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 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) 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 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) 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 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 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 the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (eachcauses, a “Casualty”)but are not wholly untenantable, then Tenant, at Tenant’s sole cost and expense, the damage shall promptly repair and restore be repaired by the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection Landlord upon receipt of the insurance proceeds attributable proceeds, and at its own expense. In such event, this lease shall not terminate, but shall remain in full force and effect, but the rent shall be apportioned according to such Casualty. (b) If all or the part of the Demised Premises usable by Tenant to conduct its business. Due allowances shall be rendered untenantable by reason of a Casualtymade for delays from labor troubles, material shortages, or any other causes, whether similar or dissimilar to 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 foregoing, beyond Landlord's control. If, however, the Demised Premises bears are rendered wholly untenantable by fire or other causes, and the Landlord does not intend to rebuild the same, or if the building of which the Demised Premises are a part shall be so damaged or not, that Landlord determines to demolish or rebuild the building, then in any of such events the Landlord may within ninety days after such damage or destruction, give Tenant notice of its decision, and thereupon this Lease shall terminate three days after such notice is given and the Tenant shall immediately vacate the Demised Premises and surrender the same to the total area of Landlord, paying the rent to the time said Demised Premises were wholly untenantable, to the time said Demised Premises are surrendered to Landlord. If, however, within said ninety days Landlord shall notify Tenant that it intends to repair and rebuild the Demised Premises, for then this Lease shall not terminate but shall remain in full force and effect, except that the period from the date of the Casualty to the earlier of: (i) the date rent shall xxxxx while said Demised Premises are wholly untenantable, but shall commence again when the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but are restored and ready 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. (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. (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. (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) 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 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 Premises, or any portion thereof, are destroyed or damaged by fire, explosion, or any other casualty, then Tenant shall, as soon as practicable, and upon receipt of an agreement by Landlord’s mortgagee, in form and content reasonably satisfactory to Landlord, Tenant and Landlord’s mortgagee, to advance insurance proceeds to Tenant for such repair, rebuilding or restoration, on a construction loan type basis, repair, restore, and rebuild the Premises to a condition equivalent to that existing prior to such casualty, and shall do so each time and as often as any portion of the Premises shall be partially destroyed or totally damaged damaged; all insurance proceeds relating to such casualty shall be deposited, in trust, with Landlord’s mortgagee or destroyed a title insurance company or another independent third party, satisfactory to Landlord and Tenant, to be held for disbursement in payment or reimbursement of the costs of such repair, restoration, and rebuilding; and the term hereof and the rent and other payments due hereunder shall continue without modification except to the extent rental interruption insurance proceeds are made available to Landlord. If such repair, restoration, or rebuilding is prohibited by fire or other casualty (each, a “Casualty”)applicable law, 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 casualty shall be deemed to have been made tenantable on such earlier date be a taking under Section 13, the insurance proceeds relating thereto shall be treated as the award, and this Lease may be subject to termination as provided in Section 13. Except as provided in the abatement shall cease); or (ii) the date Tenant immediately preceding sentence or in Section 12.1, below, no damage or destruction of any building or any subtenant reoccupies a portion of the Demised Premises fixtures or other property therein shall be grounds for the ordinary conduct termination of business (this Lease or relieve the Tenant from any obligation created or imposed by virtue of this Lease, any laws of the state 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 located to Landlord within 10 days after such determination by Landlord and pending resolution the contrary notwithstanding, including, but without limiting the generality 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 ’s obligation to collect all make payment of the insurance proceeds (includingrent and all other charges on the part of the Tenant to be paid, without limitation, rent insurance proceeds) applicable and the Tenant’s obligation to perform all other covenants and agreements on the Casualty, then, without prejudice part of the Tenant 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 Casualtyperformed.

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. Anything in this Sublease or the provisions of the Prime Lease to the contrary notwithstanding: (a) If in the event the Demised Premises shall be partially or totally damaged or destroyed as a result of any fire or other casualty, or in the event the Demised Premises are rendered untenantable as described in Section 15.06 of the Prime Lease, Tenant shall have the same right to terminate this Sublease as Landlord, as tenant under the Prime Lease, has to terminate or otherwise cause the term of the Prime Lease to expire or be forfeited, except that any time period in the Prime Lease within which Landlord as tenant under the Prime Lease shall be required to give a notice or to act, shall, for purposes of Tenant's rights and obligations hereunder, be reduced by ten (10) days in the case of casualty or in the case of an untenantable condition described in Section 15.06 of the Prime Lease, Tenant's right to terminate will be upon twenty-five (25) days prior notice to Landlord; and (b) Tenant shall have no right to an abatement of rent unless Landlord is entitled to a corresponding abatement with respect to its corresponding obligation under the Prime Lease as it relates to the Demised Premises (and the dollar amount of such abatement shall be limited to the amount of the abatement to which Landlord is entitled under the Prime Lease). If, by reason of such occurrence, the Prime Landlord elects to terminate the Prime Lease in accordance with the provisions of the Prime Lease then, upon such termination of the Prime Lease, this Sublease shall automatically terminate as if such date of termination were the Expiration Date; provided, however, that if Landlord has the option to terminate the Prime Lease as to part, but not all, of the Demised Premises, Landlord will not, provided that Tenant is not in default hereunder beyond any applicable Cure Period, terminate the Prime Lease as to the Demised Premises without the prior written consent of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or interference or injury to the business of Tenant resulting from any damage by fire or other casualty (each, a “Casualty”), then or the repair of such damage unless Landlord was responsible therefor. Landlord shall not be required to carry insurance of any kind covering Tenant, at 's property. Landlord shall not be required to repair or replace any of Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, 's improvements or 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, 's property unless Landlord was responsible 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 casualty resulting in 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 Casualtydamage.

Casualty. (a) If If, at any time after the Demised Premises shall be partially Effective Date and prior to Closing or totally damaged earlier termination of this Agreement, there is material damage or destroyed destruction by fire or any other casualty to (i) ten percent (10%) or more of the aggregate gross floor area of all Condominium Units at a Resort Property, (ii) twenty percent (20%) or more of the aggregate gross floor area of all Condominium Units at the Resort Properties, or (iii) such damage would allow one or more tenants under Tenant Leases occupying in aggregate ten percent (10%) or more of the aggregate floor area of the Condominium Units at a Resort Property to terminate their respective Tenant Leases (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, Sellers shall give written notice of each such Casualty to Purchaser 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 occurrence of the insurance proceeds attributable to such Casualty. , and if such Casualty renders the applicable Condominium Units at a Resort Property incapable of being operated on an economically practicable basis immediately following the occurrence of such Casualty, Purchaser shall have the right to elect, by providing written notice to Sellers within thirty (30) days after Purchaser’s receipt of Sellers’ written notice of such Casualty, to either: (a) terminate this Agreement in its entirety; or (b) If all or part extend the Closing Date for such time as reasonably necessary for Sellers to restore such Condominium Units at a Resort Property to a substantially similar condition at which it existed immediately prior to the Casualty. In the event that Purchaser elects option (b) of the Demised Premises shall be rendered untenantable by reason immediately preceding sentence, but Sellers do not complete the restoration of the applicable Condominium Units at a Resort Property within thirty (30) days following the Casualty, Purchaser 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 option to exercise option (a) of the Demised Premises bears immediately preceding sentence. If Purchaser fails to the total area provide written notice of the Demised Premises, for the period from the date of the Casualty its election to the earlier of: Sellers within such thirty (i30) 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 restorationday time period, then the Demised Premises Purchaser shall be deemed to have been made tenantable on such earlier date and elected to proceed to Closing pursuant to clause (b) of this Section 11.1. If the abatement shall cease); or Closing is scheduled to occur within Purchaser’s thirty (ii30) day election period, the Closing Date shall, upon Purchaser’s election, be postponed until the date Tenant or any subtenant reoccupies a portion of which is five (5) Business Days after 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 expiration 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 thirty (including, without limitation, rent insurance proceeds30) 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 Casualtyday election period.

Casualty. (a) In the event of a fire or other casualty in the Subleased Premises, Sublessee shall immediately give written notice thereof to Sublessