, but in no event later than sixty (60) days thereafter, which shall promptly repair and restore the Demised Premises, including Landlords’ Work, state: (a) Tenant’s Improvements and Betterments, Tenantarchitect’s Property and Fixtures with or without the collection reasonable estimate of the insurance proceeds attributable time to such Casualty. substantially complete the Casualty Restoration; and (b) If all or part Tenant’s architect’s reasonable estimate of the Demised 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 Casualty (but in no event to exceed the scope of the Plans) so that upon completion of same, the value and rental value of the Premises shall be rendered untenantable by reason at least equal to the value and rental value of a the Facility immediately prior to the Casualty, . If Landlord fails to object in writing to the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 estimates contained in Tenant’s Casualty Notice such estimates shall be abated in the proportion deemed approved for purposes of this Section 23. If Tenant’s Casualty Notice provides that the untenantable area estimated length of time that will be required to substantially complete the Demised Premises bears to the total area of the Demised Premises, for the period 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 to the earlier of: (i) the date the Demised Premises is made tenantable (providedNotice, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case 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 Fixed Rent and estimate of Landlord’s architect provides that the Additional Rent allocable time required to such reoccupied portion shall be payable by Tenant substantially complete the Casualty Restoration will exceed twelve (12) months from the date of such occupancy)Casualty, Tenant’s estimate shall be deemed confirmed and approved by Landlord. If the estimate of Landlord’s determination 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 the date the Demised Premises is tenantable such time shall be controlling unless Tenant disputes same by written notice to Landlord be: (i) made within 10 ten (10) days after such determination by following his or her appointment; and (ii) final and conclusive on both Landlord and pending resolution of such dispute, Tenant. Landlord and Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding bear the foregoing, if by reason of any act or omission by Tenant, any subtenant or any costs of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee architects for purposes of the foregoing provision. The cost of the third architect shall be unable divided equally between Landlord and Tenant. With respect to collect all a Casualty that occurs during the last twelve (12) months of the insurance proceeds Term, in the event Tenant’s architect estimates that the cost of the Casualty Restoration would exceed fifteen (including15%) percent of the replacement cost of the Facility (exclusive of excavations, without limitationfoundations and footings) and Landlord disagrees with such estimate, rent insurance proceeds) applicable the foregoing procedure to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there arrive at an approved time estimate shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyemployed with respect to such cost estimate.

Casualty. (a) In the event of a fire or other casualty in the Leased Premises, Tenant shall immediately give notice thereof to Landlord. If the Demised Premises Building shall be partially or totally damaged or destroyed by fire or other casualty so as to render the Leased Premises untenantable (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with defined below) in whole or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualtyin part, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area rental provided for herein shall, commencing as of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy)damage or destruction, abate as to the portion of the Leased Premises rendered untenantable xxxxl such time as the Leased Premises are returned to a tenantable condition as reasonably determined by Landlord and Landlord agrees to commence and prosecute such repair work promptly and with all due diligence. Landlord’s determination Notwithstanding the above, Landlord shall have the right to terminate this Lease in the event such destruction (a) occurs at any time during the last twenty-four (24) calendar months of the term of this Lease, and (b) results in damage to or destruction of all or substantially all of the Building. If such destruction results in the Leased Premises being untenantable in whole or in substantial part and the reasonable estimation of a responsible contractor selected by Landlord as to the amount of time necessary to rebuild or restore such destruction to the Leased Premises and all other portions of the Building is twelve (12) months or more, then Tenant shall have the right to terminate this Lease. In the event either Landlord or Tenant terminate this Lease pursuant to a right granted under this Section 6.03, all rental owed up to the time of such damage or destruction shall be paid by Tenant and thenceforth this Lease shall cease and come to an end as of the date of such termination as to all obligations thereafter accruing. Landlord and Tenant shall give the Demised Premises is tenantable shall be controlling unless Tenant disputes same by other party written notice to Landlord within 10 of any decisions, estimates or elections under this Section 6.03 as soon as possible but in no event more than sixty (60) days after any such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determinationdamage or destruction. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing anything contained in this Section 7.05 6.03, to the extent Landlord is required to restore the Leased Premises, Landlord shall relieve Tenant only be obligated to restore or rebuild the Leased Premises to the condition existing immediately prior to such casualty, but in no event shall Landlord be required to expend more sums than received from any liability that may exist as a result the proceeds of any Casualtyinsurance carried by Landlord or would have received if insurance had been carried as required hereunder plus the deductible thereunder. The Leased Premises or a portion thereof shall be considered "untenantable" hereunder when the Leased Premises, or such portion thereof, are not reasonably usable for the conduct of Tenant's business.

Casualty. 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 advise Tenant of the length of time required to fully restore the Premises within thirty (a30) If days after the Demised Premises shall be partially or totally damaged or destroyed by occurrence of the fire or other casualty casualty. If it is reasonably determined by Landlord that the Premises cannot be made tenantable or otherwise suitable to the conduct of Tenant’s business within one hundred eighty (each180) days of the date of casualty, a “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 definition 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 Rent 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%), then Tenantor more, at of the Premises are untenable or reasonably unsuitable for the conduct of Tenant’s sole cost and expensebusiness, shall promptly repair and restore the Demised Premisesin Tenant's reasonable opinion, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in until the proportion that the untenantable area repair and restoration of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised entire Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently completed to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determinationSubstantial Completion. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable the rental abatement allowed pursuant to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable this Section 16.1 only applies to the Casualtyextent, thenand for any period of time, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty.rental payments to

Casualty. (a) If the Demised Premises shall be are partially or totally damaged or destroyed rendered partially unusable by fire or other casualty casualty, Landlord shall repair, at Landlord’s cost and expense (eachbut only to the extent of insurance proceeds made available to Landlord), a the damages to the core and shell of the Premises, the portions of the Building Systems contained in the Premises up to the point of connection (if any) of localized distribution, and those other parts of the Building outside of the Premises as are reasonably necessary to prevent material interference with Tenant’s use of the Premises for the Permitted Use in accordance with this Lease (“CasualtyLandlord’s Restoration Work”), then Tenantand Tenant shall repair, at Tenant’s sole cost and expenseexpense and with reasonable diligence, shall promptly repair and restore the Demised Premises, remaining parts of the Premises including Landlords’ Work, without limitation Tenant’s Property and the Improvements and Betterments, Tenant’s Property and Fixtures with or without to substantially their former condition to the collection of extent that the insurance proceeds attributable same may be feasible, subject to such Casualtyreasonable changes which shall be deemed Alterations. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 2.02, 2.01 and 2.03 Section 2.04(a) shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: of (i) the date the Demised Premises that Landlord’s Restoration Work is made tenantable substantially completed, (provided, that if the Demised Premises Landlord’s Restoration Work would have been tenantable substantially completed at an earlier date but for Tenant having failed diligently to prosecute cooperate with Landlord in effecting repairs or restorationrestoration or collecting insurance proceeds, then the Demised Premises Landlord’s Restoration Work shall be deemed to have been made tenantable substantially completed on such earlier date and the abatement shall cease); or ) or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct purpose of business the commencement of Tenant’s or such subtenant’s restoration of its improvements in the Premises (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the day following the date of such occupancy). (c) If by reason of a Casualty (i) the Building shall be totally damaged or destroyed, (ii) the Building shall be so damaged or destroyed (whether or not the Premises are damaged or destroyed) that repair or restoration shall require more than three hundred sixty-five (365) days from the date of the Casualty or the expenditure of more than forty percent (40%) of the full insurable value of the Building (which, for purposes of this Section 7.05(c), shall mean replacement cost less the cost of footings, foundations and other structures below the street and first floors of the Building) immediately prior to the Casualty and Landlord shall have simultaneously terminate leases covering no less than 75% of space in the Building (including the Premises, as set forth below in this Section 7.05(c)), then in any such case Landlord may terminate this Lease by notice given to Tenant within one hundred eighty (180) days after the Casualty. (d) Landlord shall not carry any insurance on Tenant’s Property, or Tenant’s Improvements and Betterments and shall not be obligated to repair or replace Tenant’s Property, Tenant’s Improvements and Betterments. Tenant shall look to its insurance for recovery of any damage to or loss of Tenant’s Property, Tenant’s Improvements and Betterments. Tenant shall notify Landlord promptly of any Casualty in the Premises after becoming aware thereof. (e) If, by reason of a Casualty, more than fifty percent (50%) of the Premises shall be damaged or access to the Premises shall be materially damaged and rendered substantially unusable, and provided Landlord has not otherwise elected to terminate this Lease as provided herein, then Landlord, within one hundred twenty (120) days following the date of such Casualty, shall deliver to Tenant a written statement prepared by a reputable contractor setting forth such contractor’s estimate as to the time required to substantially complete the Landlord’s determination Restoration Work. If the estimated time period exceeds three hundred sixty (360) days from the date of such Casualty, Landlord or Tenant may elect to terminate this Lease by giving notice to the other within thirty (30) days after Tenant’s receipt of such statement (time being of the date essence with respect to Tenant’s giving of such termination notice). If Landlord or Tenant timely gives such notice, the Demised Term shall expire upon thirty (30) days after such notice is given by Tenant, and Tenant shall vacate the Premises is tenantable and surrender the same to Landlord in accordance with the provisions of this Lease. If each of Landlord and Tenant fails timely to deliver such notice as aforesaid, each shall be controlling unless deemed to have waived its right to give such termination notice and shall have no further right to terminate this Lease under this Section 7.05(e) except to the extent set forth below. Except as set forth below in this Section 7.05(e), if Landlord fails to substantially complete the restoration within three hundred sixty (360) days from the date of such Casualty (or such later date set forth in such estimate for restoration), subject to extension by reason of Force Majeure or Tenant disputes same Delay, then Tenant shall have the option of terminating this Lease at any time thereafter (but prior to Landlord substantially completing the restoration) by written notice to Landlord within 10 Landlord, whereupon the Term shall expire thirty (30) days after such determination notice is given by Landlord Tenant, and pending resolution of such dispute, Tenant shall pay Rent vacate the Premises and surrender the same to Landlord in accordance with Landlord’s determinationthe provisions of this Lease. Notwithstanding The foregoing to the foregoingcontrary notwithstanding, if if, by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all written notice given during the sixty (60) day period immediately preceding the expiration of the insurance proceeds aforesaid three hundred sixty (including360) day period, without limitation, rent insurance proceeds) applicable Landlord informs Tenant that such restoration will not be completed prior to the Casualtyexpiration of the three hundred sixty (360) day period, thenbut anticipates completion of such restoration within thirty (30) days thereafter (herein, without prejudice the “Restoration Extension Period”), each of Landlord and Tenant shall not have the right to exercise its termination right, as aforesaid, until after the expiration of the Restoration Extension Period (provided Tenant exercises such termination right, in any other remedies which may be available event, prior to Landlord, there shall be no abatement of Rent. Nothing contained in this Landlord substantially completing the restoration). (f) This Section 7.05 shall relieve Tenant from be deemed an express agreement governing any liability that may exist as damage or destruction of the Premises by fire or other casualty, and Section 227 of the New York Real Property Law providing for such a result contingency in the absence of an express agreement, and any Casualtyother law of like import now or hereafter in force, shall have no application.

Casualty. (a) If In the Demised event of total or partial destruction of the Building or the Leased Premises shall be partially or totally damaged or destroyed by fire or other casualty (eachcasualty, a “Casualty”)Landlord agrees promptly to restore and repair same; provided, then Tenanthowever, at Tenant’s sole cost and expense, shall promptly repair and restore Landlord's obligation hereunder with respect to the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Leased Premises shall be rendered untenantable limited to the reconstruction of such of the leasehold improvements as were originally required to be made by reason Landlord pursuant to Section 2.02 above, if any. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of a Casualtyany such damage; provided, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated however, that in the proportion that the untenantable area event fifty percent (50%) or more of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Leased Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restorationunusable in Tenant's good faith judgment, then the Demised Premises Rent shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (xxxxx in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determinationfull. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date; or (b) destroyed by reason 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 Leased Premises; then, in 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, terminate this Lease with respect to matters thereafter accruing. Tenant waives any act right under applicable laws inconsistent with the terms of this paragraph. Notwithstanding the provisions of this paragraph, if any such damage or omission by destruction occurs within the final six (6) months of the term hereof, then either Landlord or Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (includingmay, without limitation, rent insurance proceeds) applicable regard to the Casualtyaforesaid one hundred eighty ( 180) day period, then, without prejudice terminate this Lease by written notice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtythe other.

Casualty. (a) If In the Demised event the Premises shall be or the Tenant Assets situated -------- thereon are partially or totally damaged or destroyed by fire or other casualty or damage (each, a “"Casualty”"), then TenantTenant shall have the right, but not the obligation, to cause such damage to be repaired and restored at Tenant’s 's sole cost and expense. There shall be no abatement of any Rent or any other payments due Landlord hereunder on account of any such Casualty, except to the extent of any Additional Rent which Landlord is able to economically xxxxx without (i) incurring any unreimbursed costs or expenses to the Landlord (which shall be prepaid by Tenant to Landlord as a condition precedent to any such abatement, together with such other assurances of performance if such costs and expenses cannot be precisely and definitively ascertained at the time) or (ii) causing a material adverse impact on the operations of the Landlord or other parties, if applicable, within the Premises or the Retained Land in connection with the Environmental Annex (the "Casualty Loss Abatement"). Landlord shall have no obligation or responsibility to repair, maintain or replace any part or all of the Premises or the Tenant Assets as a result of any such Casualty, except to the extent caused by the negligence or willful misconduct of Landlord or its Related Parties (defined below). (b) Subject in all respects to the terms of the Collateral Agreements, the Environmental Annex, and the Master Declaration in the event all or any portion of the Appurtenant Facilities are partially or totally destroyed by casualty or damage, Landlord shall cause such damage to be repaired and restored at Landlord's sole cost and expense, except to the extent that any such casualty or damage was caused by the negligent acts or omissions of Tenant or its Permittees, in which event Tenant shall promptly repair be solely responsible and restore the Demised Premises, including Landlords’ Workliable for any such costs and expenses; in such case, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without 's liability for the collection payment of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 performance of all the covenants, conditions and 2.03 terms hereof on Tenant's part to be performed shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtycontinue unabated.

Casualty. (a) If the Building or the Demised 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 Tenant, at Tenant’s sole cost and expense, then: (i) Landlord shall promptly repair and restore the Building and the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Premises (excluding Tenant’s Property and Fixtures Fixtures) with reasonable dispatch (but Landlord shall not be required to perform the same on an overtime or without 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 4.02 all Tenant’s Property and Fixtures with reasonable dispatch after the Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 2.04 and 2.03 2.06 and 2.07 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: : (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord will provide Tenant written notice of the date Landlord believes the Demised Premises are tenantable. Provided Landlord has given Tenant written notice that the Demised Premises are tenantable, Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord Landlord, which notice shall include Tenant’s statement with reasonable specificity as to why the Demised Premises are not tenantable, and pending resolution of such dispute, Tenant shall pay Rent in accordance with LandlordTenant’s determination. Notwithstanding the foregoing, if Upon final determination Tenant shall pay to Landlord any amounts owed within ten (10) days of resolution. (c) If by reason of a Casualty: (i) the Building shall be totally damaged or destroyed; (ii) the Building shall be so damaged or destroyed (whether or not the Demised Premises are damaged or destroyed) that Landlord’s repair or restoration shall require more than 270 days or the expenditure of more than 20% percent of the full insurable value of the Building (which, for purposes of this Section 7.06(c), shall mean replacement cost less the cost of footings, foundations and other structures below the street and first floors of the Building) immediately prior to the Casualty; (iii) more than 20% of the Demised Premises shall be damaged or destroyed or damage caused by such Casualty deprives Tenant of reasonable access to the Demised Premises and the time for Tenant or Landlord (as applicable) to restore the same to the condition required herein shall exceed nine (9) months from the date of such Casualty; or (iv) any act damage caused by a Casualty during the final twelve (12) months of the Term renders the Demised Premises wholly untenantable, deprives Tenant of reasonable access to the Demised Premises or omission deprives Tenant of the ability to conduct its business at the Demised Premises and such damage cannot be restored within ninety (90) days of the Casualty (all such estimates to be made by a reputable contractor, architect or engineer designated by Landlord and approved by Tenant, any subtenant which approval shall not be unreasonably withheld, conditioned or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee delayed and shall be unable deemed granted if Tenant does not object to collect all such contractor, architect or engineer within ten (10) days of the insurance proceeds (includingreceipt of such party’s name), without limitation, rent insurance proceeds) applicable then in any such case Landlord or Tenant may terminate this Lease by notice given to the other Party within 90 days after the Casualty, then, without prejudice . (d) Landlord shall not carry any insurance on Tenant’s Property or Tenant’s Fixtures and shall not be obligated to any other remedies which may be available repair or replace Tenant’s Property or Fixtures. Tenant shall look solely to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result its insurance for recovery of any Casualtydamage to or loss of Tenant’s Property or Fixtures. Tenant shall notify Landlord promptly of any Casualty in or affecting the Demised Premises.

Casualty. (a) If In the Demised 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 be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore limited to the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection reconstruction of such of the insurance proceeds attributable tenant finish improvements as were originally required to such Casualty. (b) If all 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 the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on any such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy)damage. Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determinationNotwithstanding. 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 reason 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 any act a clause (i) casualty, either Landlord or omission by Tenant may, or, in the case of a clause (ii) casualty, then Landlord may, upon thirty (30) days' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. In the event of a casualty rendering the Leased Premises untenantable and neither Landlord or Tenant terminate the Lease as provided hereunder, upon receipt of a written request from Tenant, any subtenant Landlord will use commercially reasonable efforts to find Tenant temporary space owned or any controlled by Landlord at the time of their respective partnersLandlord's receipt of such request, directorswhich space shall be leased by Landlord to Tenant at the same rental rate and upon the terms contained in this Lease, officersProvided the casualty rendering the Leased Premises unteriantable is not caused by the negligence of Tenant, servantsits contractors, agents, employees, agents invitees, or contractorscustomers, Landlord shall relocate Tenant to such temporary space at Landlord's expense, any Superior Lessor or any Superior Mortgagee provided, however, Landlord shall only be unable required to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability pay such expenses that may exist as a result of any Casualtyare not covered by Tenant's insurance.

Casualty. (a) If the Demised 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 Tenant, at Tenant’s sole cost and expense, (i) Landlord shall promptly repair and restore the Demised Premises, including Landlords’ Work, Building and the Premises (excluding all Fixtures and Tenant’s Improvements 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 Casualty and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty and (ii) Tenant shall repair and restore in accordance with Section 4.02 all Fixtures and Tenant’s Property with reasonable dispatch after the Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable Untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.01(a) and 2.02 and 2.03 shall be abated in the proportion that the untenantable Untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: of (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or ) or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 20 days after such determination by Landlord Landlord, and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which that may be available to Landlordagainst Tenant, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty. “Untenantable” means that Tenant shall be unable to use, and shall not be using, the Premises or the applicable portion thereof for the conduct of Tenant’s business in the manner in which such business is ordinarily conducted in such portion of the Premises.

Casualty. (a) If at any time during the Demised term of this Lease, including any extension or renewal thereof, the Premises shall be partially or totally is damaged or destroyed by fire or other casualty 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 reconstruction, restoration and repair of the Premises to a condition substantially equivalent to that existing immediately prior to the casualty. Notwithstanding anything herein to the contrary, Landlord shall not be required to rebuild, replace, or repair any of the following: (eachi) any Premises Alterations; or (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 Premises so affected until such time as same is accessible and restored to a tenantable condition, as reasonably determined by Landlord. If the damage renders the Parking Facility inaccessible or unusable in whole or in material part (the “CasualtyAffected Parking Area”), then TenantLandlord shall use commercially reasonable efforts to provide Tenant with temporary replacement parking (for the amount of parking contained in the Affected Parking Area) within a reasonable distance of the Premises until such time as same is accessible and restored to a usable condition, at Tenant’s sole cost and expenseas reasonably determined by Landlord. If Landlord is unable to provide such replacement parking, then Landlord shall promptly repair and restore reimburse Tenant for all reasonable expenses incurred by Tenant in shuttling its employees to the Demised Premises, including Landlords’ Workuntil such time as the Affected Parking Area is accessible and restored to a usable condition, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualtyas reasonably determined by Landlord. (b) If all the Premises is damaged by fire or part other casualty to such an extent that, in the reasonable judgment of the Demised Premises shall be rendered untenantable by reason of a CasualtyLandlord’s architect or engineer, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall damage cannot be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: substantially repaired within two hundred seventy (i270) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from days after the date of such occupancy). Landlord’s determination damage, or if the Premises are substantially damaged during the final twenty-four (24) calendar months of the Term, then: (i) Landlord may terminate this Lease as of the date of such damage by written notice to Tenant; or (ii) Tenant may terminate this Lease as of the Demised Premises is tenantable shall be controlling unless Tenant disputes same date of such damage by written notice to Landlord within 10 thirty (30) days after (x) Landlord’s delivery of a notice that the repairs cannot be made within such determination by 270-day period (Landlord and pending resolution shall use reasonable efforts to deliver to Tenant such notice within sixty (60) days of the date of such disputedamage or casualty); or (y) the date of damage, Tenant shall pay Rent in accordance with Landlord’s determinationthe event the damage occurs during the final twenty-four (24) calendar months of the Term. Notwithstanding Without limitation to the foregoing, if the Premises is damaged by reason fire or other casualty and the reasonable estimate of any act the cost to repair such damage (as determined by Landlord’s architect or omission engineer) exceeds the proceeds of insurance paid to Landlord plus the applicable deductible, then Landlord shall not be obligated to incur expenses in excess of such insurance proceeds to repair such damage and may terminate this Lease as of the date of such damage by written notice to Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee . Rent shall be unable apportioned and paid to collect the date of such damage, all Rent shall be prorated to the date of the insurance proceeds casualty, and the parties hereto shall be released from any obligations thereafter accruing under this Lease (including, without limitation, rent insurance proceedsexcept as otherwise provided herein). (c) applicable Notwithstanding anything to the Casualtycontrary contained herein, thenif a substantial portion of the Premises is destroyed or rendered untenantable by casualty such that Tenant cannot reasonably use (and Tenant does not use) the Premises for the normal operation of its business, without prejudice and Landlord undertakes to reconstruct, restore or repair the Premises and fails to restore same to the condition required pursuant to the terms hereof (and/or Tenant’s access to the Premises if same is impaired by such casualty), within two hundred seventy (270) days following the date of casualty, Tenant may terminate this Lease by written notice to Landlord at any other remedies which may be available time thereafter but prior to restoration and delivery of the Premises (and access to the Premises) to Tenant; provided, however, if Landlord’s completion of the restoration has been delayed by Force Majeure events and Landlord is diligently proceeding to complete the remaining restoration work, there Landlord shall be no abatement afforded an additional period of Rent. Nothing time not to exceed sixty (60) days in which to complete the work, and Tenant’s termination shall be extended and apply during such additional period of time, but shall become void if such work is completed within such sixty (60) day period. (d) Notwithstanding anything contained in this Section 7.05 6.3, in no event shall relieve Landlord be required to expend more to reconstruct, restore and repair the Buildings than the amount actually received by Landlord from the proceeds of the property insurance carried by Landlord plus the applicable deductible. If the casualty damage to the Premises results solely from the gross negligence or willful misconduct of Tenant from any liability that may exist as a result of any Casualtyor its agents, employees, contractors, licensees or sublessees, then the Rent shall not xxxxx, nor shall Tenant be entitled to terminate this Lease.

Casualty. (a) If any portion of the Demised Premises improvements at a Property shall be partially or totally damaged or destroyed by fire or any other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: either (i) no Major Tenant is entitled to terminate its Lease under the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion terms of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist its Lease as a result of such casualty, or (ii) a Major Tenant has waived its termination right, then this Agreement shall remain in full force and effect, and at the Closing (x) Buyer shall be entitled to any Casualtyand all insurance proceeds, monies and claims received by and/or accrued to the applicable Seller on account of such casualty (less such sums, if any, as shall have been actually and reasonably expended by such Seller in connection with the repair or restoration of such casualty or the prosecution of such claim (the “Reimbursable Amounts”)) and (y) Buyer shall receive a credit against the applicable Purchase Price equal to the amount of the deductible under the applicable Seller’s property insurance, less the Reimbursable Amounts to the extent such Seller has not recovered such Reimbursable Amounts under clause (x) above. If any portion of the improvements at a Property shall be damaged or destroyed by fire or any other casualty, and a Major Tenant is entitled to terminate its Lease as a result of such fire or casualty and does properly terminate its Lease as a result of such fire or casualty, then Buyer shall have the option to (A) remove the Property occupied by such Major Tenant from the applicable Closing and the Purchase Price shall be reduced accordingly, or (B) proceed to Closing with respect to the affected Property, at which time Buyer shall be entitled to any and all insurance proceeds, monies and claims received by and/or accrued to the applicable Seller on account of such casualty (less the Reimbursable Amounts), and (C) Buyer shall receive a credit against the applicable Purchase Price equal to the amount of the deductible under the applicable Seller’s property insurance, less the Reimbursable Amounts to the extent such Seller has not recovered such Reimbursable Amounts under clause (x) above. Buyer hereby acknowledges that, in the event that Buyer exercises the foregoing clause (A) with respect to the Property affected by such fire or casualty, Buyer shall remain obligated to purchase the remaining Properties. In the event that the period by which a Major Tenant must exercise its termination rights for a casualty under its Lease extends past the scheduled Closing date for the Property at which the Major Tenant is located, the Closing date for such Property shall be extended to be five (5) business days after such termination period expires.

Casualty. (a) If the Demised 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 Tenant, at Tenant’s sole cost and expense, (i) Landlord shall promptly repair and restore the Demised Premises, including Landlords’ Work, Building and the Premises (but excluding Leasehold Improvements and Tenant’s Improvements 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 Betterments, Tenant’s Property and Fixtures with or without 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. (b) If . 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 Tenant a notice specifying the portion of Tenant’s Restoration Work to be performed by Landlord (the “Specified Restoration Work”), (y) Landlord shall perform the Specified Restoration Work and (z) Tenant shall pay to Landlord within ten (10) days following the giving of Landlord’s written demand therefor (or Landlord shall retain from the insurance proceeds paid to Landlord in accordance with the last sentence of this Section 10.1) the cost of such Specified Restoration Work. The proceeds of insurance covering Leasehold Improvements shall be paid to Landlord, and, unless Landlord restores the Leasehold Improvements as part of the Demised Premises shall be rendered untenantable by reason Specified Restoration Work, upon the completion of a Casualty, the Fixed Rent repair and restoration of such Leasehold Improvements and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area reoccupancy of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any Landlord shall disburse to Tenant the proceeds of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable maintained by Tenant covering Leasehold Improvements up to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyamount so expended by Tenant.

Casualty. If a material part of any of (ai) If the Demised Premises shall be partially Improvements, or totally damaged (ii) -------- any means of ingress thereto or egress therefrom, is destroyed by fire fire, water or other casualty (each, a “Casualty”"material" herein deemed to be any destruction greater than -------- "immaterial" as defined below), then TenantContributor shall notify Partnership of ----------- such fact and Partnership shall have the option to terminate this Agreement upon notice to Contributor given not later than thirty (30) days after receipt of Contributor's notice and the provisions of this Section shall apply; provided, -------- however, that any such casualty shall result in a material adverse affect on the ------- use, occupancy, or value of the Property. If Partnership shall decide not to terminate this Agreement, then at Closing Contributor shall assign all insurance proceeds relating to such casualty to Partnership plus any deductible, but less any sums necessary to reimburse it for expenses reasonably incurred to collect such proceeds or perform repairs, and Partnership shall proceed to Closing in accordance with the terms hereof. In the event that there is damage to or destruction of an immaterial part of any Improvements, means of ingress or egress or the Tangible Personal Property by fire, water or other casualty, at Tenant’s sole cost the election of Contributor either (x) the damage shall be repaired by Contributor and expensethe Closing Date shall be adjourned at Contributor's request for one or more specified periods, not exceeding one hundred twenty (120) days in the aggregate, in order to permit Contributor to make such repairs, or (y) at the Closing, Contributor shall promptly assign all insurance proceeds relating to such casualty to Partnership, plus the deductible amount (less any sums necessary to reimburse it for expenses reasonably incurred to collect such proceeds or to perform necessary repair work), and restore Partnership shall proceed to Closing in accordance with the Demised Premisesterms hereof. If Contributor elected the option under clause (x), including Landlords’ Workand if such repairs are not completed within said one hundred twenty (120) day period, Tenant’s Improvements Partnership may elect: (1) to postpone the Closing Date for one or more further periods until such repairs are completed, or (2) to close notwithstanding that such repairs have not been completed, and BettermentsContributor shall assign to Partnership all insurance proceeds relating to such casualty plus any deductible, Tenant’s Property and Fixtures with less any sums necessary to reimburse it for expenses reasonably incurred to collect such proceeds or without the collection perform such work. An "immaterial" part of ---------- any of the insurance proceeds attributable to such Casualty. (b) If all Improvements, means of ingress or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs egress or restoration, then the Demised Premises Tangible Personal Property shall be deemed to have been made tenantable on such earlier date and damaged or destroyed if the abatement shall cease); or (ii) the date Tenant total cost of repair or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion replacement shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises Threshold Amount or less, as long as ingress and egress is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtynonetheless possible.

Casualty. (a) Seller shall maintain the Policies in effect until the time of Closing, and shall deliver to Buyer, within ten (10 ) days after the date of this Agreement, an endorsement to each of the Policies issued by the insurance company issuing the Policies evidencing that the Policies are in effect, and that the Policies will not be canceled or materially modified without at least thirty (30) days prior written notice to Buyer. If Closing is not completed under this Agreement, Buyer agrees to deliver to Seller, upon request, a written direction to each of the insurance companies which has issued the Policies, directing that Buyer's name as an additional insured party be deleted therefrom. (i) If at any time prior to the Closing Date any portion of the Property is destroyed or damaged as a result of fire or any other casualty ("Casualty"), Seller shall promptly give written notice ("Casualty Notice") thereof to Buyer. If the Demised Premises Urbana Property, the Marysville Property and/or the Zanesville Property is (are) the subject of a Casualty, Buyer shall have the right, at its sole option, of terminating this Agreement (by written notice to Seller given within ten (10) days after receipt of the Casualty Notice from Seller) with respect to the entire Property or with respect to only the Property which is the subject of the Casualty unless, (i) the cost fully to repair or restore such damage is less than Twenty Five Thousand Dollars ($25,000) and sufficient insurance proceeds are available fully to restore such damage, and (ii) the insurance companies issuing the Policies have confirmed in writing prior to the end of such ten (10) day period that such Casualty is covered by the Policies and that no defense to payment of the claim exists, and (iii) such Casualty will not result in any of the Tenants terminating any of the Tenant Leases or asserting a right to terminate any of the Tenant Leases as and (iv) any loan commitment obtained by Buyer for financing to acquire the Property is not canceled or suspended as a result of such Casualty. If a Casualty Notice is given to Buyer less than ten (10) days prior to Closing, at Buyer's option Closing shall be partially postponed to a date not earlier than ten (10) days after Buyer's receipt of the Casualty Notice. (ii) If Buyer terminates this Agreement with respect to the entire Property pursuant to this Section 11(b), Seller and Buyer shall forthwith deliver to the Title Company written instructions to pay the Deposit to Buyer. If Buyer terminates this Agreement pursuant to this Section 11(b) with respect to the Urbana Property, the Marysville Property, or totally the Zanesville Property but not with respect to the entire Property, this Agreement shall continue in effect with respect to the Property as to which Buyer did not terminate and the Purchase Price shall be reduced in the amount of the Allocated Amount for the Property as to which Buyer terminated. (iii) If this Agreement continues in effect with respect to any of the Properties, the proceeds of any insurance with respect to such Property paid between the date of this Agreement and the Closing Date together with an amount equal to Seller's deductible under the Policies with respect to such Property, shall be paid to Buyer at the time of Closing and all unpaid claims and rights in connection with losses to such Property shall be assigned to Buyer at Closing without in any manner affecting the Purchase Price. (c) If the Property is the subject of a Casualty, but Buyer does not have the right to terminate this Agreement pursuant to the provisions of Section 11(b) above (or Buyer does not exercise such right), then Seller shall promptly cause all temporary repairs to be made to the Property as shall be required to prevent further deterioration and damage to the Property; provided, however, that any such repairs shall first be approved by Buyer. Seller shall have the right to be reimbursed from the proceeds of any insurance with respect to the Property paid between the date of this Agreement and the Closing Date for the cost of all such repairs made pursuant to this Section 11(c). Except for the obligation of Seller to repair the Property set forth in this Section 11(c), Seller shall have no other obligation to repair any Casualty damage in the event Buyer does not elect to terminate this Agreement pursuant to the provisions of Section 11(b), and in such event, Buyer shall accept the Property at Closing as damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost the Casualty and expense, Buyer shall promptly repair and restore have the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s right to enter the Real Property and Fixtures with or without prior to Closing for the collection purpose of performing such repairs thereto as are reasonably necessary to protect the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears Property against further damage prior to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyClosing Date.

Casualty. Upon the occurrence of a Casualty prior to or during the term of this Lease, Agent Lessee shall give Lessor and Collateral Agent prompt written notice thereof (a “Casualty Notice”). The Casualty Notice shall specify whether Lessees will: (a) If pay to Trustee, for the Demised Premises benefit of the Lenders, the Casualty Amount of the Equipment suffering such Casualty (provided that if the Equipment suffering such Casualty is part of a System and, as a result of such Casualty, such System, taken as a whole, shall have suffered a Casualty, then Lessees shall pay to Trustee, for the benefit of the Lenders, a Casualty Amount for such System), which payment (together with any Supplemental Rent (whether arising as a result of Section 9.7(d) of the Participation Agreement as Break Costs or otherwise) then due) shall be partially made no later than the later of (i) sixty (60) days after the occurrence of the Casualty or totally damaged or destroyed by fire or other casualty (each, a ii) the next Payment Date occurring after such Casualty (the “CasualtyCasualty Settlement Date”), then Tenant, at Tenant’s sole cost and expense, provided that in any event the Casualty Settlement Date shall promptly repair and restore be no later than the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection last day of the insurance proceeds attributable to such Casualty.Lease Term; or (b) If all replace such Equipment with respect to which the Casualty has occurred pursuant to the following provisions of this Section 14.1; provided, that upon the occurrence and during the continuance of a Default or part Event of Default, Lessees shall be obligated, at the option of the Demised Premises Required Lenders, to make the payments referred to in clause (a) above and shall not be entitled to exercise any right of replacement pursuant to clause (b). If Lessees have elected, or are required, to pay the Casualty Amount pursuant to clause (a) above, Lessees shall continue to make all payments of Rent due under this Lease until and including the Casualty Settlement Date. Upon payment of the Casualty Amount in respect of any item of Equipment suffering a Casualty on such Casualty Settlement Date, the remaining scheduled payments of the principal portion of Rent shall be rendered untenantable proportionately reduced by reason an amount equal to the product of the scheduled amount of such principal portion of Rent payment (determined in each case prior to the receipt of such Casualty Amount), multiplied by the Affected Equipment Value Fraction of such item of Equipment suffering such Casualty, and the Lease Balance shall be appropriately adjusted to reflect such reduction in the remaining scheduled payments of the principal portion of Rent. If Agent Lessee has given notice that it intends to replace the item of Equipment suffering such Casualty and such replacement is permitted under this Section 14.1, or if Lessees are required to replace the item of Equipment suffering such Casualty pursuant to the terms of this Lease, then Lessees shall make subject to this Lease, not more than sixty (60) days after the date of such Casualty Notice, a replacement for such item of Equipment meeting the suitability standards hereinafter set forth, provided, however, that such 60-day period shall be extended for a period equivalent to any period of delay caused by Force Majeure provided, further, that such extension period shall not exceed thirty (30) days. To be suitable as replacement Equipment, an item must be of the same general type, year of construction (or a later year of construction), function, utility, state of repair and operating condition (immediately preceding the Casualty assuming that such Equipment had been maintained in accordance with the terms of Section 9.1) as the Equipment suffering the Casualty, must have a value of not less than the Appraised Value (as set forth in the Appraisal of the Equipment suffering the Casualty for the date (the “Casualty Determination Date”) set forth in the Appraisal closest to the date of such replacement) of the Equipment suffering the Casualty (except as otherwise provided in the immediately succeeding paragraph) and, if the Casualty pertained to a System, taken as a whole, then the value of such System, after giving effect to such replacement, shall not be less than the Appraised Value of such System (as set forth in the Appraisal of such System for the Casualty Determination Date) and be free and clear of any Liens other than Permitted Liens. Lessees shall cause a Xxxx of Sale and new Schedule I to the applicable Lease Supplement to be executed and delivered to Trustee and Collateral Agent (on behalf of the Lenders) in order to subject such replacement item to this Lease, and upon such execution and delivery and the receipt by Trustee and Collateral Agent (on behalf of the Lenders) of (i) evidence reasonably satisfactory to them of Lessees’ compliance with the insurance provisions of Article XIII with respect to such replacement item, and (ii) an opinion of counsel to Lessees in form and substance reasonably satisfactory to Trustee, Collateral Agent and the Lenders opining, among other things, to the effect that all appropriate filings, recordings and other acts have been taken to protect the right, title and interest of Trustee, on behalf of the Lenders, in such replacement item and that no other filing, recording, deposit, or giving of notice with or to any Governmental Agency is necessary to protect such right, title and interest in such replacement item, such replacement item shall be deemed “Equipment” for all purposes hereof. Notwithstanding the foregoing requirements for replacement of Equipment, if the replacement item has a Fair Market Value of less than the Appraised Value of the Equipment suffering the Casualty or, in the case of a Casualty pertaining to a System, of the System taken as a whole, but the conditions specified in the preceding paragraph would otherwise be satisfied, then Lessees may replace the Equipment or System, as applicable, suffering the Casualty with such item so long as the following conditions are satisfied: (i) Trustee, Collateral Agent and Lessees shall have received an appraisal of the replacement item (or System, as the case may be) from an Appraiser, which appraisal shall determine the Fair Market Value of the replacement item (or System, as applicable) as of the date of replacement and the end of the Lease Term, (ii) Trustee shall have received, as Supplemental Rent, an amount equal to the excess of (A) the greater of (x) the Appraised Value of the replaced Equipment (or System, as applicable) as of the Casualty Determination Date as determined in the Appraisal delivered in connection with the Closing or (y) the Appraised Value of the replaced Equipment (or System, as applicable) as of the Casualty Determination Date (as determined by the appraisal delivered in connection with such replacement) over (B) the Appraised Value of the replacement item (or System, as applicable) as of the date of replacement (as determined by the appraisal delivered in connection with such replacement), (iii) all conditions set forth in the preceding paragraph shall have been satisfied (except for the requirement that the replacement item have a value of not less than the Appraised Value of the Equipment suffering the Casualty), and (iv) Lessees shall have delivered a new Schedule I to this Lease and a new Schedule I to the Lease Supplement covering the replaced Equipment (or System, as applicable) and such new Schedules shall be in form and substance reasonably satisfactory to Required Lenders, such new Schedule I to the Lease Supplement shall describe the replacement Equipment (or System, as applicable) and the Fair Market Value thereof and such new Schedule I to this Lease shall reflect such adjustments to the installments of the principal portion of Rent and remaining Supplemental Rent as necessary so that (x) the Equipment (or System, as applicable) suffering the Casualty shall be treated as if the Casualty Amount with respect thereto had been paid pursuant to Section 14.1, and all reductions of the principal portion of Rent and Supplement Balance made pursuant to this Section 14.1, (y) the replacement item shall be treated as if it was purchased on such replacement date for a purchase price equal to the value set forth in the appraisal thereof with an amortization schedule (to be attached to the Lease Supplement) that reflects the decay curve as set forth in such appraisal, and (z), if the Casualty pertained to a System, taken as a whole, such System after replacement of the applicable items of Equipment, shall have the same function and utility, taken as a whole. After giving effect to any replacement pursuant to the preceding sentence, the Fixed Rent “Purchase Price” of the replacement Equipment shall be deemed to be the Fair Market Value thereof, as set forth for the date of such replacement in the appraisal delivered in connection with such replacement, for all purposes of this Lease and the Additional Rent other Operative Documents. If Trustee has received the amount payable with respect to the Casualty and all other amounts due hereunder including amounts payable under Sections 2.02 Section 14.1(a) and 2.03 no Default or Event of Default shall have occurred and be continuing, Lessee shall be abated entitled to receive from Trustee the proceeds of any recovery in respect of the applicable Equipment from insurance or otherwise (“Casualty Recoveries”), and Trustee, subject to the rights of any insurer insuring the applicable Equipment as provided herein, shall execute and deliver to Agent Lessee, or to its assignee or nominee, a quitclaim xxxx of sale (without representations or warranties except that the Equipment is free and clear of Lessor Liens) for such Equipment, and such other documents as may be required to release such Equipment from the terms of this Lease, in such form as may reasonably be requested by Agent Lessee. All fees, costs and expenses relating to a substitution as described herein shall be borne by Lessees. Except as otherwise provided in this Section 14.1, Lessees shall not be released from their obligations hereunder in the proportion event of, and shall bear the risk of, any Casualty to any item of Equipment prior to or during the term of this Lease and thereafter until all of Lessees’ obligations hereunder are fully performed. Any payments (including insurance proceeds) in an amount less than $500,000 received at any time by Trustee or any Lessee from any Governmental Agency or other party with respect to any loss or damage to any item of Equipment not constituting a Casualty will be paid to or retained by Lessees to be applied directly in payment of repairs or for replacement of property in accordance with the provisions of Sections 8.1 and 9.1, if not already paid by Lessees, or if already paid by Lessees and no Default or Event of Default shall have occurred and be continuing, shall be applied to reimburse Lessees for such payment, and any balance remaining after compliance with said Sections with respect to such loss or damage shall be retained by Lessees; provided, that in the untenantable area event that any Default or Event of Default so exists, Trustee shall hold such proceeds as collateral security for the obligations of Lessee under this Lease during the continuance of such Default or Event of Default. Except for any of the Demised Premises bears to the total area following occurring as a result of the Demised Premisesexistence or enforcement of a Lessors Lien, for the period each Lessee hereby assumes all risk of loss, damage, theft, taking, destruction, confiscation, requisition, commandeering, taking by eminent domain or condemnation, partial or complete, of or to each item of equipment, however caused or occasioned, such risk to be borne by Lessees with respect to each item of equipment from the date of the Casualty this Lease, and continuing until such equipment has been returned to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent Trustee in accordance with Landlord’s determinationthe provisions hereof. Notwithstanding Each Lessee agrees that no occurrence specified in the foregoingpreceding sentence shall impair, if by reason of any act in whole or omission by Tenantin part, any subtenant or any obligation of their respective partnerssuch Lessee under this Lease, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable including the obligation to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtypay rent.

Casualty. (a) If Upon the Demised Premises occurrence of each Lesser Casualty, Material Casualty, or Major Casualty, the Borrower shall be partially or totally damaged or destroyed by fire or other casualty give the Administrative Agent notice thereof (each, a “CasualtyCasualty Notice”), then Tenant, at Tenant’s sole cost ) within 5 Business Days. The Administrative Agent is hereby authorized to collect all Casualty Proceeds in respect of Collateral directly and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualtyapply them as provided in this Agreement. (b) If all or part In the event of such Casualty, in its Casualty Notice, the Borrower shall specify its election of the Demised Premises option in clause (i) or clause (ii) below and the Borrower shall be rendered untenantable by reason take such actions required thereby; provided, however, that the Borrower may elect to exercise the option in clause (ii) only if the Borrower (x) represents and warrants to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and is continuing and, taking into account the receipt of Casualty Proceeds, such Casualty is not reasonably expected to have a Material Adverse Effect, and (y) demonstrate that funds are available (whether from Casualty Proceeds realized upon such Casualty or elsewhere) sufficient in amount to repair or replace the applicable property in accordance with the provisions of Sections 6.07(d); and provided further, that (I) if the Casualty is a Material Casualty or a Major Casualty, then the following clauses (I) and (II) shall apply: (I) if the Casualty is a Material Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 Borrower shall be abated permitted to elect the option in clause (ii) below unless Administrative Agent shall have notified the Borrower, within 10 Business Days following the Administrative Agent’s receipt of the applicable Casualty Notice, that the Required Lenders have elected not to permit the Borrower to elect the option in clause (ii) below, and (II) if the Casualty is a Major Casualty, the Borrower shall be permitted to elect the option in clause (ii) below only with the prior written consent of the Administrative Agent (acting upon instructions of the Required Lenders), which consent may be granted or withheld in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of:Required Lenders’ sole discretion. (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises Casualty Proceeds shall be deemed applied to have been made tenantable on such earlier date and prepayment of the abatement shall cease)Obligations; or (ii) The Borrower will repair or replace the date Tenant applicable property subject to the Casualty. (c) If the Borrower repairs or any subtenant reoccupies replaces the property suffering a portion Casualty, the repair or replacement must (i) be conducted in a diligent and expeditious manner and replace or restore said property to a condition at least equal to the condition of the Demised Premises for property that existed before the ordinary conduct Casualty and that will perform the same function(s) as the original property, per the performance quantity and quality that existed before the Casualty and (ii) be free and clear of business (in which case any Liens other than Permitted Liens. The Borrower shall deliver to the Fixed Rent and Administrative Agent evidence reasonably satisfactory to the Additional Rent allocable Administrative Agent of compliance with the requirements of this Agreement regarding insurance with respect to such reoccupied portion shall repairs or replacement, and if required by the Required Lenders, an opinion from an independent engineer or consultant acceptable to the Administrative Agent opining that the repair or replacement satisfies the requirements of this Section 6.07(c). (d) All Casualty Proceeds that will be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice used to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent repair or replace property in accordance with Landlord’s determination. Notwithstanding the foregoingSection 6.07(b)(ii) (and, if such Casualty Proceeds equal more than $5,000,000 and if required by reason of the Administrative Agent, such Casualty Proceeds and any act additional funds that are required for repair or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee replacement) shall be unable to collect all deposited into an account established by Administrative Agent for the benefit of the insurance proceeds Lenders (including, without limitation, rent insurance proceedsthe “Casualty Proceeds Account”). Any Casualty Proceeds in the Casualty Proceeds Account shall be disbursed upon request made by the Borrower from time to time during the course of the Borrower’s restoration or replacement of the applicable property. (e) applicable The Casualty Proceeds Account shall be held by the Administrative Agent for the benefit of the Lenders. The Borrower hereby grants to the CasualtyAdministrative Agent for the benefit of the Lenders, thena first priority Lien in the Casualty Proceeds Account to secure the Obligations, without prejudice and shall execute such security agreements or control agreements as the Administrative Agent may request in order to any other remedies which perfect such first priority Lien in the Casualty Proceeds Account. The Administrative Agent may be available to Landlordinvest funds in the Casualty Proceeds Account in interest-bearing or non-interest-bearing deposit accounts of the Administrative Agent or in Cash Equivalents. Provided that no Default exists, there the Borrower may direct the investment of funds in the Casualty Proceeds Account in such deposit accounts or in Cash Equivalents. The Casualty Proceeds Account shall be no abatement under the sole dominion and control of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtythe Administrative Agent.

Casualty. (a) If the Demised Premises shall be partially are destroyed or totally damaged or destroyed by fire or other -------- casualty (each, covered by a “Casualty”)standard fire and extended coverage policy, then Tenant(unless this Lease is terminated by Landlord as hereinafter provided) Landlord shall proceed, at Tenant’s sole cost and expenseafter adjustment of such loss, shall promptly to repair and or restore the Demised PremisesPremises to the condition which Landlord furnished to Tenant upon the commencement of the Term. Landlord shall be under no obligation to restore any alterations, including Landlords’ Workimprovements or addition to the Premises made by Tenant unless the same is covered by Landlord's insurance, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection but nothing herein shall be construed to require Landlord to insure such property. In no event shall Landlord be obligated to expend an amount in excess of the insurance proceeds attributable available to Landlord for such Casualty. (b) repair or restoration. If all Landlord repairs or restores the Premises as provided herein, then Tenant shall repair and restore its furnishings, furniture and equipment to at least a condition equal to that prior to its damage. If the Premises or any part of the Demised Premises thereof shall be rendered untenantable by reason any destruction or damage, then a pro rata portion of a Casualty, the Fixed rental (Base Rent and Real Estate Taxes) based upon the Additional Rent under Sections 2.02 and 2.03 number of square feet of area in the Premises which are untenantable shall be abated until the Premises or such part thereof shall have been put in tenantable condition. If, however, any destruction or damage to the proportion 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 untenantable area 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 Demised Premises bears date of the damage by written notice to Tenant given within sixty (60) days after the date of such casualty. Notwithstanding anything to the total area contrary in this Section 18, Landlord shall, within thirty (30) days after the date of any damage or destruction to the Demised Premises, for advise Tenant in writing as to the period reasonably 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 the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restorationadjustment of loss with Landlord's property insurer, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same may, by written notice to Landlord within 10 fifteen (15) days after such determination by Landlord and pending resolution the receipt of such disputeLandlord's notice estimating a time for restoration, Tenant shall pay Rent in accordance with elect to terminate this Lease, effective on the Thirtieth (30/th/) day following Tenant's notice of termination. The provisions of this Section are subject to the rights of Landlord’s determination. Notwithstanding the foregoing's mortgagee, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyany.

Casualty. Upon a Casualty, Lessee shall give prompt written notice thereof (a "Casualty Notice") to Agent and Lessors, which notice shall specify whether Lessee will: (a) If repay the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable Functional Unit Balance for each Functional Unit subject to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Casualty together with unpaid Accrued Supplement Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears on each such Functional Unit Balance so prepaid to the total area of the Demised Premises, for the period from the date of payment and the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises applicable Make-Whole Premium on each such Functional Unit Balance so repaid. All such amounts shall be deemed paid to have been made tenantable on Agent for the benefit of the Lessors no later than the next scheduled Payment Date occurring at least 30 days after such earlier Casualty, but in no event later than the Termination Date (such date and being referred to as the abatement shall cease"Casualty Settlement Date"); or (b) replace pursuant to the provisions of Section 5.4(b) hereof and Section 4.3 of the Participation Agreement each Functional Unit with respect to which the Casualty has occurred; provided, however, that upon the occurrence of an Event of Default or an event which with the giving of notice and/or the passage of time could give rise to an Event of Default, Lessee shall be obligated, at the option of the Required Lessors, to make the payments referred to in clause (a) above and shall not be entitled to exercise any right or election of replacement as set forth in this clause (b). All proceeds of any casualty insurance or condemnation proceeds ("Casualty Proceeds") paid to the Lessee or any of its Affiliates by reason of a Casualty to a Functional Unit shall be deposited into a deposit account established by Agent for the benefit of the Lessors (the "Deposit Account"). Any Casualty Proceeds paid to Agent with respect to a Functional Unit suffering a Casualty shall also be deposited in the Deposit Account. Any monies in the Deposit Account attributable to a Casualty shall be remitted promptly to Lessee after either (i) Lessee's payment in full of the Functional Unit Balance together with the applicable Make-Whole Premium or (ii) Lessee's full compliance with the conditions governing a Replacement Part, as applicable pursuant to clause (a) or (b) above. If Lessee has elected to pay the Functional Unit Balance and an amount equal to the applicable Make-Whole Premium pursuant to clause (a) above, Lessee shall continue to make all payments of Rent due hereunder in respect of the Functional Unit or Units suffering a Casualty through the date Tenant the Functional Unit Balance and the applicable Make-Whole Premium are paid. Upon payment of each of the amounts required by Section 6.1(a), then all scheduled installments of Rent, including installments of Renewal Rent, thereafter payable for the remainder of the Lease Term in respect of the Lease Supplement applicable to the Functional Unit or any subtenant reoccupies a Units suffering the Casualty, and the portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent Purchase Option Exercise Amounts allocable to such reoccupied portion Lease Supplement, shall be payable re-calculated by Tenant from the date of such occupancy). Landlord’s determination Agent in the manner specified in Section 3.1 of the date Participation Agreement, without taking into account the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act Purchase Price or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all Functional Unit Balance of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to Functional Unit suffering the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty.

Casualty. (a) If at any time during the Demised Term, the Sublease Premises shall be or the Building are either partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restorationdestroyed, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion provisions of Article 10 of the Demised Premises for Master Lease will govern the ordinary conduct rights of business (in which case Landlord and Sublandlord. If the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination Master Lease is terminated as a result of the date respective rights of either Landlord or Sublandlord pursuant to the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after terms of the Master Lease, this Sublease will terminate concurrent with such determination by Landlord and pending resolution termination of such dispute, Tenant shall pay Rent in accordance with Landlord’s determinationthe Master Lease. Notwithstanding the foregoing, if by reason in the event of any act casualty where the Master Lease or omission by Tenantthis Sublease is not terminated, any subtenant or any Subtenant will be entitled to a reduction of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable Base Rent and Additional Rent in proportion to collect all the areas of the insurance proceeds Sublease Premises rendered untenantable during the period beginning with the date such rentable area becomes untenantable and Subtenant ceases to use such rentable area for the normal conduct of its business and ending five (including, without limitation, rent insurance proceeds5) applicable business days after Substantial Completion (as defined in the Master Lease) of Landlord’s Restoration Work (as defined in the Master Lease). This Section 11(a) and the termination rights set forth in Sections 10.4 and 10.9 of the Master Lease (which will apply so as to give Subtenant the right to terminate this Sublease upon the terms contained therein) will be Subtenant’s sole and exclusive remedies in the event of damage or destruction to the CasualtySublease Premises or the Building. As a material inducement to Sublandlord entering into this Sublease, thenSubtenant hereby waives any rights it may have under Sections 1932, without prejudice 1933(4), 1941 or 1942 of the Civil Code of California with respect to any other remedies which may be available destruction of the Sublease Premises, Sublandlord’s obligation for tenantability of the Sublease Premises, and Subtenant’s right to Landlordmake repairs and deduct the expenses of such repairs, there shall be no abatement of Rent. Nothing contained or under any similar law, statute or ordinance now or hereafter in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyeffect.

Casualty. (a) If the Demised 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 Tenant, at Tenant’s sole cost and expense, (i) Landlord shall promptly repair and restore the Demised Premises, Building and the Premises (including Landlords’ Work, Tenant’s Improvements and Betterments, Betterments but excluding Tenant’s Property 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 Casualty and Fixtures with or without the collection of the insurance proceeds attributable to such CasualtyCasualty and (ii) Tenant shall repair and restore in accordance with Section 4.02 all Tenant’s Property with reasonable dispatch after Xxxxxxxx’s restoration provided in clause (i) above is substantially completed. Except as provided in Section 4.05, upon Xxxxxx’s receipt from Landlord of (x) a waiver of Landlord’s right to cancel the Lease as provided in Section 7.05 as a result of such casualty, (y) confirmation that Landlord has collected the insurance proceeds attributable to such casualty as provided for in clause (i) above (or has received the first advance thereof, if such insurance proceeds are paid to Landlord in installments or has commenced restoration) and (z) a copy of the Estimate; then, the proceeds of insurance covering Tenant’s Improvements and Betterments shall be paid to Landlord, and, concurrently with the collection of such insurance proceeds, Tenant shall pay to Landlord (A) the amount of any deductible under the policy insuring Tenant’s Improvements and Betterments and (B) the amount, if any, by which the cost of repairing and restoring Tenant’s Improvements and Betterments as estimated by the Contractor exceeds the available insurance proceeds therefor. All such sums will be held by Landlord (or by Tenant, in the case of insurance proceeds for Betterments and Improvements until Tenant is required to pay such proceeds to Landlord as provided herein) in an interest bearing account in a New York State bank in trust for the benefit of Tenant and Landlord, as applicable, and (except as otherwise provided herein) may only be utilized by Landlord for the restoration of Tenant’s Improvements and Betterments. In the event this Lease is terminated then 50% of any remaining portion of such amount, deposited with Landlord by Tenant plus accrued interest, will be refunded to Tenant by Landlord. In the event that the cost to restore Xxxxxx’s Improvements and Betterments is less than the amount deposited by Tenant with Landlord, then, in such event, 50% of the amount of such surplus plus any accrued interest thereon will be promptly refunded by Landlord to Tenant, and if landlord fails to do so, then upon ten (10) days’ notice given by Tenant to Landlord, Xxxxxx may recoup such amount plus interest at the Interest Rate against the Rents from the date of Tenant’s notice. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent Charges under Sections 2.02 2.04 and 2.03 2.05 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, and the Additional Charges for electricity which are not billed on a metered basis shall be abated for the portion of the Premises that is untenantable for the period from the date of the Casualty to the earlier of: of (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute cooperate with Landlord, as reasonably requested by Landlord, in effecting repairs or restorationrestoration or collecting insurance proceeds (including, without limitation, by reason of Tenant failing to pay to Landlord the amounts set forth in clauses (A) and (B) of Section 7.05(a)), then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or ) or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent Charges allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy), provided, that Tenant and its subtenants will not be deemed to be in occupancy during such periods of time solely by reason of Tenant restoring Xxxxxx’s Property. LandlordXxxxxxxx’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 ten (10) days after Xxxxxx receives notice of such determination by Landlord Xxxxxxxx, and pending resolution of such dispute, Tenant shall pay Rent in accordance with LandlordXxxxxxxx’s determinationdetermination which dispute may be resolved by arbitration pursuant to Section 9.03 hereof. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, the Tenant Group, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available against Tenant, Tenant shall pay to Landlord, there shall be no abatement of RentLandlord an amount equal to such uncollected insurance proceeds within twenty (20) days after demand. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty. (c) If by reason of a Casualty (i) the Building shall be totally damaged or destroyed, (ii) the Building shall be so damaged or destroyed (whether or not the Premises are damaged or destroyed) that repair or restoration shall require more than two hundred seventy (270) days or the expenditure of more than 33% of the full insurable value of the Building (which, for purposes of this Section 7.05(c), shall mean replacement cost less the cost of footings, foundations and other structures below the street and first floor of the Building) immediately prior to the Casualty, each as determined by the Contractor, then in any such case Landlord may terminate this Lease by notice given to Tenant within one hundred eighty (180) days after the Casualty; provided, that Landlord may only terminate this Lease if Landlord then also terminates the leases of all or substantially all of the other office tenants in the Building. In the event of any termination of this Lease under this Section 7.05(c), Tenant shall pay to Landlord the amount, if any, due in accordance with Section 7.06 below. (i) Within sixty (60) days after Landlord has actual knowledge of any Casualty, Landlord shall deliver to Tenant an estimate prepared by a reputable contractor selected by Landlord and reasonably acceptable to Tenant setting forth such contractor’s estimate as to the time reasonably required to repair the damage in order to make the Premises tenantable and to substantially restore access to the Premises by use of the passenger elevators other than any Long Lead Work which the Contractor estimates will take more than three hundred fifteen (315) days from the date of such Casualty to repair (the “Required Restoration Work”) (the contractor designated by Landlord pursuant to this sentence is called the “Contractor” and the estimate prepared by the Contractor is called the “Estimate”). (ii) If at least 25,000 rentable square feet of space in the Premises shall be rendered untenantable by reason of a Casualty and the period set forth in the applicable Estimate exceeds three hundred fifteen (315) days’ from the date of such Casualty, Tenant may elect to terminate this Lease by notice (a “Termination Notice”) to Landlord given not later than thirty (30) days following Xxxxxx’s receipt of such Estimate. (iii) If Landlord shall not substantially complete the Required Restoration Work such that more than 25,000 rentable square feet of space in the Premises remains untenantable by reason of such Casualty on or before the date (the “Outside Date”) which is four hundred ten (410) days after the date of such Casualty (provided, that the Outside Date shall be extended to the extent that Landlord is delayed in substantially completing the Required Restoration Work by reason of Tenant Delay and/or Force Majeure; and further provided, that any such extension of the Outside Date by reason of Force Majeure shall not exceed sixty (60) days), then Tenant shall have the right to terminate this Lease by giving a Termination Notice to Landlord on or before the earlier to occur of (x) the date that Landlord substantially completes the Required Restoration Work or (y) the date that is thirty (30) days after the Outside Date. (iv) If Tenant timely gives a Termination Notice pursuant to this Section 7.05(d), this Lease shall terminate on the 20th day after such notice is given by Xxxxxx and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the terms of this Lease. Upon any such termination, Tenant’s liability for Fixed Rent and Additional Charges hereunder with respect to the Premises shall cease as of the date of such termination, and any prepaid portion of Rent with respect to the Premises for any period after such date shall be refunded by Landlord to Tenant within thirty (30) days after such termination date. In the event of any termination of this Lease under this Section 7.05(d), whether as to all or a portion of the Premises, Tenant shall pay to Landlord the amount, if any, due in accordance with Section 7.06 below. (v) Anything to the contrary contained in this Section 7.05(d) notwithstanding, if any Casualty occurs during the last three (3) years of the Term, all references in this Section 7.05(d) to “315 days” and “410 days” shall be deemed to be replaced with the following number of days (provided, that such number of days shall be extended if and to the extent Landlord is delayed in substantially completing the Required Restoration Work by reason of Tenant Delay): (A) if such Casualty occurs during the 12-month period commencing on the date that is three (3) years prior to the last day of the Term, “240 days” and “365 days,” respectively; (B) if such Casualty occurs during the 12-month period commencing on the date that is two (2) years prior to the last day of the Term, “180 days” and “270 days,” respectively; and (C) if such Casualty occurs during the last 12 months of the Term, “120 days” and “180 days,” respectively.

Casualty. (a) If Except as otherwise provided herein, if the Demised Premises shall be partially or totally are damaged or destroyed by fire or other insured casualty and such damage does not equal or exceed forty percent (each40%) of the replacement cost thereof, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, the damage shall be promptly repair and restore repaired by Landlord to the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection extent of the insurance proceeds attributable available therefore. Tenant shall restore Tenant's improvements thereto immediately upon the completion of Landlord's work or simultaneously with such work to such Casualty. (b) If all or part of the Demised extent practicable. Until repairs to the Premises shall be rendered untenantable are completed by reason of a CasualtyLandlord, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in proportion to the proportion that the untenantable area part of the Demised Premises bears Premises, if any, which is unusable by Tenant in the conduct of its business, but if the damage is due to the total area fault or neglect of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, its employees, agents agents, or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlordinvitees , there shall be no abatement of Rentrent. Nothing contained 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 7.05 shall relieve Tenant from any liability that may exist as a result 5.1 to repair or rebuild because of any Casualtydamage 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 coincident with the surrender of possession of the Premises to Landlord, except for items which have theretofore accrued and be then unpaid. In the event of such termination, all of Tenant's insurance proceeds covering Tenant's leasehold improvements, but excluding proceeds for trade fixtures, merchandise, signs, and other personal property, shall be disbursed and paid to Landlord.

Casualty. Subject to the terms of the Lock Box Agreement, in the event of a casualty to the buildings or improvements constructed on any portion of the Property or a condemnation or taking under a power of eminent domain of all or any portion of the Property, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (a) the “Award”). If the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents (each, a the amount of such excess is referred to herein as the “CasualtyExcess”), then Tenanthowever, at Tenant’s sole cost and expense, shall promptly repair and either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to restore the Demised PremisesProperty, including Landlords’ Workthe Excess or portion to be so remitted to Borrower shall, Tenant’s Improvements to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, and Bettermentsif the Junior Lender has been paid all amounts due, Tenant’s Property and Fixtures with to or without at the collection direction of the insurance proceeds attributable Subordinate Lender unless other Persons have claimed the right to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a CasualtyExcess, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent Senior Lender (or Junior Lender if there is no Senior Lender) shall only be required to provide notice to Junior Lender and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination Subordinate Lender of the date Excess and of any other claims thereto. In the Demised Premises event of any competing claims for any Excess, Senior Lender (or Junior Lender if there is tenantable no Senior Lender) shall continue to hold the Excess until Senior Lender (or Junior Lender if there is no Senior Lender) receives an agreement signed by all Persons making a claim to the Excess or a final order of a court of competent jurisdiction directing Senior Lender (or Junior Lender if there is no Senior Lender) as to how and to which Person(s) the Excess is to be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determinationdistributed. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable but subject to collect all the terms of the insurance proceeds Lock Box Agreement, in the event of a casualty or condemnation, Senior Lender (including, without limitation, rent insurance proceedsor Junior Lender if there is no Senior Lender) applicable shall release the Award to the Casualty, then, without prejudice Borrower if and to any other remedies which may be the extent required by the terms and conditions of the Senior Loan Documents (or Junior Loan Documents if there is no Senior Lender) and the Lock Box Agreement to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents (or Junior Loan Documents if there is no Senior Lender). Any portion of the Award made available to Landlord, there the Borrower for the repair or restoration of the Premises shall not be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtysubject to attachment by Junior Lender and Subordinate Lender.

Casualty. (a) In the event of a fire or other casualty in the Leased Premises, Tenant shall immediately give notice thereof to Landlord. If the Demised Leased Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore so as to render the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with Leased Premises untenantable in whole or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualtyin part, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 rental provided for herein shall be abated in the proportion that the untenantable area of the Demised Premises bears abatx xxxreafter as to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Leased Premises for rendered untenantable until such time as the ordinary conduct of business (in which case the Fixed Rent Leased Premises are made tenantable and the Additional Rent allocable Landlord agrees to commence and prosecute such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord repair work promptly and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determinationall due diligence. Notwithstanding the foregoing, if in the event such destruction results in the Leased Premises being untenantable in whole or in substantial part for a period reasonably estimated by reason a responsible contractor selected by Landlord to be one year or longer after the casualty, or in the event of total or substantial damage or destruction of the Building from any act cause (which shall mean any damage of greater than fifty (50%) of the insurable value of the Building and/or any damage which requires more than one year to repair), then Landlord shall have the right to terminate this Lease and all rent owed up to the time of such destruction or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee termination shall be unable paid by Tenant (it being understood that Tenant shall pay rent on all tenantable space until termination of this Lease). Landlord shall give Tenant written notice of its decisions, estimates or elections under this Section 5.6 within sixty (60) days after any such damage or destruction. In the event of destruction to collect all the Leased Premises resulting in the same being untenantable in whole or in substantial part for a period reasonably estimated by a responsible contractor selected by Landlord to be one year or longer after the date of the insurance proceeds casualty and Landlord has not terminated this Lease as herein provided, then Tenant shall have the right, within thirty (including30) days after Landlord delivers the estimate to Tenant of time to restore, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available terminate this Lease by written notice to Landlord, there shall be no abatement of Rent. Nothing Notwithstanding anything contained in this Section 7.05 5.6, Landlord shall relieve Tenant from be obligated to restore or rebuild only the portion of the Leased Premises which consists of building standard improvements, and nothing herein shall be construed to obligate Landlord under any liability that may exist as a result of circumstances to repair or restore any Casualtyother tenant finish work.

Casualty. (a) If the Demised Premises Trust Property shall be partially or totally damaged or destroyed destroyed, in whole or in part, by fire or other casualty (each, a “Casualty”"CASUALTY"), then TenantBorrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, at Tenant’s sole cost and expenseBorrower, regardless of whether insurance proceeds are available, shall promptly repair proceed to restore, repair, replace or rebuild the same to be of at least equal value and restore of substantially the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable same character as prior to such Casualtydamage or destruction (a "CASUALTY RESTORATION"), all to be effected in accordance with applicable law. (b) If a Casualty covered by any of the Policies (an "INSURED CASUALTY") occurs where the loss does not exceed $2,500,000, provided no Default or Event of Default has occurred and is continuing, Borrower may settle and adjust any claim without the prior consent of Lender; provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Insurance Proceeds (as hereinafter defined). In the event of an Insured Casualty where the loss exceeds $2,500,000 (a "SIGNIFICANT CASUALTY"), Lender may, in its sole discretion, settle and adjust any claim without the consent of Borrower and agree with the insurer(s) in a commercially reasonable manner on the amount to be paid on the loss, and the Proceeds shall be due and payable solely to Lender and held by Lender in the Casualty/Condemnation Subaccount and disbursed in accordance herewith. If Borrower or any party other than Lender is a payee on any check representing Proceeds with respect to a Significant Casualty, Borrower shall immediately endorse, and cause all or such third parties to endorse, such check payable to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse such check payable to the order of Lender. The expenses incurred by Lender in the settlement, adjustment and collection of the Proceeds shall become part of the Demised Premises Debt and shall be rendered untenantable reimbursed by reason Borrower to Lender upon demand. Notwithstanding anything to the contrary contained herein, if in connection with a Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack of a Casualtydesignation) by the insurance carrier as to the purpose of such payment, the Fixed Rent as between Lender and the Additional Rent under Sections 2.02 and 2.03 Borrower, such payment shall not be abated in the proportion treated as business or rental interruption insurance proceeds unless Borrower has demonstrated to Lender's reasonable satisfaction that the untenantable area remaining net Proceeds that will be received from the property insurance carriers are sufficient to pay 100% of the Demised Premises bears cost of fully restoring the Improvements or, if such net Proceeds are to be applied to repay the total area of Debt in accordance with the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (providedterms hereof, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restorationsuch remaining net Proceeds, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or together with any subtenant reoccupies a portion of the Demised Premises for amount treated as business or rental interruption insurance that will be paid to Lender, will be sufficient to pay the ordinary conduct Debt in full. (c) Borrower shall promptly give Lender written notice of business the actual or threatened commencement of any condemnation or eminent domain proceeding (a "CONDEMNATION") and shall deliver to Lender copies of any and all papers served in which case connection with such Condemnation. Following the Fixed Rent occurrence of a Condemnation, Borrower, regardless of whether an Award (hereinafter defined) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the Additional Rent allocable same character as prior to such reoccupied portion shall Condemnation (a "CONDEMNATION RESTORATION", together with a Casualty Restoration, collectively A "RESTORATION"), all to be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent effected in accordance with Landlord’s determinationapplicable law. (d) Lender is hereby irrevocably appointed as Borrower's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any award or payment ("AWARD") for any taking accomplished through a Condemnation (a "TAKING") and to make any commercially reasonable compromise or settlement in connection with any such Condemnation, subject to the provisions of this Deed of Trust. Notwithstanding the foregoing, if Borrower shall have the right, provided no Default or Event of Default has occurred and is continuing, to compromise and collect or receive any award that does not exceed $2,500,000. Notwithstanding any Taking by reason of any act public or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds quasi-public authority (including, without limitation, rent insurance proceeds) applicable any transfer made in lieu of or in anticipation of such a Taking), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Note, in this Deed of Trust and the other Loan Documents and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there interest paid on the Award by the condemning authority but shall be no abatement entitled to receive out of Rentthe Award interest at the rate or rates provided in the Note. Nothing contained Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. The expenses incurred by Lender in this Section 7.05 the adjustment and collection of the Award shall relieve Tenant from any liability that may exist as a result become part of any Casualtythe Debt and be secured hereby and shall be reimbursed by Borrower to Lender upon demand.

Casualty. In the event the Demised Premises or the Building are totally damaged or are rendered wholly untenantable by fire or other casualty, Landlord may, as provided for hereinafter, give Tenant written notice of Landlord's election to terminate this Lease, and thereupon the term of this Lease, shall expire by lapse of time upon the tenth (10th) day after such notice is given, and Tenant shall vacate the Demised Premises and surrender the same to Landlord. If Tenant shall not be in monetary or material nonmonetary default under this Lease after the expiration of any applicable cure period, then upon the termination of this Lease under the conditions provided for hereinafter, Tenant's liability for Rent accruing subsequent to the fire or casualty shall cease and be apportioned as of the day following such fire or casualty. Notwithstanding anything to the contrary contained in this Lease, Landlord shall, within the earlier of (a) If one hundred twenty (120) days from the fire or casualty or (b) thirty (30) business days after Landlord receives written notice from its insurance carrier regarding the extent of insurance proceeds Landlord will receive to restore the Building and/or the Demised Premises (as is required under this Lease), give Tenant written notice of it's intention to either (i) restore or rebuild the Demised Premises in character, layout and area substantially equal to the Premises damaged or destroyed immediately prior to such damage or destruction (except Landlord shall not be required to rebuild, repair or replace any part of the furniture, equipment, fixtures and other improvements which may have been placed by Tenant [or by Landlord on behalf of Tenant (e.g., any improvement to Exhibit "E" hereinafter)] in the Premises) within two hundred ten (210) days from the date of such fire or other casualty (but such two hundred ten [210] day period shall be subject to reasonable extensions and delays resulting from acts of God, fire, strikes, lockouts, labor trouble, inability to procure materials by reason of governmental restrictions, riots, insurrection, war or other causes beyond the reasonable control of Landlord), or (ii) terminate this Lease ("Casualty Notice"). Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the option to cancel this Lease, in the event (i) the casualty occurs during the last year of the Lease term, (ii) the casualty occurs at any time and, in both Landlord's and Tenant's reasonable opinion, the restoration will take over three hundred sixty (360) days from said occurrence or (iii) the Casualty Notice informs Tenant that Landlord's restoration will take over two hundred forty (240) days to restore from the date of the casualty or damage. It is agreed that if Landlord elects to restore or rebuild as provided for above, this Lease shall continue in full force and effect, but the Rent and all other obligations of Tenant shall xxxxx as of the date of such fire or other casualty (except as otherwise provided for above) until the Demised Premises shall have been restored or rebuilt by Landlord (as provided for above) and possession thereof shall have been delivered to Tenant. If Landlord does not give Tenant notice of its election to terminate the Lease within the period required under this Article 15, then Tenant shall have the right (provided Tenant is not in default under the Lease beyond any applicable notice and cure period and Tenant cannot conduct its business operations within the Premises) to elect to immediately cancel this Lease by giving written notice to Landlord, provided Tenant notifies Landlord in writing that "Landlord failed to cancel this Lease within the required time period of Article 15 and that Landlord's subsequent failure to void Tenant's notice of termination of the Lease within five (5) business days of Landlord's receipt of this correspondence shall be partially deemed Landlord's acceptance of Tenant's termination of this Lease". A copy of such notice must be simultaneously sent to Landlord's counsel (or totally such other parties as Landlord may from time to time designate) in accordance with the notice provisions of this Lease in order for such request to be deemed effective. If any part of the Demised Premises is damaged or destroyed by fire or other casualty or accident (each, a “Casualty”unless the damage or casualty was caused by Tenant), then Tenant, at Tenant’s sole cost the Base Rent and expense, Additional Rent shall promptly repair and restore be abated proportionately until the Demised PremisesPremises are restored in the manner required of Landlord, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without taking into account the collection of the insurance proceeds attributable to such Casualty. (b) If all or part proportion of the Demised Premises rendered untenantable. If any mortgagee under a deed to secure debt, security agreement or mortgage requires the insurance proceeds be applied against the mortgage debt, Landlord shall have no obligation to rebuild and this Lease shall terminate upon notice to Tenant; provided, however, that Landlord shall notify Tenant, within thirty (30) days after any such mortgagee gives a notice to Landlord of such election to apply such proceeds against the mortgage debt, of the fact that such mortgagee has done so. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be rendered untenantable for the sole benefit of the party carrying such insurance and under its sole control. Tenant hereby waives the provisions of any applicable law and agrees that the provisions of this Section 15 shall control in lieu thereof. Furthermore, if Landlord does not repair the damage from the casualty within the aforesaid period required under this subparagraph, then Tenant shall have the right (provided Tenant is not in default under the Lease beyond any applicable notice and cure period and Tenant cannot conduct its business operations within the Premises) to elect to cancel this Lease by reason giving written notice to Landlord, provided Tenant notifies Landlord in writing that "Landlord failed to cancel this Lease within the required time period of a Casualty, Article 15 and that Landlord's subsequent failure to void Tenant's notice of termination of the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 Lease within thirty (30) business days of Landlord's receipt of this correspondence shall be abated deemed Landlord's acceptance of Tenant's termination of this Lease". Accordingly, Landlord can only void Tenant's termination notice by delivery of the Premises in the proportion that condition required under this Article 15 within thirty (30) business days of Landlord's receipt of the untenantable area termination notice. In the event the Demised Premises are partially [e.g., less than ten percent (10%) of the Demised Premises] damaged or are rendered partially [e.g., less than ten percent (10%) of the Demised Premises bears to the total area of the Demised Premisesuntenantable by fire or other casualty, for the period Landlord shall within one hundred eighty (180) days from the date of fire or casualty repair the Casualty to area the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for damaged in a manner substantially equal to the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable Premises damaged or destroyed immediately prior to such reoccupied portion damage or destruction (except Landlord shall not be required to rebuild, repair or replace any party of the furniture, equipment, fixtures and other improvements which may have been placed by Tenant [or Landlord on behalf of Tenant] in the Premises. Such one hundred eighty (180) day period shall be payable subject to reasonable extensions and delays resulting from acts of God, fire, strikes, lockouts, labor trouble, inability to procure materials by Tenant reason of governmental restrictions, riots, insurrection, war or other causes beyond the reasonable control of Landlord. If Landlord does not repair the damage from the date of such occupancy). Landlord’s determination of casualty within the date aforesaid period required under this subparagraph, then Tenant shall have the Demised Premises right (provided Tenant is tenantable shall be controlling unless not in default under the Lease beyond any applicable notice and cure period and Tenant disputes same cannot conduct its business operations within the Premises) to elect to cancel this Lease by giving written notice to Landlord, provided Tenant notifies Landlord in writing that "Landlord failed to cancel this Lease within 10 the required time period of Article 15 and that Landlord's subsequent failure to void Tenant's notice of termination of the Lease within thirty (30) business days after such determination of Landlord's receipt of this correspondence shall be deemed Landlord's acceptance of Tenant's termination of this Lease". Accordingly, Landlord can only void Tenant's termination notice by Landlord and pending resolution delivery of the Premises in the condition required under this Article 15 within thirty (30) business days of Landlord's receipt of the termination notice. A copy of such dispute, Tenant shall pay Rent notice must be simultaneously sent to Landlord's counsel (or such other parties as Landlord may from time to time designate) in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason notice provisions of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall this Lease in order for such request to be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtydeemed effective.

Casualty. If a Total Loss occurs in relation to any Aircraft (a) If the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”"Lost -------- Aircraft"), then Tenant, at Tenant’s sole cost unless the Borrower shall have previously obtained EXIM's written consent to the purchase by the Borrower of a Qualified Replacement Aircraft (as hereinafter defined) and expense, said aircraft shall promptly repair and restore become subject to the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection terms of the insurance proceeds attributable related Lease, then on the Total Loss Prepayment Date (as hereinafter defined) the Borrower shall prepay (i) if the Total Loss Payment Date occurs prior to such Casualty. (b) If all or part the Conversion Date, the then outstanding principal amount of the Demised Premises shall be rendered untenantable by reason Floating Rate Note or Floating Rate Notes issued in respect of a Casualtysuch Lost Aircraft, and (ii) if the Total Loss Payment Date occurs on or after the Conversion Date, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area then outstanding principal amount of the Demised Premises bears Fixed Rate Note or Fixed Rate Notes issued in respect of such Lost Aircraft (the amount to be prepaid in accordance with (i) or (ii) above, being the total area of the Demised Premises"Lost Aircraft Amount"), for the period from together, in either case, with accrued interest thereon to but excluding the date of payment and all other sums due and payable under this Agreement and the Casualty other Operative Documents relating to such Lost Aircraft Amount or the Lost Aircraft to the Facility Agent, in the case of (i) above, or to EXIM (or a paying agent designated by EXIM) (the "Total Loss Payment Agent")), in the case of (ii) above. Such amount shall fall due and be payable by the Borrower (regardless of whether any Insurance Proceeds in respect of such Total Loss are actually paid or received by any Person) on the date (the "Total Loss Prepayment Date"), which is the earlier of: of (i) the date on which the Demised Premises is made tenantable (providedInsurance Proceeds in respect of such Lost Aircraft are received, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion on which Lessee is required, pursuant to Clause 16.03 of the Demised Premises relevant Lease, to make payment for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance a Total Loss with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable respect to the Casualty, then, without prejudice Lost Aircraft and (iii) such earlier date as the Loan becomes payable pursuant to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyClause 13.02.

Casualty. In the event of physical damage to a Property or destruction thereof due to a casualty (a "Casualty"), affecting all or any part of a Property, without fault of Buyer, prior to the Closing Date, Seller and Buyer agree as follows with respect to such damage or destruction, specifically exclusive of non-physical losses such as business losses incidental thereto: (a) If If, prior to the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (eachClosing Date, a “Casualty”Property is damaged due to a Casualty and the cost of repairing such damage, as is determined by an independent engineer and appraiser selected by Seller (the "Repair Cost") is less than One Million and 00/100 Dollars ($1,000,000.00), then TenantSeller and Buyer shall proceed to close the sale of all of the Property without any abatement of the Purchase Price, provided however that Seller shall, at Tenant’s sole cost Seller's election, either: (i) repair the Casualty to such Property prior to Closing at Seller's expense or (ii) assign to Buyer at Closing, without recourse or warranty of any nature whatsoever, all of Seller's right, title and expenseinterest in and to any casualty insurance policies covering such Casualty with respect to the Property (an "Assignment of Proceeds"), shall promptly repair provided Buyer receives a copy of such policies (which must be in form and restore substance sufficient for Buyer to be made whole for such Casualty, except for the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection amount of the insurance proceeds attributable deductible), and a letter from the insurer confirming that such policies are valid and in full force and effect, without offsets or defenses of the insurer, and Seller shall pay to Buyer all payments theretofore made by such insurers as a result of such loss after deducting therefrom the costs of collection thereof, and the amount of any deductible and any other sums that may be necessary to supplement payments received, or to be received, from the insurer to make the Buyer whole from such Casualty. Seller agrees to maintain sufficient casualty insurance policies to cover any Casualty (subject to its customary deductible). Notwithstanding anything herein to the contrary, Seller shall not have the right to adjourn the Closing Date to repair any such Casualty unless Buyer consents thereto. (b) If all or part of If, prior to the Demised Premises shall be rendered untenantable by reason of Closing Date, any Property is damaged due to a Casualty, the Fixed Rent Casualty and the Additional Rent under Sections 2.02 Repair Cost equals or exceeds One Million and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: 00/100 Dollars (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration$1,000,000.00), then the Demised Premises Seller shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or elected clause (ii) the date Tenant or any subtenant reoccupies a portion in subparagraph (a) above but, notwithstanding such election, Buyer may elect (if such Casualty exceeds 10% of the Demised Premises for the ordinary conduct of business Purchase Price or Allocated Purchase Price, as applicable) to terminate this Agreement in its entirety, upon which termination, provided that Buyer is not in default hereunder, Buyer's Earnest Money shall be returnxx xx Xuyer. (in which case the Fixed Rent c) If more than one Property is to be acquired pursuant to this Agreement and the Additional Rent allocable Repair Cost as to a particular Property equals or exceeds One Million and 00/100 Dollars ($1,000,000.00) or 10% of the Purchase Price, whichever is greater, such damaged Property may, at Buyer's election, be removed from this Agreement and this Agreement terminated as to such reoccupied portion shall be payable by Tenant Property, upon written notice from Buyer to Seller. In the date event of such occupancy). Landlord’s determination of the date the Demised Premises a termination, provided that Buyer is tenantable shall not in default hereunder, Buyer's Allocated Earnest Money as to such Propxxxx xxall be controlling unless Tenant disputes same by written notice returned to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyBuyer at Closing.

Casualty. (a) Seller shall maintain the Policy in effect until the time of Closing, and shall deliver to Buyer, within ten (10) days after the date of this Agreement, an endorsement to the Policy issued by each insurance company issuing the Policy evidencing that the Policy is in effect, that Buyer has been added to the Policy as an additional insured party thereunder, and that the Policy will not be canceled or materially modified without at least thirty (30) days prior written notice to Buyer; provided, however, in the event of any Casualty prior to Closing, Seller shall retain all necessary authority to adjust and settle any claim, and Buyer will promptly cooperate with Seller to the extent that may be required by the insurer. If Closing is not completed under this Agreement, Buyer agrees to deliver to Seller, upon request, a written direction to each insurance company which has issued the Demised Premises Policy, directing that Buyer's name as an additional insured party be deleted therefrom. If Closing is completed under this Agreement, Seller shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost entitled to all rebates and expense, shall promptly repair and restore refunds of any prepaid premiums under the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such CasualtyPolicy. (b) If all or part at any time prior to the Closing Date any portion of the Demised Premises Property is destroyed or damaged as a result of fire or any other casualty ("Casualty"), Seller shall be rendered untenantable by reason promptly give written notice ("Casualty Notice") thereof to Buyer. If the Property is the subject of a Casualty, Buyer shall have the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area right, at its sole option, of the Demised Premises bears to the total area of the Demised Premises, for the period from the date terminating this Agreement (by notice given within thirty (30) days after receipt of the Casualty to the earlier of: Notice from Seller) unless, (i) the date the Demised Premises cost fully to repair or restore such damage is made tenantable less than One Hundred Thousand Dollars (provided$100,000) and sufficient insurance proceeds are available fully to restore such damage, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion insurance company issuing the Policy has confirmed in writing prior to the end of such thirty (30) day period that such Casualty is covered by the Policy and that no defense to payment of the Demised Premises claim exists, and (iii) such Casualty will not result in the Tenant terminating the Tenant Lease or asserting a right to terminate the Tenant Lease, and (iv) any loan commitment obtained by Buyer for financing to acquire the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises Property is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act not canceled or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist suspended as a result of such Casualty. If a Casualty Notice is given to Buyer less than thirty (30) days prior to Closing, at Buyer's option Closing shall be postponed to a date not later than thirty (30) days after Buyer's receipt of the Casualty Notice. If Buyer does not terminate this Agreement, the proceeds of any insurance with respect to the Property paid between the date of this Agreement and the Closing Date shall be paid to Buyer at the time of Closing and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing without in any manner affecting the Purchase Price. (c) If the Property is the subject of a Casualty, but Buyer does not have the right to terminate this Agreement pursuant to the provisions of Section 11(b) above (or Buyer does not exercise such right), then Seller shall promptly cause all temporary repairs to be made to the Property as shall be required to prevent further deterioration and damage to the Property; provided, however, that any such repairs shall first be approved by Buyer, which approval shall not be unreasonably or untimely withheld. Seller shall have the right to be reimbursed from the proceeds of any insurance with respect to the Property paid between the date of this Agreement and the Closing Date for the cost of all such repairs made pursuant to this Section 11(c). Except for the obligation of Seller to repair the Property set forth in this Section 11(c), Seller shall have no other obligation to repair any Casualty damage in the event Buyer does not elect to terminate this Agreement pursuant to the provisions of Section 11(b), and in such event, Buyer shall accept the Property at Closing as damaged or destroyed by the Casualty and Buyer shall have the right to enter the Real Property prior to Closing for the purpose of performing such repairs thereto as are reasonably necessary to protect the Property against further damage prior to the Closing Date.

Casualty. If (A) any Item of Equipment shall be or become (i) lost, stolen, destroyed, irreparably damaged from any cause whatsoever, damaged beyond economic repair, or rendered permanently unfit for normal use for any reason whatsoever (other than obsolescence), including by reason of any defect in design or manufacture, in each such case in Lessee's reasonable determination, which determination shall be made promptly after any such event or Lessee's discovery thereof (including notification by any sublessee, as applicable), or (ii) damaged so as to result in an insurance settlement on the basis of a total loss or a constructive or compromised total loss, or (iii) captured, confiscated or requisitioned by condemnation or otherwise and the loss shall have resulted in loss of possession of such Item of Equipment by Lessee for a period of more than 180 consecutive days, or (B) as a result of any rule, regulation, order or other action of any Governmental Authority having jurisdiction, the use in normal operation of such Item of Equipment shall have been prohibited for a period extending beyond the Lease Term applicable to such Item of Equipment (any such occurrence being hereinafter called a "Casualty"), prior to or during the term of this Lease, Lessee shall give Agent and Lessor notice thereof (a "Casualty Notice") not later than thirty (30) days (or, with respect to a Casualty referred to in clause (ii) of the definition of such term, such longer period as Lessee may request, not to exceed one hundred nineteen (119) days), following a Responsible Officer of Lessee becoming aware of the occurrence of such Casualty. The Casualty Notice shall specify whether Lessee will: EXECUTION COPY (a) If pay the Demised Premises Casualty Amount of the Item of Equipment suffering such Casualty, which payment shall be partially or totally damaged or destroyed by fire or other casualty made no later than ninety (each90) days (unless Lessee has delivered a Casualty Notice with respect to a Casualty referred to in clause (ii) of the definition of such term after the expiration of such thirty (30) day period, no later than the date which is one hundred twenty (120) days following a “Responsible Officer of Lessee becoming aware of the occurrence of such Casualty”) following the date of such Casualty Notice (the "Casualty Settlement Date"), then Tenant, at Tenant’s sole cost and expense, provided that in any event the Casualty Settlement Date shall promptly repair and restore be no later than the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection last day of the insurance proceeds attributable Lease Term applicable to such Casualty.Equipment; and the Casualty Amount shall be applied by Agent to reduce the relevant Lease Supplement Balance as indicated below; or (b) If all or part replace the Item of Equipment with respect to which the Casualty has occurred pursuant to the following provisions of this Section 6.1 and Section 6.4, provided that upon the occurrence and during the continuance of an Event of Default, Lessee shall be obligated, at the option of the Demised Premises Required Participants, to make the payments referred to in clause (a) above and shall not be rendered untenantable by reason entitled to exercise any right or election of replacement as set forth in this clause (b). (c) If Lessee has elected, or is required, to pay the Casualty Amount pursuant to clause (a) above, Lessee shall continue to make all payments of Basic Rent due under this Lease without reduction for the Item of Equipment suffering such Casualty until such Casualty Amount is paid, upon which event Lessee's obligation to pay Basic Rent for the Item of Equipment suffering such Casualty shall cease. Upon payment of the Casualty Amount in respect of any Item of Equipment suffering a Casualty, the Fixed Rent and amount of the Additional Rent under Sections 2.02 and 2.03 Lease Supplement Balance shall be abated in reduced by an amount equal to the proportion that the untenantable area product of the Demised Premises bears remaining relevant Lease Supplement Balance (determined prior to the total area receipt of such Casualty Amount), multiplied by the Allocation Fraction of the Demised PremisesItem of Equipment suffering such Casualty. If Lessee has given notice that it intends to replace the Item of Equipment suffering such Casualty, for and such replacement is permitted under the period from the date of the Casualty to the earlier of: foregoing clause (ib), Lessee may, not more than ninety (90) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from days after the date of such occupancy)Casualty Notice, replace the Item of Equipment suffering the Casualty with Replacement Equipment pursuant to the requirements of Section 6.4. Landlord’s determination If Lessee has paid the amount payable with respect to the Casualty as set forth in clause (a) above and all other amounts due hereunder and no Event of the date the Demised Premises Default has occurred and is tenantable continuing, Lessee shall be controlling unless Tenant disputes same entitled to receive, and Lessor shall direct the applicable insurance carrier to pay, or if received by written notice Lessor shall pay, to Landlord within 10 days after such determination by Landlord and pending resolution Lessee the proceeds of any recovery in respect of such disputeItem of Equipment from insurance or otherwise ("Casualty Recoveries"), Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding and Lessor, subject to the foregoing, if by reason rights of any act insurer insuring such Item of Equipment as provided herein, shall execute and deliver to Lessee, or omission to its assignee or nominee, a quitclaim xxxx of sale (without representations or warranties except that such Item of Equipment is free and clear of all Lessor Liens) for such Item of Equipment, and such other documents as may be required to release the Equipment from the terms of this Lease, in such form as may reasonably be requested by TenantLessee. All fees, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee costs and expenses relating to a substitution as described herein shall be unable to collect all of the insurance proceeds borne by Lessee. Any payments (including, without limitation, rent insurance proceeds) applicable received at any time by Agent, Lessor or Lessee from any Governmental Authority or other party with respect to any loss EXECUTION COPY or damage to any Item of Equipment not constituting a Casualty will be paid to Lessee to be applied directly in payment of repairs or for replacement of property in accordance with the provisions of Sections 5.1 and 5.3, if not already paid by Lessee, or if already paid by Lessee and no Event of Default shall have occurred and be continuing, shall be applied to reimburse Lessee for such payment, and any balance remaining after compliance with said Sections with respect to such loss or damage shall be retained by Lessee. During the existence of a Default, or any Event of Default, any payments received by Agent or Lessor with respect to any loss or damage to any item of Equipment (whether or not constituting a Casualty) shall be held by Agent as security for the obligations of Lessee under this Lease, and at such time as there shall not be continuing any such Event of Default or Default, such amount (unless theretofore otherwise applied to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there obligations of Lessee hereunder in accordance with Section 8.4) shall be no abatement applied to pay the Casualty Amount of Rentthe applicable Item of Equipment if Lessee has elected, or is required, to pay such Casualty Amount or paid over to Lessee. Nothing contained Any such payments received by Lessor in this Section 7.05 excess of the costs of repair or replacement of the applicable Item of Equipment not required to be held by Agent pursuant to the preceding sentence or if so held when released shall relieve Tenant from any liability that may exist as a result be and remain the property of any CasualtyLessee. LESSEE HEREBY ASSUMES ALL RISK OF LOSS, DAMAGE, THEFT, TAKING, DESTRUCTION, CONFISCATION, REQUISITION, COMMANDEERING, TAKING BY EMINENT DOMAIN OR CONDEMNATION, PARTIAL OR COMPLETE, OF OR TO ANY OF THE EQUIPMENT, HOWEVER CAUSED OR OCCASIONED, SUCH RISK TO BE BORNE BY LESSEE WITH RESPECT TO EACH ITEM OF EQUIPMENT FROM THE DATE OF THIS LEASE, AND CONTINUING UNTIL SUCH ITEM OF EQUIPMENT HAS BEEN RETURNED TO LESSOR IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE IX. LESSEE AGREES THAT NO OCCURRENCE SPECIFIED IN THE PRECEDING SENTENCE SHALL IMPAIR, IN WHOLE OR IN PART, ANY OBLIGATION OF LESSEE UNDER THIS LEASE, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION TO MAKE PAYMENTS.

Casualty. (a) If the Demised Building or the Premises shall be partially damaged or partially destroyed by fire or other casualty and as a result thereof a portion of the Premises becomes untenantable or inaccessible, the Base Rent and the Additional Rent payable under Article 5 hereof shall be abated on a per RSF basis based on the RSF of that portion of the Premises as shall have been rendered untenantable as a result of such damage or destruction for the period, commencing on the date such portion of the Premises becomes untenantable or inaccessible and ending on the date next preceding the earlier of (i) the date on which the Required Landlord Restoration (as defined below) is Substantially Complete or on which that portion of the Premises otherwise becomes tenantable and accessible, and (ii) the date on which Tenant or any Tenant Party occupies such portion of the Premises for the conduct of its business. For purposes of this Section 22, the term “untenantable” shall mean, with respect to any portion of the Premises, that Tenant is not reasonably able to conduct its business in that portion of the Premises affected in substantially the same manner as was conducted in such space immediately prior to such fire or other casualty. (b) If the Building or the Premises shall be totally (which shall be deemed to include substantially totally) damaged or destroyed by fire or other casualty and as a result thereof all (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection substantially all) of the insurance proceeds attributable to such Casualty. (b) If all Premises becomes untenantable or part of the Demised Premises shall be rendered untenantable by reason of a Casualtyinaccessible, the Fixed Base Rent and the Additional Rent payable under Sections 2.02 and 2.03 Article 5 hereof shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from commencing on the date such portion of the Casualty to Premises become untenantable or inaccessible and ending on the date next preceding the earlier of: of (i) the date the Demised Required Landlord Restoration is substantially complete or on which the Premises is made otherwise becomes tenantable and accessible (providedexclusive of any Tenant’s Work), that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date on which Tenant or any subtenant reoccupies Tenant Party occupies the Premises for the conduct of its business; provided, however, that if the Required Landlord Restoration is substantially complete with respect to portions of the Premises or portions of the Premises otherwise become tenantable and accessible prior to the Required Landlord Restoration with respect to the entire Premises being substantially complete or the entire Premises otherwise becoming tenantable and accessible, then, provided it is commercially reasonable for Tenant to use or occupy such portions of the Premises for the performance of Tenant’s repair or restoration work or for the conduct of business prior to the repair or restoration of the entire Premises, the abatement of rent for such portions of the Premises shall end, on a per RSF basis based on the RSF’s of such portions of the Premises, on the date that the Required Landlord Restoration is substantially complete with respect to that portion of the Demised Premises for or on which that portion of the ordinary conduct of business Premises otherwise becomes so tenantable and accessible. (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from c) Promptly after the date of such occupancy)on which the Required Landlord Restoration is substantially complete. Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlordcommence, and thereafter diligently proceed with, the repair, restoration and replacement of all Alterations (including Tenant’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Work) and Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty’s Property.

Casualty. 10.1.1. Tenant shall promptly notify Landlord in writing (aa “Damage Notice”) If the Demised Premises shall be partially or totally damaged or destroyed by of any fire or other casualty event, damage or condition of the Premises to which this Section 10.1 is or may be applicable (each, a “Casualty”). Following receipt of a Damage Notice (or Landlord’s discovery of any damage caused by a Casualty (“Casualty Damage”)), then TenantLandlord shall have the right to elect, at Tenantin Landlord’s sole cost and expenseabsolute discretion, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenantto either (a) terminate this Lease by delivery of written notice thereof to Tenant within ninety (90) days following Landlord’s Improvements and Betterments, Tenant’s Property and Fixtures with discovery of such Casualty or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises to continue this Lease in effect; provided that Landlord shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears have no right to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: so terminate this Lease unless: (i) such damage renders fifty percent (50%) or more of the date the Demised Premises is made tenantable (providedunusable, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion Estimated Restoration period (defined below) exceeds one hundred eight (180) days, (iii) the cost of the Demised Restoration (defined below) is not fully covered by insurance proceeds available to Landlord (with the exception of any deductible that is the responsibility of Landlord pursuant to the terms of its insurance policy) or (iv) the Holder of any Security Document requires any insurance proceeds with respect to such Casualty to be applied to the outstanding balance of the obligation secured by such Security Document. If Tenant notifies Landlord that it is prevented from using the Premises for the ordinary conduct Permitted Use as a result of business any Casualty Damage, then Landlord shall within twenty (in which case 20) days thereafter provide written notice (the Fixed Rent and “Restoration Notice”) to Tenant setting forth the Additional Rent allocable to such reoccupied portion period of time (the “Estimated Restoration Period”) that Landlord reasonably believes shall be payable by Tenant from required to complete the Restoration (defined below) with respect to the Premises to the extent necessary to allow Tenant’s use of the Premises for the Permitted Use (the “Premises Restoration”). If the Estimated Restoration Period is more than ninety (90) days following the date of such occupancy). Tenant’s notice, 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 Landlord’s determination delivery of the Restoration Notice. In addition, if Landlord shall fail to complete the Premises Restoration, on or before the date that is sixty (60) days after the Demised Premises is tenantable last day of the Estimated Restoration Period, Tenant shall be controlling unless have the right to terminate this Lease, but only on the condition that Tenant disputes same by delivers written notice of termination to Landlord within 10 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. 10.1.2. Unless this Lease is terminated in accordance with Section 10.1.1, above, Landlord shall begin to repair the Casualty Damage to the Building, the Datacenter and the Premises promptly after its discovery of any Casualty Damage (subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Section 10.1) and shall proceed with reasonable diligence to restore (the “Restoration”) the Building, the Datacenter and the Premises to substantially the same condition as it existed before such determination Casualty, except for modifications required by applicable Laws and modifications that are deemed desirable by Landlord and pending resolution of such disputethat are consistent with Institutional Owner Practices; provided, Tenant however, that Landlord shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason not be required to repair or replace any of any act Tenant’s Personal Property or omission any Alterations made by Tenant (all of which shall be promptly repaired, restored and/or replaced by Tenant, ). Landlord shall have no liability for any subtenant inconvenience or any of their respective partners, directors, officers, servants, employees, agents annoyance to Tenant or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable injury to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist Tenant’s business as a result of any Casualty, or the Restoration, regardless of the cause therefor. Base Rent shall axxxx if and to the extent Tenant ceases to use a material portion of the Datacenter Space that was damaged by a Casualty and rendered unfit for use for the Permitted Use as a result thereof, for the period of time commencing on the date Tenant stops using such damaged portion of the Datacenter Space and continuing until the Premises Restoration is substantially complete (as reasonably determined by Landlord’s architect). 10.1.3. Landlord and Tenant agree that the provisions of this Section 10.1 and the remaining provisions of this Lease shall exclusively govern the rights and obligations of the parties with respect to any Casualty, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter in effect.

Casualty. Should the Improvements during the Term be wholly or partially destroyed or damaged by fire, or any other casualty whatsoever, Tenant shall promptly give the Landlord written notice of the damage or destruction. (a) If such fire, tornado, or other casualty or occurrence not caused in whole or in part by the Demised Premises gross negligence, or intentional tort of Tenant or Tenant’s affiliate entities or any officers, employees, agents or contractors of Tenant or Tenant’s affiliate entities, Landlord, in its sole discretion, shall do one of the following, in connection with such damage or destruction, all at its cost and expense: (a) repair, replace, restore or reconstruct the same; (b) demolish the ruins and construct new improvements (which then shall be partially the Improvements under this Lease); or totally damaged (c) demolish and remove the ruins and grade the Premises to the level of any adjoining sidewalk, and not construct new improvements. Landlord must notify Tenant in writing of its election pursuant to the foregoing sentence on or destroyed before sixty (60) days after receiving notice of the occurrence of any such casualty from Tenant. In the event Landlord elects subparagraph (c), this Lease shall terminate as of the date of Landlord’s receipt of notice of such casualty from the Tenant. Furthermore, in the event Landlord does not elect subparagraph (c), but Landlord estimates that the restoration of the Improvements will take longer than ninety (90) days from commencement of the restoration activities and provides notice thereof to Tenant, Tenant shall have the right to terminate this Lease upon Landlord’s receipt of Tenant’s written notice to Landlord. In the event of any such casualty not caused in whole or in part by the gross negligence or intentional tort of Tenant or Tenant’s affiliate entities or any officer, employee, agent or contractor of Tenant or Tenant’s affiliated entities, the rental and other payments herein provided for shall be abated as to the portion of the Improvements on the Premises which are not usable as determined by Landlord until such Improvements on the Premises are completely restored and the happening of any such casualty shall not cause the termination of this Lease except to the extent described in subparagraph (c) above or in the immediately preceding sentence. Any prepaid Base Rental with respect to any period of abatement described in the preceding sentence, shall be refunded to Tenant promptly following the restoration of such Improvements. All payments made by an insurance company for losses due to casualty shall be made solely to Landlord, and Tenant shall have no claim thereto. (b) If the fire or other casualty was caused in whole or in part by the gross negligence or intentional tort of Tenant or any officer, employee, agent or contractor of Tenant or Tenant’s affiliated entities, Tenant shall: (eachi) proceed immediately to rebuild or repair the Improvements to specifications approved by the Landlord in writing to the same or better condition in which the Improvements were prior to the fire or other casualty; and Tenant shall complete the same within ninety (90) days or such longer period as may be approved by the Landlord in writing; (ii) cause all construction and/or repair work to be done in a workmanlike manner, leaving the Premises free of liens for labor and materials; (iii) have the obligation to prosecute diligently such work and complete the same within a reasonable period of time as determined by the Landlord; (iv) obtain or cause its contractors to obtain insurance in the coverages and amounts required by the Landlord, which coverages may include, but not be limited to, builders’ risk insurance as well as those specified in Exhibit “B”; and (v) tender, on forms acceptable to the Landlord, either (i) performance and payment bonds in the full amount of the cost of construction or repair if the cost of the repair or reconstruction equals or exceeds $25,000 or (ii) if such cost is less than $25,000, a “Casualty”)bond for the sum of one hundred percent (100%) of the total lien amount of any lien filed against the Premises for work performed by Tenant or Tenant’s contractors or their subcontractors. If Tenant does not rebuild or repair the Improvements as required under this Paragraph 11(b) or fails to timely do so, then Tenant, the Landlord may do so at Tenant’s sole cost and expense, expense upon giving Tenant not less than 10 days’ prior written notice. The rental and other payments herein provided for shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall not be abated in during the proportion time that Tenant is required to rebuild or repair the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyImprovements.

Casualty. (a) If at any time during the Demised Term of this Lease, a material portion of the Building or the Premises shall be partially or totally (i) damaged or destroyed by fire or other casualty (each, a “Casualty”) or (ii) taken under the power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, or sold to prevent the exercise thereof (a “Taking”), then TenantLandlord shall have the right to elect, at Tenantin Landlord’s sole cost and expenseabsolute discretion, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with to either (a) terminate this Lease by delivery of written notice (a “Termination Notice”) thereof to Tenant or without the collection of the insurance proceeds attributable to such Casualty. (b) to continue this Lease, in which case, Landlord shall repair and reconstruct the Tenant Space to substantially the same condition in which they existed immediately prior to such Casualty or Taking. If all Landlord elects to terminate this Lease and Landlord repairs and/or reconstructs the Building, Landlord may not operate or part permit another entity to operate a meet-me room in the Building for five (5) years following the Casualty or Taking. If as a result of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent Tenant Space is unfit for use by Tenant in the ordinary conduct of Tenant’s business (as reasonably determined by Tenant) and actually is not used by Tenant, then Landlord shall provide written notice (the Additional Rent under Sections 2.02 and 2.03 “Restoration Notice”) to Tenant as soon as practicable after the Casualty of the period of time (the “Stated Restoration Period”) which shall be abated required for the repair and restoration of the Building to permit use of the Tenant Space in the proportion that ordinary conduct of Tenant’s business and Tenant shall have the untenantable area right, at its election, (i) to terminate this Lease if (a) the Stated Restoration Period shall be in excess of one hundred eighty (180) days following the Demised Premises bears to Casualty or Taking, (b) fewer than twenty-four (24) months remain in the total area Term as of the Demised Premises, for the period from the date of the Casualty Taking or Casualty, or (c) fewer than twelve (12) months would remain in the Term upon the expiration of the Stated Restoration Period, and Tenant terminates this Lease with written notice thereof to Landlord within thirty (30) days following delivery of the earlier of: (i) the date the Demised Premises is made tenantable (providedRestoration Notice, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) to terminate the date Tenant or any subtenant reoccupies a portion Lease if Landlord shall fail within the Stated Restoration Period to complete the repair and restoration of the Demised Premises for Building necessary to allow Tenant’s use of the Tenant Space in the ordinary conduct of Tenant’s business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date delivers written notice of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice termination to Landlord within 10 thirty (30) days after such determination by Landlord and pending resolution following the expiration of such disputethe restoration deadline. For purposes of the foregoing sentence, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee Term shall be unable determined as if Tenant had exercised any Renewal Option then granted to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyTenant.

Casualty. (a) If the Demised Premises Trust Property shall be partially or totally damaged or destroyed destroyed, in whole or in part, by fire or other casualty (each, a “CasualtyCASUALTY”), then TenantBorrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, at Tenant’s sole cost and expenseBorrower, regardless of whether insurance proceeds are available, shall promptly repair proceed to restore, repair, replace or rebuild the same to be of at least equal value and restore of substantially the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable same character as prior to such Casualtydamage or destruction (a “CASUALTY RESTORATION”), all to be effected in accordance with applicable law. (b) If a Casualty covered by any of the Policies (an “INSURED CASUALTY”) occurs where the loss does not exceed $2,500,000, provided no Default or Event of Default has occurred and is continuing, Borrower may settle and adjust any claim without the prior consent of Lender; provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Insurance Proceeds (as hereinafter defined). In the event of an Insured Casualty where the loss exceeds $2,500,000 (a “SIGNIFICANT CASUALTY”), Lender may, in its sole discretion, settle and adjust any claim without the consent of Borrower and agree with the insurer(s) in a commercially reasonable manner on the amount to be paid on the loss, and the Proceeds shall be due and payable solely to Lender and held by Lender in the Casualty/Condemnation Subaccount and disbursed in accordance herewith. If Borrower or any party other than Lender is a payee on any check representing Proceeds with respect to a Significant Casualty, Borrower shall immediately endorse, and cause all or such third parties to endorse, such check payable to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse such check payable to the order of Lender. The expenses incurred by Lender in the settlement, adjustment and collection of the Proceeds shall become part of the Demised Premises Debt and shall be rendered untenantable reimbursed by reason Borrower to Lender upon demand. Notwithstanding anything to the contrary contained herein, if in connection with a Casualty any insurance carrier makes a payment under a property insurance Policy that Borrower proposes be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack of a Casualtydesignation) by the insurance carrier as to the purpose of such payment, the Fixed Rent as between Lender and the Additional Rent under Sections 2.02 and 2.03 Borrower, such payment shall not be abated in the proportion treated as business or rental interruption insurance proceeds unless Borrower has demonstrated to Lender’s reasonable satisfaction that the untenantable area remaining net Proceeds that will be received from the property insurance carriers are sufficient to pay 100% of the Demised Premises bears cost of fully restoring the Improvements or, if such net Proceeds are to be applied to repay the total area of Debt in accordance with the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (providedterms hereof, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restorationsuch remaining net Proceeds, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or together with any subtenant reoccupies a portion of the Demised Premises for amount treated as business or rental interruption insurance that will be paid to Lender, will be sufficient to pay the ordinary conduct Debt in full. (c) Borrower shall promptly give Lender written notice of business the actual or threatened commencement of any condemnation or eminent domain proceeding (a “CONDEMNATION”) and shall deliver to Lender copies of any and all papers served in which case connection with such Condemnation. Following the Fixed Rent occurrence of a Condemnation, Borrower, regardless of whether an Award (hereinafter defined) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the Additional Rent allocable same character as prior to such reoccupied portion shall Condemnation (a “CONDEMNATION RESTORATION”, together with a Casualty Restoration, collectively A “RESTORATION”), all to be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent effected in accordance with Landlordapplicable law. (d) Lender is hereby irrevocably appointed as Borrower’s determinationattorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any award or payment (“AWARD”) for any taking accomplished through a Condemnation (a “TAKING”) and to make any commercially reasonable compromise or settlement in connection with any such Condemnation, subject to the provisions of this Deed of Trust. Notwithstanding the foregoing, if Borrower shall have the right, provided no Default or Event of Default has occurred and is continuing, to compromise and collect or receive any award that does not exceed $2,500,000. Notwithstanding any Taking by reason of any act public or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds quasi-public authority (including, without limitation, rent insurance proceeds) applicable any transfer made in lieu of or in anticipation of such a Taking), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Note, in this Deed of Trust and the other Loan Documents and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there interest paid on the Award by the condemning authority but shall be no abatement entitled to receive out of Rentthe Award interest at the rate or rates provided in the Note. Nothing contained Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. The expenses incurred by Lender in this Section 7.05 the adjustment and collection of the Award shall relieve Tenant from any liability that may exist as a result become part of any Casualtythe Debt and be secured hereby and shall be reimbursed by Borrower to Lender upon demand.

Casualty. (a) If the Demised Building or the Premises shall be partially or totally damaged or destroyed by destroyed, or rendered Untenantable as a result of fire or other casualty (each, a “Casualty”)) and if this Lease is not terminated as provided below, then Tenant, at Tenant’s sole cost and expense, (i) Landlord shall promptly repair and restore (A) the Demised PremisesBase Building Systems serving the Premises up to the point of connection to the Premises and the core and shell of the Building, including Landlords’ Workincluding, Tenant’s without limitation, the columns, beams, floor slabs, ceiling slabs and perimeter walls of the Premises and the curtain wall and foundation of the Building and the means of access to the Building and the Premises to substantially the same condition as existing immediately prior to the Casualty, (B) the Premises (excluding all Improvements other than Landlord Insured Property and Betterments, Tenant’s Property therein), and Fixtures (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 CasualtyCasualty (provided that Landlord shall proceed with reasonable diligence to pursue the allocation and collection of any such insurance proceeds) and (ii) Tenant shall repair and restore in accordance with Section 4.02 all (A) Improvements other than Landlord Insured Property and (B) Tenant’s Property ((A) and (B), collectively, “Tenant’s Restoration Work”) with reasonable dispatch after Landlord’s Restoration Work has been substantially completed; provided, that Tenant shall repair and restore in accordance with Section 4.02 hereof all Tenant’s Property and Improvements with reasonable dispatch immediately after the Casualty to the extent (x) such repair and restoration is reasonably necessary to permit Landlord to commence, perform and complete Landlord’s Restoration Work, provided that notice thereof is given to Tenant or (y) in accordance with good construction practice, such work should be performed prior to, or concurrently with Landlord’s Restoration Work. Subject to the foregoing, Landlord agrees to reasonably cooperate with Tenant to permit Tenant to perform Tenant’s Restoration Work as soon as possible consistent with good construction scheduling after Landlord’s Restoration Work has reached a stage of progress that Tenant can reasonably begin Tenant’s Restoration Work; provided that in Landlord’s sole discretion (but not acting in an arbitrary or capricious manner), Tenant’s Restoration Work shall not interfere with or delay the performance of any Landlord’s Restoration Work by more than a de minimis extent (it being acknowledged and agreed that Tenant may, subject to the provisions of Section 4.02 and any other applicable provisions of this Lease, make changes to the Premises in connection with such restoration). Landlord shall not be required to perform Landlord’s Restoration Work on an overtime or premium pay basis (except to the extent the insurance carrier agrees to pay for such overtime without reducing the total insurance proceeds to be paid to Landlord), unless Tenant shall request Landlord to perform Landlord’s Restoration Work on such overtime or premium pay basis and Tenant shall agree to reimburse Landlord for the same as provided in the next sentence. In such an event, Tenant shall pay to Landlord, within 30 days after demand therefor, an amount equal to the difference between the overtime or premium pay rates and the regular pay rates for performing such work as set forth in a reasonably detailed xxxx therefor. (b) If all or part of the Demised Premises shall be rendered untenantable Untenantable by reason of a CasualtyCasualty occurring after the Possession Date, the Fixed Rent and the Recurring Additional Rent under Sections 2.02 and 2.03 Charges shall be abated in the proportion that the untenantable Untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: of (i) the date the Demised Premises is made tenantable (it being understood and agreed that the term “tenantable” for purposes of this Section 7.05 shall mean that the Premises are in a condition which permits Tenant to occupy the same for the Primary Use in the normal course and Tenant has reasonable means of access to the Building and the Premises) (provided, that if the Demised Premises would have been so tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restorationTenant’s Restoration Work (if any), then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or ) or (ii) the date on which Tenant or any subtenant of Tenant reoccupies a such portion of the Demised Premises for the ordinary conduct of business (in which case its business, the Fixed Rent and the all Additional Rent Charges allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such disputeoccupancy (i.e., Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty.not be

Casualty. Tenant shall give prompt notice to Landlord in case of any fire or other damage to the Premises or the Building. If (a) If the Demised Building or the Premises shall be partially damaged to the extent of fifty percent (50%) or totally more of the cost of replacement thereof; or (b) the Premises or Building shall be destroyed or substantially damaged as a result of a risk not insured by Landlord hereunder; or destroyed by fire (c) the Premises shall be damaged to the extent of thirty percent (30%) or other casualty more of the cost of replacement thereof during the last two (each, a “Casualty”2) years of the Term (or any renewal term), then Tenantor in any of such events, at Tenant’s sole cost Landlord may elect either to repair the damage as aforesaid, or to cancel this Lease by written notice of cancellation given to Tenant within ninety (90) days after the date Landlord is in receipt of all relevant information regarding an occurrence specified in clauses (a), (b), or (c) of this sentence. Should Landlord elect to terminate the lease, this Lease shall terminate with the same force and expense, shall promptly repair and restore effect as though the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without date set forth in the collection Landlord's notice of termination pursuant to this Section 19.1 were the Expiration Date of the insurance proceeds attributable Lease. Should Landlord elect to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualtyterminate this Lease, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, Xxxxxx's liability for the period from the date Rent shall cease as of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy)damage or destruction and Landlord shall make an equitable refund of any Rent paid by Xxxxxx in advance and not earned. Unless this Lease is terminated by Landlord’s determination , as aforesaid, this Lease shall remain in full force and effect. Provided Tenant is not the cause of the date fire or other casualty, in the Demised event the Premises is tenantable rendered wholly untenantable, the Base Rent and Additional Rent shall be controlling fully abated, or if only partially damaged, such Base Rent and Additional Rent shall be abated proportionately as to that portion of the Premises rendered untenantable and not actually used by Tenant during such period. In either of the foregoing events, Base Rent and Additional Rent shall xxxxx (unless Tenant disputes same by written notice Landlord shall elect to Landlord within 10 terminate this Lease as set forth above) until ten (10) days after such determination notice by Landlord to Tenant that the Premises have been substantially repaired and pending resolution restored to the extent required hereunder of such disputeLandlord or until Xxxxxx's business operations are restored in the entire Premises, whichever shall occur sooner. Tenant may continue the operation of Xxxxxx's business in the part of Premises not so damaged to the extent reasonably practicable from the standpoint of prudent business management and safety concerns. Tenant shall pay Rent in accordance with Landlord’s determinationnot be entitled to and hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and for any inconvenience or annoyance occasioned by any such damage, destruction, repair or restoration. Notwithstanding the foregoing, if by reason The provisions of any act statute or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies law which may be available allow Tenant to Landlordautomatically terminate the lease or otherwise exercise a right of termination upon the occurrence of damage, there shall be no abatement destruction or untenantability are hereby expressly waived by Tenant and the provisions of Rent. Nothing contained in this Section 7.05 19.1 shall relieve Tenant from any liability that may exist as a result of any Casualtycontrol.

Casualty. Section 8.01. If, on or prior to the date of the Closing, all or a "material part" (aas defined below) If of the Demised Premises Improvements shall be partially or totally damaged or destroyed by fire or other casualty casualty, then, in any such event, Purchaser may, at its option, either (eachi) terminate this Agreement, whereupon, in accordance with Section 23, the Downpayment shall be returned to Purchaser and the parties hereto shall be released of all obligations and liabilities of whatsoever nature in connection with this Agreement except those that expressly survive termination of this Agreement or (ii) proceed to close the transactions contemplated by this Agreement, in which event all of the provisions of subsection 8.01(a)(i) and subsection 8.01(a)(ii) below shall apply. (a) If, on or prior to the date of the Closing, less than a “Casualty”"material part" of the Improvements shall be destroyed or damaged by fire or other casualty, then Purchaser shall nevertheless close title to the Property pursuant to all the terms and conditions of this Agreement (without any adjustment to the Purchase Price except as otherwise set forth herein), then Tenantsubject to the following: (i) Seller shall not (x) adjust and settle any insurance claims, or (y) enter into any construction or other contract for the repair or restoration of the Improvements, without Purchaser's prior written consent (except no such consent shall be necessary in the event of an emergency or hazardous condition at Tenant’s sole cost the Property), which consent shall not be unreasonably withheld, conditioned or delayed, and expense(ii) at the Closing, Seller shall promptly repair (1) pay over to Purchaser the amount of any insurance proceeds, to the extent collected by Seller in connection with such casualty, less the amount of the actual and restore reasonable unreimbursed expenses incurred by Seller in connection with collecting such proceeds and making any repairs to the Demised PremisesImprovements occasioned by such casualty pursuant to any contract (provided that such contract was reasonably approved by Purchaser as required by this Section), including Landlords’ Workand (2) assign to Purchaser in form reasonably satisfactory to Purchaser all of Seller's right, Tenant’s Improvements title and Betterments, Tenant’s Property interest in and Fixtures to any insurance proceeds that are uncollected at the time of the Closing and that may be paid in respect of such casualty and also credit Purchaser at Closing for any deductible applicable to such insurance proceeds. Seller shall reasonably cooperate with or without Purchaser in the collection of such proceeds, which obligation shall survive the insurance proceeds attributable to such CasualtyClosing. (b) If all or part For the purpose of the Demised Premises shall be rendered untenantable by reason of a Casualtythis Section, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 phrase a "material part" of an Improvement shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies mean a portion of an Improvement such that the Demised Premises for the ordinary conduct cost of business repair or restoration thereof is estimated by a reputable contractor selected by Seller and reasonably satisfactory to Purchaser, to be in excess of ten percent (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination 10%) of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution Purchase Price. Section 8.02. The provisions of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of this Section 8 supersede any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) law applicable to the Casualty, then, without prejudice to any Property governing the affect of fire or other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained casualty in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtycontracts for real property.

Casualty. 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 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 costs of repair and/or restoration thereof to as good condition as they were immediately preceding said damage then, in that event, Landlord will be obligated to make such repairs and/or restoration with all due diligence. Begining with the date of loss and continuing during the period required to repair or 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 rent shall xxxxx until the Premises are restored to an operable condition. - If less than all, or less than substantially all, of the buildings and improvements on the leased Premises, or the leased equipment, are damaged or destroyed as aforesaid and the insurance proceeds are not sufficient to pay in full the costs of repair and/or restoration to as good condition as they were immediately preceding said damage, then, in that event, Landlord shall 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 Landlord refuses to begin said repair and/or restoration with all due diligence, said refusal shall be deemed a breach of this Lease Agreement, but as to this breach only, the Tenant's sole remedies are (a) If the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly to agree to bear one-half of said repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection costs in excess of the aforementioned insurance proceeds attributable payable to such Casualty. Landlord, or (b) If to 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 or part of the Demised Premises due diligence, then Tenant shall be rendered untenantable by reason of entitled to all remedies at law and as provided in this Lease Agreement for a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from breach. Beginning with the date of loss and continuing during the Casualty period required to repair or restore same, this Lease shall not terminate, except as provided herein, but the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises rent payable hereunder shall be deemed reduced in such proportion as the parties agree, except as otherwise provided herein. In the event loss renders the plant inoperable, however, the rent shall xxxxx until the Premises are restored to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant an operable condition or any subtenant reoccupies until there is a portion breach of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist Lease Agreement as a result of any Casualtyherein provided.

Casualty. Grantor shall have no obligation to replace any Vehicle or repay any portion of the Lease Balance in respect of any Casualty so long as the number of Vehicles which would be considered a Casualty do not exceed in any year five percent of the number of Vehicles subject to this Security Agreement on the date hereof (the "Initial Vehicle Number") or exceed on a cumulative basis from the date hereof to the date of determination ten percent of the Initial Vehicle Number. Upon the happening of any Casualty not included within the limits set forth in the preceding sentence, Grantor either shall replace the Vehicle with respect to which the Casualty has occurred pursuant to the provisions of Section 5(c) hereof (treating such Vehicle, for these purposes, in the same manner as a Part), or deposit within 10 days of such Casualty into a deposit account established by the Agent for its benefit and the ratable benefit of the Lessors, as security for the Lessee's obligations under the Lease (the "Deposit Account") an amount equal to the Casualty Proceeds, provided, that upon the occurrence and during the continuance of an Event of Default or an Incipient Default, Grantor shall be obligated, at the option of the Required Lessors, to make the deposit as provided herein and shall not be entitled to exercise any right of replacement as set forth in this subclause (i). All funds in the Deposit Account, including any earnings thereon, shall be applied to Rent payments when due in the order of maturity, provided that during the continuance of an Event of Default, all such funds, including any earnings thereon, shall be applied to any amounts owing under the Lease, with the allocation thereof to be made as the Agent determines in its sole discretion. All such funds, and earnings thereon, shall remain in the Deposit Account until all Obligations (other than Surviving Indemnities) are paid in full. All funds in the Deposit Account shall be invested, as the Agent determines in its sole discretion in one or more of the following: (a) If securities issued or fully guaranteed or insured by the Demised Premises shall be partially United States Government or totally damaged or destroyed any agency thereof and backed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost the full faith and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection credit of the insurance proceeds attributable to such Casualty.United States maturing not more than one year from the date of acquisition; (b) If all certificates of deposit, time deposits, Eurodollar time deposits, bankers' acceptances or part deposit accounts having in each case a remaining term to maturity of the Demised Premises shall be rendered untenantable by reason of a Casualtynot more than one year, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: which are either (i) fully insured by the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs Federal Deposit Insurance Corporation or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) issued by any commercial bank under the date Tenant laws of any State or any subtenant reoccupies national banking association that has combined capital and surplus of not less than $800,000,000 and whose short-term securities are rated at least A-1 by S&P or P-1 by Moody's; (c) commercial paper that is rated at least A-1 by S&P or P-1 by Moody's, issued by a portion company that is incorporated under the laws of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason United States or of any act State and directly issues its own commercial paper, and has a remaining term to maturity of not more than one year; and (d) any money market or omission other investment fund the investments of which are limited to investments described in clauses (a), (b) and (c) above and which is managed by Tenant, (i) a commercial bank that is organized under the laws of any subtenant State or any national banking association and that has total assets of their respective partnersat least $1,000,000,000, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of (ii) an investment bank that is organized under the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result laws of any CasualtyState and that has total assets of at least $1,000,000,000.

Casualty. Seller assumes all risks for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause (a “Casualty”) until the Closing. Immediately after Seller has received notice of the occurrence of any Casualty between the date hereof and the Closing, Seller shall give Purchaser written notice thereof (a “Casualty Notice”), which Casualty Notice shall state the type, location and amount of damage to any of the Apartment Complex and Seller’s good faith estimate of the cost to complete repairs of such Casualty. (a) If prior to the Demised Premises Closing such a Casualty shall occur and the cost to complete repairs of such Casualty shall be partially greater than or totally damaged equal to $500,000 with respect to any one Apartment Complex or destroyed Condominium, or greater than $2,500,000 in the aggregate with respect to all Apartment Complexes and all Condominium Parcels, then in any such event, Purchaser may, at its sole option, terminate this Agreement by fire or other casualty written notice to Seller (eachthe “Casualty Termination Notice”) within ten (10) Business Days after Purchaser has received the Casualty Notice (provided, however, if the Closing is scheduled for a “Casualty”date which is less than ten days after Purchaser’s receipt of the Casualty Notice the Closing shall be postponed until ten days after Purchaser’s receipt of the Casualty Notice), then Tenantin which event if Purchaser so elects to terminate, at Tenant’s sole cost this Agreement shall be null and expensevoid, the Exxxxxx Money shall promptly repair be returned to Purchaser and restore neither party shall have any further liability or obligations to the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualtyother (except as specifically provided in this Agreement). (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) Purchaser has the date the Demised Premises is made tenantable (providedright but does not elect to terminate this Agreement as set forth in Section 10.1(a) above, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion cost to complete repairs of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion Casualty shall be payable by Tenant from less than the date of such occupancy). Landlord’s determination of threshold amounts provided in Section 10.1(a) above, then the date Closing shall take place as provided herein, and at the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, Closing there shall be no abatement assigned to Purchaser all of RentSeller’s rights, titles and interest in and to any insurance policies covering such Casualty (including rental interruption insurance) and all proceeds to be paid thereunder as may be then uncollected. Nothing contained in Seller shall credit against the Purchase Price, at Closing, an amount equal to the deductible under such policy applicable to such casualty. Subject to the rights of Holder, so long as this Section 7.05 Agreement has not been terminated, Seller shall relieve Tenant from not consent to any liability that may exist as a result of any Casualty.insurance award concerning the Property without first having obtained Purchaser’s consent, which consent shall not be unreasonably withheld, conditioned or delayed

Casualty. (a) SECTION 5.1. If the Demised Premises shall be partially or totally Leased Property is damaged or destroyed by fire or other casualty (eachcasualty, a “Casualty”)Tenant shall give immediate notice thereof to Landlord, then and Tenant, at in Tenant’s sole cost and expensediscretion, shall promptly repair repair, restore, and restore rebuild the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Leased Property and Fixtures with to a condition equivalent to that existing prior to such casualty. In the event of damage to or without the collection destruction of the insurance proceeds attributable to such Casualty. (b) If all whole or any part of the Demised Premises shall be rendered untenantable improvements comprising the Leased Property by reason fire or any other casualty during the Term, either Landlord or Tenant may terminate this Lease upon giving written notice of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears such termination to the total area other Party no later than thirty (30) days after the date of such fire or casualty If neither Landlord nor Tenant exercises its right to terminate this Lease pursuant to this Section, Tenant shall restore the Demised Premises, for the period Leased Property within one hundred twenty (120) days from the date of the Casualty to casualty. In the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant event of a fire or any subtenant reoccupies other casualty which does not result in a portion termination of the Demised Premises this Lease as provided for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such disputeherein, Tenant shall repair and replace its own furniture, furnishings, fixtures and equipment. SECTION 5.2. Unless this Lease terminates pursuant to Section 5 hereof, Tenant shall submit plans and specifications, names of proposed contractors, financial and other pertinent information about any contractors, certificates of insurance to be maintained by Xxxxxx's contractors, hours of construction, proposed construction methods, and details about the quality of the proposed work for review and approval by Landlord, not to be unreasonably withheld. All work to be performed by or for Tenant pursuant to the Lease will be performed diligently, in a first-class manner, and in compliance with all applicable Laws and the requirements of Section 4.5. Tenant shall promptly provide to Landlord all notices related to such work. SECTION 5.3. If Landlord or Tenant terminates this Lease pursuant to Section 5 hereof or in the event of any other termination of the Lease prior to payment of any claim for damage, then Tenant shall pay Rent in accordance with to Landlord the amount of Tenant’s deductible and shall immediately thereafter irrevocably assign to Landlord any insurance payment to which Tenant may become entitled; provided, however, that Tenant shall not be obligated to assign any insurance payment or proceeds paid to Tenant on account of any loss suffered by Tenant for its movable furniture, furnishings, decorations, trade fixtures, equipment and other personal property of Tenant resulting from such fire, flood or other casualty. Tenant may not unilaterally negotiate, prosecute or adjust any such claims, without obtaining Landlord’s determinationprior consent thereto. Notwithstanding As for any claims that might remain open as of the foregoingtermination date of this Lease, if by reason Tenant will continue to work with its insurer to bring the claim to resolution and upon Xxxxxx’s receipt of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to , Xxxxxx will promptly forward the Casualty, then, without prejudice to any other remedies which may be available proceeds to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty.

Casualty. (a) If the Demised Premises loss, fire and extended coverage policies maintained with respect to any Collateral shall be partially endorsed or totally damaged or destroyed by fire or other casualty otherwise amended to include (each, i) a “Casualty”non-contributing mortgage clause (regarding improvements to real property) and a lenders’ loss payable clause (regarding personal property), then Tenantin form and substance reasonably satisfactory to the Administrative Agent, at Tenantwhich endorsements or amendments shall provide that the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Administrative Agent (provided that the Administrative Agent’s sole cost and expenseapplication of such proceeds shall be subject to Section 2.15(E)), shall promptly repair and restore (ii) a provision to the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection effect that none of the insurance proceeds attributable Loan Parties, Credit Parties (in their capacity as such) or any other Affiliate of a Loan Party shall be a co-insurer (the foregoing not being deemed to limit the amount of self-insured retention or deductibles under such policies, which self-insured retention or deductibles shall be consistent with business practices in effect on the Closing Date or as otherwise determined by the Responsible Officers of the Loan Parties acting reasonably in their business judgment), and (iii) such other provisions as the Administrative Agent may reasonably require from time to time to protect the interests of the Credit Parties. Commercial general liability policies shall be endorsed to name the Administrative Agent as an additional insured. Each endorsement to such Casualty. casualty or liability policy referred to in this SECTION 5.07(b) shall also provide that it shall not be canceled, modified in any manner that would cause this SECTION 5.07 to be violated, or not renewed (bi) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the Fixed Rent and insurer to the Additional Rent under Sections 2.02 and 2.03 shall be abated Administrative Agent (giving the Administrative Agent the right to cure defaults in the proportion that the untenantable area payment of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (ipremiums) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) for any other reason except upon not less than thirty (30) days’ prior written notice thereof by the date Tenant insurer to the Administrative Agent. The Borrowers shall deliver to the Administrative Agent, prior to the cancellation, modification or non-renewal of any subtenant reoccupies such policy of insurance, a portion copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Administrative Agent, including an insurance binder) together with evidence satisfactory to the Administrative Agent of payment of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtypremium therefor.

Casualty. (a) If In case of the Demised total destruction of the Premises by fire, the elements or other cause, or of such damage thereto as shall render the same totally unfit for occupancy by Tenant, the payment of the rent due hereunder shall be partially or totally damaged or destroyed by fire or other casualty (eachabated for the period of untenantability, or, at Landlord's option, Landlord may declare that this Lease, together with the payment of rent then due and a “Casualty”)proportionate part thereof to the date of surrender, shall terminate and be at an end. If any cause mentioned in the preceding sentence shall render the Premises partly untenantable, then TenantLandlord shall, at Tenant’s sole cost and its own expense, shall promptly repair and restore the Demised PremisesPremises with all reasonable diligence, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property the rent shall be abated proportionately for the period of untenantability and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises untenantable until such improvements shall have been fully restored; provided that, if neither the Premises nor any part thereof shall be rendered untenantable by reason of a Casualtyeither wholly or partly untenantable, Landlord shall, at its own expense, restore the Fixed Rent and Premises with all reasonable diligence, but the Additional Rent under Sections 2.02 and 2.03 rent shall not be abated in to any extent whatsoever; and provided further that if the proportion that cost of restoration of any such damage to the untenantable area Premises (based on the estimate of Landlord's insurance adjuster) exceeds one-half (1/2) of the Demised Premises bears to the total area of the Demised Premises, for the period rent reserved hereunder from the date of the Casualty occurrence of the damage to the earlier of: (i) expiration of the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restorationthen current term of this Lease, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such disputemay, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoingat its option, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in cancel this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyLease.

Casualty. (a) 16.1. If there is any damage to or destruction of the Premises, LESSEE shall promptly, upon obtaining knowledge thereof, give notice thereof to LESSOR, describing the nature and extent thereof. 16.2. If the Demised Premises Building is damaged, but no portion thereof is rendered untenantable, and this Lease is not terminated pursuant to Section 16.4 or 16.5 hereof, LESSOR shall, at its own expense, cause Restoration to be completed as soon as reasonably practicable but in no event later than ninety (90) days from the occurrence, subject to any Excusable Delay, and the Basic Rent and Additional Rent shall be partially or totally not abate. 16.3. If the Building is damaged or destroyed by fire anx xx rendered partially or other casualty (eachwholly untenantable, a “Casualty”)and this Lease is not terminated pursuant to Section 16.4 or 16.5 hereof, then TenantLESSOR shall, at Tenant’s sole cost and its own expense, cause Restoration to be completed as soon as reasonably practicable but in no event later than three hundred sixty five (365) days from the occurrence, subject to any Excusable Delay, and, subject to the provisions hereof, the Basic Rent and Additional Rent shall promptly repair be equitably abated until Restoration is completed and restore LESSOR shall permit LESSEE to re-enter the Demised PremisesBuilding for the purposes of restoring LESSEE'S trade fixtures and alterations and improvements made by LESSEE no later than two hundred seventy (270) days after the occurrence, including Landlords’ Worksubject to any Excusable Delay. 16.4. If, Tenant’s Improvements and Bettermentsin the sole opinion of LESSOR, Tenant’s Property and Fixtures with fifty percent (50%) or without the collection more of the insurance proceeds attributable manufacturing space in the Building is damaged or destroyed and the total cost of Restoration shall amount to such Casualty. fifty percent (b50%) If all or part more of the Demised Premises full insurable value of the Building, LESSOR, in lieu of Restoration, may elect to terminate this Lease, provided that notice of such termination shall be rendered untenantable by reason sent to LESSEE within sixty (60) days after the occurrence of a Casualtysuch casualty. If LESSOR exercises its right to terminate this Lease, the Fixed this Lease shall cease, terminate and expire, and all Basic Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area prorated, as of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy)damage or destruction. Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained The term "manufacturing space" as used in this Section 7.05 shall relieve Tenant from any liability that may exist as a result 16.4 means all interior areas of any Casualtythe Building, other than office areas.

Casualty. (a) If the Demised Premises Building or the demised 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 Tenant, at Tenant’s sole cost and expense, then: (i) Landlord shall promptly repair and restore the Demised PremisesBuilding and the demised premises (excluding Tenant’s Improvements and Betterments, including Landlords’ Work, Tenant’s Property and Fixtures) 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 4.02 all Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without reasonable dispatch after the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises demised premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises demised premises bears to the total area of the Demised Premisesdemised premises, for the period from the date of the Casualty to the earlier of: : (i) the date the Demised Premises demised premises is made tenantable but in no event beyond 90 days from the date the demised premises are returned to Tenant and Tenant has a reasonable means of access to the demised premises (provided, that if the Demised Premises demised premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises demised premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises demised premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises demised premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty. (c) If by reason of a Casualty: (i) the Building shall be totally damaged or destroyed;

Casualty. (a) If all or any part of the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such disputecasualty, Tenant shall pay Rent promptly notify Landlord and Lender thereof within five (5) Business Days, and shall, with reasonable promptness and diligence, rebuild, replace and repair any damage or destruction to the Premises, at its expense, in accordance conformity with Landlord’s determination. Notwithstanding the foregoingrequirements of Section 5.4(a) hereof, if by reason of any act in such manner as to restore the same to the same or omission by Tenantbetter condition as existed prior to such casualty, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all using materials of the insurance proceeds (includingsame or better grade than that of the materials being replaced, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, and there shall be no abatement of Basic Rent or Additional Rent. Nothing contained Proceeds of casualty insurance of $100,000.00 or less shall be paid to Tenant. Proceeds in excess of $100,000.00 shall be held by Landlord or a proceeds trustee (which shall be Lender or Lender's designee for so long as the Note is outstanding, or an escrow or title company, or a bank or trust company designated by Landlord thereafter) and paid to Tenant, but only against certificates of Tenant and appropriate lien waivers 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 work or repair for which Tenant is requesting payment and the cost incurred by Tenant in connection therewith and stating that Tenant has not theretofore received payment for such work and has sufficient funds remaining to complete the work free of liens or claims. Any proceeds remaining after Tenant has repaired the Premises shall be delivered to Landlord; provided, however, that if such aggregate amounts exceed One Hundred Thousand Dollars ($100,000), the excess shall, at Lender's direction and with Lender's written consent at its sole discretion, be applied in reduction of the principal amount of the Note or paid to Tenant; provided further, however, that no payment shall be made to Tenant if any material or monetary default or Event of Default shall have happened and be continuing under this Section 7.05 Lease. If the excess is applied to the remaining principal outstanding under the Note, the Note shall relieve Tenant from be reamortized and monthly payment of Basic Rent payable on or after the second Basic Rent Payment Date occurring after such application shall be reduced in an amount equal to the amount by which the monthly payment under the Note has been reduced. The foregoing references to "Note" shall mean the Note and any liability future promissory note that may exist as be issued in connection with a result refinancing of any Casualty.the Mortgage

Casualty. Upon the occurrence of a Casualty prior to or during the term of this Lease, Lessee shall give Trustee and Administrative Agent prompt written notice thereof (a "CASUALTY NOTICE"). The Casualty Notice shall specify whether Lessee will: (a) If pay to Trustee, for the Demised Premises benefit of the Certificate Purchasers, the Casualty Amount of the Equipment suffering such Casualty (PROVIDED that if the Equipment suffering such Casualty is part of a System and, as a result of such Casualty, such System, taken as a whole, shall have suffered a Casualty, then Lessee shall pay to Trustee, for the benefit of Certificate Purchaser, a Casualty Amount for such System), which payment (together with any Supplemental Rent (whether arising as a result of SECTION 7.7(d) or otherwise) then due) shall be partially made no later than the later of (i) sixty (60) days after the occurrence of the Casualty or totally damaged or destroyed by fire or other casualty (each, a “Casualty”ii) the next scheduled Payment Date occurring after such Casualty (the "CASUALTY SETTLEMENT DATE"), then Tenant, at Tenant’s sole cost and expense, PROVIDED that in any event the Casualty Settlement Date shall promptly repair and restore be no later than the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection last day of the insurance proceeds attributable to such Casualty.Lease Term; or (b) If all replace such Equipment with respect to which the Casualty has occurred pursuant to the following provisions of this SECTION 6.1; PROVIDED, that upon the occurrence and during the continuance of a Default or part Event of Default, Lessee shall be obligated, at the option of the Demised Premises Required Certificate Purchasers, to make the payments referred to in CLAUSE (a) above and shall not be entitled to exercise any right of replacement pursuant to CLAUSE (b). If Xxxxxx has elected, or is required, to pay the Casualty Amount pursuant to CLAUSE (a) above, Lessee shall continue to make all payments of Rent due under this Lease until and including the Casualty Settlement Date. Upon payment of the Casualty Amount in respect of any item of Equipment suffering a Casualty on such Casualty Settlement Date, the remaining scheduled payments of Capital Rent shall be rendered untenantable proportionately reduced by reason an amount equal to the product of a the scheduled amount of such Capital Rent payment (determined in each case prior to the receipt of such Casualty Amount), MULTIPLIED BY the Affected Equipment Value Fraction of such item of Equipment suffering such Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 Supplement Balance shall be abated appropriately adjusted to reflect such reduction in the proportion remaining scheduled payments of Capital Rent. If Lessee has given notice that it intends to replace the untenantable area item of Equipment suffering such Casualty and such replacement is permitted under this SECTION 6.1, or if Lessee is required to replace the Demised Premises bears item of Equipment suffering such Casualty pursuant to the total area terms of the Demised Premisesthis Lease, for the period from then Lessee shall make subject to this Lease, not more than sixty (60) days after the date of such Casualty Notice, a replacement for such item of Equipment meeting the suitability standards hereinafter set forth, PROVIDED, HOWEVER, that such 60-day period shall be extended for a period equivalent to any period of delay caused by Force Majeure PROVIDED, FURTHER that such extension period shall not exceed thirty (30) days. To be suitable as replacement Equipment, an item must be of the same general type, year of construction (or a later year of construction), function, utility, state of repair and operating condition (immediately preceding the Casualty assuming that such Equipment had been maintained in accordance with the terms of SECTION 5.3) as the Equipment suffering the Casualty, must have a value of not less than the Appraised Value (as set forth in the Appraisal of the Equipment suffering the Casualty for the date (the "DETERMINATION DATE") set forth in the Appraisal closest to the earlier of: date of such replacement) of the Equipment suffering the Casualty (EXCEPT as otherwise provided in the immediately succeeding paragraph) and, if the Casualty pertained to a System, taken as a whole, then the value of such System, after giving effect to such replacement, shall not be less than the Appraised Value of such System (as set forth in the Appraisal of such System for the Determination Date) and be free and clear of any Liens OTHER THAN Permitted Liens. Lessee shall cause a Bill of Sale and new Schedule I to the applicable Lease Supplement to be executed and delivered to Trustee and Administrative Agent (on behalf of the Certificate Purchasers) in order to subject such replacement item to this Lease, and upon such execution and delivery and the receipt by Trustee and Administrative Agent (on behalf of the Certificate Purchasers) of (i) evidence reasonably satisfactory to them of Lessee's compliance with the insurance provisions of SECTION 6.2 with respect to such replacement item, and (ii) an opinion of counsel to Lessee in form and substance reasonably satisfactory to Trustee, Administrative Agent and the Certificate Purchasers opining, among other things, to the effect that all appropriate filings, recordings and other acts have been taken to protect the right, title and interest of Trustee, on behalf of the Certificate Purchasers, in such replacement item and that no other filing, recording, deposit, or giving of notice with or to any Governmental Agency is necessary to protect such right, title and interest in such replacement item, such replacement item shall be deemed "Equipment" for all purposes hereof. Notwithstanding the foregoing requirements for replacement of Equipment, if the replacement item has a Fair Market Value of less than the Appraised Value of the Equipment suffering the Casualty or, in the case of a Casualty pertaining to a System, of the System taken as a whole, but the conditions specified in the preceding paragraph would otherwise be satisfied, then Lessee may replace the Equipment or System, as applicable, suffering the Casualty with such item so long as the following conditions are satisfied: (i) Trustee, Administrative Agent and Lessee shall have received an appraisal of the replacement item (or System, as the case may be) from an Appraiser, which appraisal shall determine the Fair Market Value of the replacement item (or System, as applicable) as of the date of replacement, the Demised Premises is made tenantable end of the Base Term and each Renewal Term (providedEXCEPT for such periods as have then already elapsed), (ii) Trustee shall have received, as Supplemental Rent, an amount equal to the excess of the Appraised Value of the replaced Equipment (or System, as applicable) as of the Determination Date over the Appraised Value of the replacement item (or System, as applicable) as of the date of replacement, (iii) all conditions set forth in the preceding paragraph shall have been satisfied (EXCEPT for the requirement that the replacement item have a value of not less than the Appraised Value of the Equipment suffering the Casualty) and (iv) Lessee shall have delivered a new Schedule I and Schedule II to the Lease Supplement covering the replaced Equipment (or System, as applicable) and such new Schedules shall be in form and substance reasonably satisfactory to Required Certificate Purchasers, such new Schedule I shall describe the replacement Equipment (or System, as applicable) and the Fair Market Value thereof and such new Schedule II shall reflect such adjustments to the installments of Capital Rent and remaining Supplemental Rent as necessary so that (x) the Equipment (or System, as applicable) suffering the Casualty shall be treated as if the Demised Premises would Casualty Amount with respect thereto had been paid pursuant to SECTION 6.1, and all reductions of Capital Rent and Supplement Balance made pursuant to this SECTION 6.1, (y) the replacement item shall be treated as if it was purchased on such replacement date for a purchase price equal to the value set forth in the appraisal thereof with an amortization schedule (to be attached to the Lease Supplement) that reflects the decay curve as set forth in such appraisal, and (z), if the Casualty pertained to a System, taken as a whole, such System after replacement of the applicable items of Equipment, shall have been tenantable at an earlier date but for Tenant having failed diligently the same function and utility, taken as a whole. After giving effect to prosecute repairs or restorationany replacement pursuant to the preceding sentence, then the Demised Premises "Purchase Price" of the replacement Equipment shall be deemed to have been made tenantable on such earlier date and be the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises Fair Market Value thereof, as set forth for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy)replacement in the Appraisal delivered in connection with such replacement, for all purposes of this Lease and the other Operative Documents. Landlord’s determination If Trustee has received the amount payable with respect to the Casualty and all other amounts due hereunder including amounts payable under SECTION 6.1(a) and no Default or Event of Default shall have occurred and be continuing, Lessee shall be entitled to receive from Trustee the proceeds of any recovery in respect of the date Equipment from insurance or otherwise ("CASUALTY RECOVERIES"), and Trustee, subject to the Demised Premises rights of any insurer insuring the Equipment as provided herein, shall execute and deliver to Lessee, or to its assignee or nominee, a quitclaim bill of sale (without representations or warranties EXCEPT that the Equipment is tenantable free and clear of Lessor Liens) for the Equipment, and such other documents as may be required to release the Equipment from the terms of this Lease, in such form as may reasonably be requested by Lessee. All fees, costs and expenses relating to a substitution as described herein shall be controlling unless Tenant disputes same borne by written notice Xxxxxx. EXCEPT as otherwise provided in this SECTION 6.1, Lessee shall not be released from its obligations hereunder in the event of, and shall bear the risk of, any Casualty to Landlord within 10 days after such determination any item of Equipment prior to or during the term of this Lease and thereafter until all of Xxxxxx's obligations hereunder are fully performed. Any payments (including insurance proceeds) in an amount less than $500,000 received at any time by Landlord and pending resolution Trustee or Lessee from any Governmental Agency or other party with respect to any loss or damage to any item of such dispute, Tenant shall pay Rent Equipment not constituting a Casualty will be paid to or retained by Lessee to be applied directly in payment of repairs or for replacement of property in accordance with Landlord’s determination. Notwithstanding the foregoingprovisions of SECTIONS 5.1 and 5.3, if not already paid by reason Lessee, or if already paid by Lessee and no Default or Event of any act or omission by TenantDefault shall have occurred and be continuing, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable applied to collect all of the insurance proceeds (includingreimburse Lessee for such payment, without limitation, rent insurance proceeds) applicable and any balance remaining after compliance with said Sections with respect to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there such loss or damage shall be no abatement retained by Xxxxxx; PROVIDED, that in the event that any Default or Event of RentDefault so exists, Trustee shall hold such proceeds as collateral security for the obligations of Lessee under this Lease during the continuance of such Default or Event of Default. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyEXCEPT FOR ANY OF THE FOLLOWING OCCURRING AS A RESULT OF THE EXISTENCE OR ENFORCEMENT OF A LESSOR LIEN, LESSEE HEREBY ASSUMES ALL RISK OF LOSS, DAMAGE, THEFT, TAKING, DESTRUCTION, CONFISCATION, REQUISITION, COMMANDEERING, TAKING BY EMINENT DOMAIN OR CONDEMNATION, PARTIAL OR COMPLETE, OF OR TO EACH ITEM OF EQUIPMENT, HOWEVER CAUSED OR OCCASIONED, SUCH RISK TO BE BORNE BY LESSEE WITH RESPECT TO EACH ITEM OF EQUIPMENT FROM THE DATE OF THIS LEASE, AND CONTINUING UNTIL SUCH EQUIPMENT HAS BEEN RETURNED TO TRUSTEE IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE XVI. XXXXXX AGREES THAT NO OCCURRENCE SPECIFIED IN THE PRECEDING SENTENCE SHALL IMPAIR, IN WHOLE OR IN PART, ANY OBLIGATION OF LESSEE UNDER THIS LEASE, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION TO PAY RENT.

Casualty. In the event of loss of, or damage to the Building or the Property or any portion thereof by fire or other casualty, the rights and obligations of the parties hereto shall be as follows: (a) If the Demised Premises Premises, or any part thereof, shall be partially or totally damaged or destroyed by fire or other casualty casualty, (eachx) Tenant shall give prompt notice thereof to Landlord, a (y) Landlord, upon receiving such notice, shall, to the extent such items are not laboratory or tenant specific, proceed promptly and with due diligence, subject to unavoidable delays and the terms of this Article 13.0, to repair, or cause to be repaired, such damage with respect to the foundation, floor slab, structure, roof, exterior doors and walls, exterior windows and facade and utility connections from the street to the inside of the Building (but not including distribution within the Building) and (z) upon notice from Landlord (“CasualtyLandlord’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 cause to be repaired, such damage which is laboratory or tenant specific and all other damage not specifically to be repaired by Landlord pursuant to the forgoing language of this sentence (“Tenant Improvements”); provided, then Tenanthowever, at Tenant’s sole cost and expense, that Tenant shall promptly repair and restore the Demised Premises, including Landlords’ Work, not be required to commence installation of Tenant’s Improvements sooner than is practical and Bettermentsreasonable given the progress of Landlord’s repair work. Notwithstanding anything in this Lease to the contrary, Tenant’s Property and Fixtures with Landlord shall not be required to (i) repair any Tenant Improvements or without the collection (ii) expend in excess of the net insurance proceeds attributable 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 Casualty. (b) 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 all the Premises or any part of the Demised Premises thereof shall be rendered untenantable by reason of a Casualtysuch damage and, the Fixed 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 and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, proportionately xxxxx for the period from the date of the Casualty such damage to the earlier ofdate that Landlord has substantially completed Landlord’s restoration obligations under this Section 13.0 (a), and thereafter until the earliest to occur of the following: (o) the date on which Tenant substantially completes Tenant’s restoration obligations under this Article 13.0, “CASUALTY”, (oo) the date that is 90 days after substantial completion of Landlord’s restoration work, and (ooo) the date on which the rental interruption insurance maintained by Landlord is exhausted. All proceeds for damages to Tenant Improvements shall be paid directly to Landlord and such funds shall be disbursed in accordance with the following conditions: (i1) At the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or time of any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such disputedisbursement, Tenant shall pay Rent not be in accordance default under the Lease and no condition shall exist which with the passage of time or giving of notice would constitute a default under this Lease and no mechanics' or materialmen's liens shall have been filed and remain undischarged and unbonded. (2) Tenant shall have obtained Landlord’s determination. Notwithstanding the foregoingadvance approval with respect to all architects, if by reason contracts, contractors and plans and specifications relating to restoration of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect Tenant Improvements and all of the other requirements of this Lease relating to alterations and improvements by Tenant shall have been satisfied. (3) Each request for disbursement shall be made to Landlord and shall be accompanied by a certificate of Tenant, signed by an officer of Tenant describing the completed work for which payment is requested, stating the cost incurred in connection therewith and stating that Tenant has not previously received payment for such work. The certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work has been completed and complies with the applicable requirements of this Lease and all legal requirements and insurance proceeds requirements. (4) Upon receipt by Landlord of (A) evidence, satisfactory to Landlord (including, without limitation, rent insurance proceedsarchitects' certificates), of the stage of completion, the estimated cost of completion, and that the work performed to date has been performed in a good and workmanlike manner in accordance with the contracts and plans and specifications approved by Landlord, (B) applicable waivers of liens and (C) other evidence of cost and payment such that Landlord can verify that the amounts disbursed from time to the Casualtytime are represented by work that is in fact completed in place and free and clear of mechanics’ liens and mechanics' lien enforcement actions, then, without prejudice provided that the other conditions of this Article 13 have been satisfied, Landlord shall make a disbursement from time to time in an amount not exceeding the cost of the work completed since the last disbursement; provided that in no event shall the total amount disbursed be such that the amount remaining undisbursed is insufficient to complete the restoration of Tenant Improvements. The final disbursement shall not be made until the follow items have been received by Landlord: (i) copies of invoices for labor, materials or equipment charges incurred by Tenant in connection with Tenant’s Improvements, (ii) copies of "as-built" plans of Tenant’s Improvements prepared and certified by Tenant's architect, (iii) an affidavit from Tenant's architect that Tenant's Improvements have been completed in accordance with the plans approved by Landlord (iv) final lien waivers from all contractors, subcontractors and material suppliers engaged in restoration of Tenant's Improvements, and (v) a copy of the Certificate of Occupancy for the Premises issued after the restoration of Tenant Improvements. (5) Landlord shall have the right to retain ten (10%) percent from each disbursement until restoration of Tenant Improvements is, in the reasonable judgment of Landlord, completed including the issuance of any necessary certificate of occupancy. (6) Prior to commencement of such restoration and at any time during such restoration, if the estimated cost of such restoration, as reasonably determined by Landlord, exceeds the amount of the insurance funds being held by Landlord for such restoration, the amount of such excess shall be paid by Tenant to Landlord to be added to such insurance funds prior to any other remedies further disbursement, or Tenant shall fund at Tenant’s own expense the costs of such restoration until the remaining insurance funds being held by Landlord for such restoration are sufficient for the completion of such restoration. Upon completion of such restoration by Tenant as required under this Lease, and provided Tenant is not then in default under this Lease and no condition shall exist which with passage of time or the giving of notice would constitute a default under this Lease, any remaining sum being held by Landlord and relating to such restoration shall be paid to Tenant. (7) Upon the default of Tenant under this Lease, including without limitation, Tenant’s failure to proceed promptly and with due diligence to restore Tenant Improvements, Landlord shall be entitled to retain such portion of such insurance proceeds as Landlord may be available determine reflects Landlord’s cost for Landlord to perform Tenant’s obligations under this Lease; provided however that, while Landlord has the right to perform Tenant’s obligations under this Lease to rebuild Tenant Improvements and Landlord may retain such portion of such insurance proceeds, Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve at Landlord’s election, may nevertheless elect to simply retain such proceeds as compensation for Tenant’s failure to restore Tenant from any liability that may exist Improvements. (b) If, as a result of fire or other casualty, the whole or a substantial portion of the Building or the Property is rendered untenantable, Landlord, within one hundred twenty (120) days from the date of such fire or casualty, may either (A) terminate this Lease by notice to Tenant, specifying a date not less than twenty (20) nor more than forty (40) days after the giving of such notice on which the Term of this Lease shall terminate or (B), notify Tenant of Landlord’s intent to repair the damage to the Building and other portions of the Property as a result of such fire or other casualty, which notice (“Landlord’s Restoration Notice”) shall include an estimate of how long (from the date of Landlord’s Restoration Notice) Landlord expects it will take to complete such repairs (the “Estimated Restoration Period”). If the Estimated Restoration Period is longer than 14 months or if the end of the Estimated Restoration Period is beyond the expiration of the Term or if the Estimated Restoration Period is longer than 8 months and at the end of the Estimated Restoration Period the duration of the remaining Term would be less than 12 months, provided the fire or other casualty was not due in whole or in part or exacerbated in whole or in part by any Casualtyact or omission of Tenant and provided Tenant is not in default under the Lease and no condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Tenant may terminate this Lease by notice to Landlord within 15 days of the date of Landlord’s Restoration Notice, specifying a date not less than twenty (20) nor more than forty (40) days after the date of Landlord’s Restoration Notice on which the Term of this Lease shall terminate. If neither Landlord or Tenant elects to terminate this Lease as contemplated above in this Paragraph (b) of this Article, then Landlord shall (to the extent of Landlord’s repair and restoration obligations in paragraph (a) above in this Article) proceed with diligence to repair the damage to the Building and other portions of the Property as a result of such fire or other casualty and the Annual Base Rent shall meanwhile proportionately xxxxx, all as provided in Paragraph (a) of this Article. However, if Landlord fails to repair and restore the Building or other portions of the Property (to the extent applicable and to the extent of Landlord’s repair and restoration obligations in paragraph (a) above in this Article) within sixteen (16) months from the date of such fire or other casualty, Tenant within thirty (30) days from the expiration of such sixteen (16) month period or from the expiration of any extension thereof by reason of unavoidable delays as hereinafter provided, may terminate this Lease by notice to Landlord (“Tenant’s Casualty Termination Notice”), specifying a date that is sixty (60) days after the giving of Tenant’s Casualty Termination Notice on which the Term of this Lease shall terminate; provided however that if Landlord has substantially repaired and restored the Building and any other portions of the Property (to the extent applicable and to the extent of Landlord’s repair and restoration obligations in paragraph (a) above in this Article) prior to the expiration of such 60 day period then the Lease shall not terminate and Tenant’s Casualty Termination Notice shall be null and void. The period within which the required repairs may be accomplished shall be extended by the number of days lost as a result of unavoidable delays, which term shall be defined to include all delays referred to in the Article contained herein entitled “INABILITY TO PERFORM - EXCULPATORY CLAUSE”. (c) Landlord shall not be required to repair or replace any of Tenant's Improvements or any of Tenant’s business machinery, equipment, cabinet work, furniture, personal property or other installations or improvements and no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of the Building, the Property or any portion thereof. (d) The provisions of this Article shall be considered an express agreement governing any instance of damage or destruction of the Premises, the Building or any portion thereof by fire or other casualty, and any law now or hereafter in force providing for such a contingency in the absence of express agreement shall have no application. (e) In the event of any termination of this Lease pursuant to this Article, the Term of this Lease shall expire as of the effective termination date as fully and completely as if such date were the date originally fixed herein for the end of the Term of this Lease. (f) Landlord's Architect's certificate, given in good faith, shall be deemed conclusive of the statements therein contained and binding upon Tenant with respect to the performance and completion of any repair or restoration work undertaken by Landlord pursuant to this Article or the Article contained herein entitled “CONDEMNATION - EMINENT DOMAIN”.

Casualty. (a) If the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost The terms and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection provisions of Article 11 of the insurance proceeds attributable Lease are -------- specifically incorporated herein by reference (with each reference therein to such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent Landlord and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears Tenant to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date refer to Sublessor and the abatement shall ceaseSublessee, respectively); or (ii) provided that to the date Tenant extent Article 11 requires that the Landlord repair or restore any subtenant reoccupies portion of the Premises arising out of a casualty to the Building, the Master Premises or the Premises, Sublessee shall seek recourse from the Landlord only, and Sublessor shall not be liable for any breach by the Landlord under the Lease; and provided, further, that Sublessee shall only be entitled to rent abatement to the extent Sublessor is entitled to rent abatement pursuant to Section 11.8 of the Lease for that portion of the Master Premises consisting of all or a portion of the Demised Premises for Premises. In addition to any rights granted to Sublessee, as Tenant under the ordinary conduct of business Lease, Sublessee shall have the right to terminate this Sublease, if the time estimated by Landlord in Landlord's Casualty Notice (as that term is defined in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises Lease) is tenantable shall be controlling unless Tenant disputes same greater than ninety (90) days, Sublessee may terminate this Sublease by written notice to Landlord within 10 days after such determination by Landlord and pending resolution Sublessor; provided, however, notwithstanding anything to the contrary in this Sublease or in the Lease, upon any termination of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding this Sublease following a casualty where the foregoing, if by reason of any act or omission by TenantLease is not terminated, any subtenant or any and all insurance proceeds payable to Sublessee with respect to the replacement, repair and/or restoration of their respective partnersthe Premises (other than Tenant's furniture, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee fixtures and equipment) shall be unable paid over by Sublessee to collect all Sublessor. Sublessee's obligations under this Paragraph 19 shall survive the termination of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtySublease.

Casualty. (a) If the Demised Premises or Project, or any portion of either, shall be partially or totally damaged or destroyed by fire or other casualty covered by the insurance carried by Landlord hereunder, and the cost of repairing such damage shall not be greater than thirty percent (each30%) of the then full replacement cost of the Project, a then, subject to the following provisions of this Article, Landlord shall repair the Premises and/or Project to substantially the same condition as existed immediately prior to such fire or other casualty with respect to the Shell Condition and Allowance Improvements and, to the extent and only to the extent Tenant’s insurance proceeds are made available to Landlord and are sufficient therefore, the repair and restoration of improvements and installations in excess of the Shell Condition and Allowance Improvements (such required level of repair and restoration being herein called the “CasualtyRequired Condition”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty. (b) If all the Premises or part Project shall be damaged to an extent greater than thirty percent (30%) of the Demised Premises then full replacement cost of the Project then Landlord shall have the option to either (i) repair or reconstruct the same to the Required Condition, or (ii) terminate this Lease by so notifying Tenant within one hundred twenty (120) days after the date of such fire or other casualty, such termination to be rendered untenantable by reason effective as of a Casualty, the Fixed date of such notice. (c) The Rent and the Additional Rent under Sections 2.02 and 2.03 required to be paid hereunder shall be abated in proportion to the proportion that the untenantable area portions of the Demised Premises, if any, which are rendered untenantable by fire or other casualty hereunder until repairs of the Premises bears to the total area of the Demised Premisesrequired Condition are completed, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that or if the Demised Premises would have been tenantable at an earlier are not repaired, until the termination date but for Tenant having failed diligently to prosecute repairs hereunder. Other than such Rent abatement, no damages, compensation or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion claim shall be payable by Tenant from the date of such occupancy). Landlord’s determination Landlord for loss of the date use of the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after whole or any part of the Premises, Tenant’s personal property, or any inconvenience, loss of business, or annoyance arising from any such determination by Landlord repair and pending resolution reconstruction. If the damage results from default or negligence of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servantsits agents, employees, agents licensees or contractorsinvitees, Landlordthen Tenant shall not be entitled to any abatement or reduction of any Rent or other sums due hereunder. If this Lease is terminated as provided in 10.01(b) above, all Rent shall be apportioned and paid up to the termination date. Landlord shall not be required to repair or replace any Superior Lessor furniture, furnishings or other personal property, which Tenant may be entitled to remove from the Premises or any Superior Mortgagee shall be unable property constructed and installed by or for Tenant pursuant to collect all Section 8.01 hereof or any installations and improvements in excess of the Allowance Improvements, except to the extent Tenant’s insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be are made available to Landlord, there shall be no abatement Landlord and are sufficient to repair and restore improvements and installations in excess of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtythe Allowance Improvements.

Casualty. (a) If Except as provided below, in case of damage to the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (eachinsured casualty, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, Landlord shall repair the damage. Such repair work shall be commenced promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection following notice of the damage and completed with due diligence, taking into account the time required for Landlord to effect a settlement with and procure insurance proceeds attributable from the insurer, except for delays due to such Casualtygovernmental regulation, scarcity of or inability to obtain labor or materials, intervening acts of God or other causes beyond Landlord’s reasonable control. (b) If all Notwithstanding the foregoing, if (i) the damage is of a nature or part extent that, in Landlord’s reasonable judgment (to be communicated to Tenant within sixty (60) days from the date of the Demised Premises shall be rendered untenantable by reason of a Casualtycasualty), the Fixed Rent repair and restoration work would require more than 210 consecutive days to complete after the Additional Rent under Sections 2.02 and 2.03 shall be abated casualty (assuming normal work crews not engaged in the proportion that the untenantable area overtime), or (ii) if more than thirty (30%) percent of the Demised Premises bears to the total area of the Demised PremisesBuilding is extensively damaged, for or (iii) the period casualty occurs in the last Lease Year of the Term and Tenant has not exercised a renewal right, either party may terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other within ten (10) days of Tenant’s receipt of the notice from Landlord described above. Such notice is to specify a termination date no less than fifteen (15) days after its transmission. (c) If the insurance proceeds received by Landlord as dictated by the terms and conditions of any financing then existing on the Building, (excluding any rent insurance proceeds) are required to be applied on account of any mortgage which encumbers any part of the Premises or Building, or if the nature of loss is not, or would not be, covered by Landlord’s property insurance coverage required under Article 15 of this Lease, Landlord may elect either to (i) repair the damage as above provided notwithstanding such fact or (ii) terminate this Lease by giving Tenant notice of Landlord’s election within thirty (30) days from the date of the Casualty to the earlier of:casualty. (id) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion If Landlord has not completed restoration of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant within 210 days from the date of such occupancy). casualty (subject to delay due to weather conditions, shortages of labor or materials or other reasons beyond Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless control), Tenant disputes same may terminate this Lease by written notice to Landlord within 10 thirty (30) business days after such determination by Landlord and pending resolution following the expiration of such dispute, Tenant shall pay Rent in accordance with 210 day period (as extended for reasons beyond Landlord’s determinationcontrol as provided above) unless, within thirty (30) business days following receipt of such notice, Landlord has substantially completed such restoration and delivered the Premises to Tenant for occupancy. Notwithstanding the foregoing, if by reason the aforesaid casualty results from the gross negligence or willful misconduct of any act or omission by Tenant, any subtenant Tenant shall not have the right to terminate this Lease if Landlord is willing to rebuild and restore the Premises. (e) In the event of damage or destruction to the Premises or any of their respective partnerspart thereof, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee Tenant’s obligation to pay Fixed Rent and Additional Rent shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyequitably adjusted or abated.

Casualty. (a) If at any time during the Demised Lease Term the Premises shall be partially or totally are damaged or destroyed by a fire or other casualty casualty, Landlord shall notify Tenant within sixty (each60) days after such damage as to the amount of time Landlord reasonably estimates it will take to restore the Premises. If the restoration time is estimated to exceed three hundred sixty-five (365) days from the date Landlord receives all permits, a “Casualty”approvals, and licenses required to begin reconstruction (assuming the receipt of all such permits, approvals and licenses), either Landlord or Tenant may elect to terminate this Lease upon written notice to the other party given no later than thirty (30) days after Landlord’s notice as to the length of the restoration period. If neither party elects to terminate this Lease or if Landlord estimates that restoration will take 365 days or less, then, subject to receipt of sufficient insurance proceeds provided that Landlord maintained the insurance required hereunder, Landlord shall promptly restore the Premises, excluding Txxxxx’s Personal Property and tenant improvements insured or required to be insured by Tenant hereunder. Promptly following Landlord’s completion of its restoration obligations, Tenant shall commence and thereafter diligently perform, at its expense, all repairs or restoration not required to be performed by Landlord. Notwithstanding the foregoing, if the destruction provided above shall occur and there shall be less than two (2) years remaining in the Lease Term, including any Renewal Term (unless Tenant agrees to then exercise an available renewal option, if any), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore Landlord or Tenant may elect to terminate the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without Lease by written notice to the collection of other party made within ninety (90) days after the insurance proceeds attributable to such Casualtydestruction. (b) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained or required to be maintained by Landlord hereunder, or any Landlord’s mortgagee requires that insurance proceeds be applied to the indebtedness secured by its mortgage, Landlord may terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after such destruction or damage or such requirement is made known by Landlord’s mortgagee, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Tenant which accrued prior to Lease termination. (c) If such damage or part destruction is caused by the act(s) or omission(s) of Tenant or a Tenant Party, Tenant shall pay to Landlord with respect to any damage to the Premises and/or Property the amount of the Demised commercially reasonable deductible (and in the case of damage to the Premises shall be rendered untenantable by reason and other areas of a Casualtythe Property, the on proportionate basis) under Landlord’s insurance policy within ten (10) days after presentment of Landlord’s invoice. Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated for the period of Landlord's repair and restoration in the proportion that which the untenantable area of the Demised Premises within the Building, if any, which is not usable by Tenant bears to the total area of the Demised PremisesPremises within the Building; provided, for however, that Tenant shall not be entitled to any abatement of Fixed Rent in the period event such damage or destruction resulted from the date gross negligence or willful misconduct of Tenant or a Tenant Party. Except as provided herein, Tenant waives any right to terminate the Casualty to the earlier of:Lease by reason of damage or casualty loss. (d) Tenant hereby waives all claims against Landlord (i) for any damage or injury resulting from any damage or destruction, except to the date the Demised Premises is made tenantable (providedextent resulting from Lxxxxxxx’s gross negligence or willful misconduct, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant for any loss of profits or interruption of business resulting from Txxxxx’s inability to use and occupy any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct or any part thereof as a result of business any damage or destruction, or (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable iii) by Tenant from the date reason of such occupancy). Landlord’s determination any required surrender of possession of the date Premises pursuant to this Section 16. Txxxxx agrees that Tenant will not be relieved of the Demised obligation to pay Rent in case of damage or destruction to the Premises is tenantable or elsewhere at the Property, except as expressly provided in Section 16(c) above. Notwithstanding anything herein to the contrary, if Landlord does not repair the Premises to the condition existing immediately prior to the casualty within 365 days from obtaining the permit or such earlier time as estimated by Landlord, Tenant shall be controlling unless Tenant disputes same have the right to terminate this Lease by written notice to Landlord within 10 days after and upon such determination by Landlord and pending resolution of such dispute, Tenant termination the parties shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason be relieved of any act or omission by Tenant, any subtenant or any further liability hereunder other than liabilities that expressly survive the termination of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyLease.

Casualty. (a) If the Demised Premises Developer shall be partially or totally damaged or destroyed by promptly notify Comcast of any fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable damage to such Casualty. (b) If all or any part of the Demised Premises shall be rendered untenantable by reason Project. In the event of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area any material damage to any part of the Demised Premises bears Project, Developer shall telephone Comcast and comply with Owners’ insurance requirements with respect to providing notice to such insurance companies. Subject to the total area terms of the Demised PremisesMajor Tenant Lease, for the period from the date Developer is, except as provided below, hereby authorized to act on behalf of the Casualty Owners to settle any 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 earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date status of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord settlements, adjustments and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determinationmeetings. Notwithstanding the foregoing, if as a result of such fire or other damage Completion of the Project will be delayed by reason more than fifteen (15) months or the uninsured or underinsured portion of any act the loss is or omission by Tenantwill be greater than $[***], any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee Comcast shall be unable entitled to collect participate in the settlement, adjustment and/or meetings. If, pursuant to the Major Tenant Lease, Office Owner elects to undertake the restoration or reconstruction of the Office Unit, then (i) Developer shall undertake restoration of the Project in accordance with the terms of this Agreement (subject to the other terms of this Section 6.2(a)), (ii) Owners shall make all insurance proceeds received by them available for such restoration or reconstruction, (iii) any delay to an activity on the critical path of the Construction Schedule resulting from the casualty shall be deemed to be Force Majeure Delay, and (iv) each Guaranteed Maximum Development Price shall be increased only as necessary to account for the amount by which the cost to restore the Project exceeds the available insurance proceeds (provided that Developer has otherwise complied with the provisions of this Agreement respecting insurance). If, pursuant to the Major Tenant Lease, Office Owner elects not to restore or reconstruct the Office Unit, the Owners shall make sufficient insurance proceeds available to permit Developer to raze the Improvements, clear and landscape the Property, and undertake such other remediation as may be required in Developer’s reasonable discretion or as required by Law, and the balance of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyretained by the Owners.

Casualty. Upon the occurrence of a Casualty or a series of Casualties with respect to a Unit or Units with a Purchase Price aggregating in excess of $1,000,000 during the term of this Lease or as otherwise required by Section 5.8, Lessee shall give Lessor and Agent prompt notice thereof (a "Casualty Notice"). The Casualty Notice shall specify whether Lessee will: (a) If pay to Lessor the Demised Premises Casualty Amount of the Unit or Units suffering such Casualty or series of Casualties, together with all other Rent then due and owing, which payment shall be partially made on the next scheduled Payment Date after such Casualty or totally damaged or destroyed by fire or other casualty (eachthe latest in time of such series of Casualties, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to unless such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period Payment Date is less than 30 days from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (providedNotice, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises in which case such payment shall be deemed to have been made tenantable on such earlier date and the abatement shall ceasefollowing Payment Date (the "Casualty Settlement Date"); or (iib) replace the date Tenant Unit or any subtenant reoccupies a portion Units with respect to which the Casualty or series of Casualties has occurred pursuant to the following provisions of this Section 6. 1. If Lessee has elected to pay the Casualty Amount pursuant to clause (a) above, such Lessee shall continue to make all payments of Rent due under this Lease until and including the Casualty Settlement Date. Upon payment of the Demised Premises for the ordinary conduct Casualty Amount in respect of business (in which case the Fixed any Unit suffering a Casualty on such Casualty Settlement Date together with all Basic Rent and Supplemental Rent then due and owing, the Additional Rent allocable to such reoccupied portion remaining scheduled payments set forth on Schedule II, if any, shall be payable reduced by Tenant from an amount equal to the product of the scheduled amount of each such payment (determined in each case prior to the receipt of such Casualty Amount), multiplied by the Unit Value Fraction of the Unit or Units suffering such Casualty or series of Casualties. If Lessee has given notice that it intends to replace the Unit or Units suffering such Casualty or series of Casualties, Lessee may make subject to this Lease, not more than 60 days after the date of such occupancyCasualty Notice, a replacement for such Unit or Units meeting the suitability standards hereinafter set forth. To be suitable as a replacement Unit, an item (or items) (i) shall be of a type described in the Appraisal delivered on the Delivery Date (provided that in no event may any Replacement Unit be of a capacity greater than 3499 gallons). Landlord’s determination , (ii) taken as a whole, must be of the date same economic useful life, state of repair and operating condition (immediately preceding the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after Casualty or Casualties assuming that such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent Unit or Units had been maintained in accordance with Landlord’s determination. Notwithstanding the foregoingterms of Section 5.3) as the Unit or Units, if by reason taken as a whole, suffering the Casualty or Casualties, (iii) taken as a whole, must have a fair market value and residual value of not less than the fair market value and residual value (immediately preceding the Casualty assuming that such Unit or Units had been maintained in accordance with the terms of Section 5.3) of the Unit or Units, taken as a whole, suffering the Casualty or Casualties, (iv) must be free and clear of any act Liens other than Permitted Liens, and (v) must be located in the same state as the Unit or omission Units suffering the Casualty or Casualties. Lessee shall (A) execute and deliver to Lessor a Bxxx of Sale substantially in the form of Exhibit I to the Participation Agreement and an Acceptance Certificate substantially in the form of Exhibit E to the Participation Agreement in respect of such replacement Unit or replacement Units, (B) provide evidence that the insurance required by TenantSection 6.2 is in effect with respect to such replacement Unit or replacement Units, (C) perform all acts and execute, file and/or record any and all documents, financing statements and other instruments as are necessary or appropriate under Applicable Laws and Regulations or reasonably requested by Lessor or Agent to perfect Lessor's title to such replacement Unit or replacement Units and to perfect Agent's Lien and security interest in such replacement Unit or replacement Units as a first priority security interest subject to no Liens other than Permitted Liens and provide Lessor and Agent with evidence thereof and (D) provide an Officer's Certificate and opinion of counsel (which may be in-house counsel to Lessee) as to the enforceability of the Bxxx of Sale and as to the perfection of such title security interest. If (i) Lessor has received the amount payable with respect to the Casualty or Casualties and all other amounts due hereunder, or (ii) the Units have been substituted in accordance herewith, and, in each case, no Lease Event of Default exists, Lessee shall be entitled to receive from Lessor the proceeds of any recovery in respect of the Unit or Units from insurance or otherwise ("Casualty Recoveries"), and Lessor, subject to the rights of any insurer insuring the Units as provided herein, shall transfer title to the Units suffering such Casualty or Casualties to Lessee "as-is, where-is" without representation or warranty of any kind, except as to the absence of Certificate Trustee Liens. All fees, costs and expenses relating to a substitution as described herein shall be borne by Lessee. Except as otherwise provided in this Section 6.1, Lessee shall not be released from its obligations hereunder in the event of, and shall bear the risk of, any subtenant Casualty or Casualties to any Unit prior to or during the term of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect this Lease and thereafter until all of the insurance proceeds Lessee's obligations hereunder are fully performed. Any payments (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice received at any time by Lessor or Lessee from any Governmental Authority or other party with respect to any other remedies which may be available loss or damage to Landlord, there any Unit or Units not constituting a Casualty (i) up to $1,000,000 shall be paid to Lessee, so long as no abatement Lease Event of RentDefault shall have occurred and be continuing, for application to repair or replacement of property in accordance with Sections 5.1 and 5.3, and (ii) in excess of $1,000,000 will be held by Agent and applied directly in payment of repairs or for replacement of property in accordance with the provisions of Sections 5.1 and 5.3, if not already paid by Lessee, or if already paid by Lessee and no Lease Event of Default shall have occurred and be continuing, shall be applied to reimburse Lessee for such payment, and any balance remaining after compliance with said Sections with respect to such loss or damage shall be retained by Lessee. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any CasualtyLESSEE HEREBY ASSUMES ALL RISK OF LOSS, DAMAGE, THEFT, TAKING, DESTRUCTION, CONFISCATION, REQUISITION, COMMANDEERING, TAKING BY EMINENT DOMAIN OR CONDEMNATION, PARTIAL OR COMPLETE, OF OR TO EACH UNIT, HOWEVER CAUSED OR OCCASIONED, SUCH RISK TO BE BORNE BY LESSEE WITH RESPECT TO EACH UNIT FROM THE DATE OF THIS LEASE, AND CONTINUING UNTIL SUCH UNIT HAS BEEN RETURNED TO LESSOR IN ACCORDANCE WITH THE TERMS HEREOF. LESSEE AGREES THAT NO OCCURRENCE SPECIFIED IN THE PRECEDING SENTENCE SHALL IMPAIR, IN WHOLE OR IN PART, ANY OBLIGATION OF LESSEE UNDER THIS LEASE, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION TO PAY RENT.

Casualty. (a) If the Demised 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 Tenant, at Tenant’s sole cost and expense, (i) Landlord shall promptly repair and restore the Demised Premises, including Landlords’ Work, Building and the Premises (excluding Tenant’s 's Improvements and Betterments, Fixtures and Tenant’s Property '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 Casualty and Fixtures with or without 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, Fixtures and Improvements and Betterments with reasonable dispatch after the Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent Charges under Sections 2.02 2.04 and 2.03 2.05 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of: of (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute cooperate with Landlord in effecting repairs or restorationrestoration or collecting insurance proceeds (including, without limitation, by reason of Tenant failing to pay to Landlord the amounts set forth in clauses (A) and (B) of Section 7.05(a)), then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or ) or (ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent Charges allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s 's determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord Landlord, and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s 's determination. Notwithstanding the foregoing, (x) if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractorsContractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty.or,

Casualty. (a) If In the Demised event of a fire or other casualty in the Premises, Tenant shall immediately give notice thereof to Landlord. (b) Except as otherwise provided herein, if the entire Premises is rendered untenantable (or a portion comprising more than fifty percent (50%) thereof is rendered untenantable and the remainder of the space cannot reasonably be productively used by Tenant for its business operations and Tenant does not use any portion of the Premises for the conduct of Tenant’s business operations) by reason of fire, casualty or other event, then the Base Rent, Tenant’s Share of Operating Costs and Tenant’s Share of Taxes shall xxxxx for the period from the date of such damage to the date when Landlord has completed repairs to the Premises as specified below, and if the Premises shall be only partially or totally damaged or destroyed by fire or other casualty so as to render the Premises untenantable in part for a period in excess of ten (each10) days, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ WorkBase Rent, Tenant’s Improvements Share of Operating Costs and Betterments, Tenant’s Property and Fixtures with or without the collection Share of the insurance proceeds attributable to Taxes shall xxxxx for such Casualty. (b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated period in the proportion that which the untenantable area of the Demised portion of the Premises so rendered untenantable bears to the total area of the Demised Premises. Each of Landlord and Tenant agrees to commence and prosecute its respective repair work promptly and with all due diligence or, if required by the Project Documents, Landlord agrees to take whatever action is necessary to cause the Association to undertake such repairs. Notwithstanding the foregoing, in the event (A) such destruction results in the Premises being untenantable in whole or in substantial part for a period reasonably estimated by Landlord to be three hundred sixty (360) days or longer after commencement of construction of the Landlord’s Restoration Work set forth in subsection (d) below (due allowance being given for the period time required for adjustment and settlement of insurance claims and for such other delays as may result from government restrictions or permitting), or compliance with the date requirements under the Ground Lease, (B) of damage or destruction of the Casualty Building or Project from any cause for which the period to restore is reasonably estimated by Landlord to be one (1) year or longer after the casualty (whether or not the Premises is damaged or rendered untenantable), or of damage or destruction that affects fifty percent (50%) or more of the Building, (C) Landlord does not receive sufficient insurance proceeds to perform Landlord’s Restoration Work (whether due to disbursement of such proceeds to any mortgagee or otherwise), or (D) the Premises is substantially damaged by casualty during the last year of the Term, and Tenant has not previously exercised a valid right to renew the Term, then, in any of the foregoing instances, Landlord shall have the right to terminate this Lease and all Rent owed up to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs time of such destruction or restoration, then the Demised Premises termination shall be deemed paid by Tenant (it being understood that Tenant shall pay Rent on all tenantable space until termination of this Lease subject to have been made tenantable on such earlier date and the abatement above; provided that such tenantable space is of such size and configuration as to allow Tenant to continue its business therefrom and provided that such tenantable space shall cease); or (ii) the date be used or occupied by Tenant or any subtenant reoccupies person claiming through or under Tenant for Tenant’s regular business operations). Landlord shall give Tenant written notice of its decisions, estimates or elections under this Section 21(b) within sixty (60) days after any such damage or destruction. (c) In the event of destruction to the Premises resulting in the Premises being untenantable in whole or in substantial part for a portion period reasonably estimated by Landlord to be three hundred sixty (360) days or longer after commencement of construction of Landlord’s Restoration Work set forth in subsection (d) below (due allowance being given for the time required for adjustment and settlement of insurance claims and for such other delays as may result from government restrictions, permitting or compliance with the requirements of the Demised Premises for Ground Lease) and Landlord has not then terminated this Lease as provided in Section 21(b), then Tenant shall have the ordinary conduct right, within thirty (30) days after Landlord delivers the written estimate to Tenant of business (in which case the Fixed Rent and the Additional Rent allocable time to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same restore, to terminate this Lease by written notice to Landlord within 10 days after such determination by Landlord and pending resolution all Rent owed up to the time of such dispute, termination shall be paid by Tenant (it being understood that Tenant shall pay Rent in accordance with on all tenantable space until termination of this Lease subject to any rent abatement as provided above; provided that such tenantable space is of such size and configuration as to allow Tenant to continue its business therefrom). (d) Landlord shall be obligated to restore or rebuild the Building only to the condition existing as of the Effective Date, prior to installation of the Tenant's Work (“Landlord’s determinationRestoration Work”), and nothing herein shall be construed to obligate Landlord under any circumstances to repair or restore any other tenant finish work. Notwithstanding Tenant shall be obligated to diligently proceed to perform the foregoing, if by reason of any act or omission by work necessary to restore and replace Tenant’s Work, any subtenant of Tenant’s Alterations and its Personal Property therein. At Landlord’s sole option, Landlord may repair and restore, on Tenant’s behalf, all (or any portion) of their respective partnersthe Tenant's Work or Alterations in the Premises that Tenant is required to repair and restore pursuant to this Section, directorsin which case, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee Tenant shall be unable to collect make all of the its insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord for such use; provided, however, that in no event shall Landlord be required to spend more on any such repair or restoration than the amount of insurance proceeds Landlord actually receives from Tenant. Landlord may require Tenant to pay Landlord a reasonable fee to reimburse Landlord for overhead and administrative costs and expenses incurred in connection with any such repair or restoration undertaken or supervised by Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty.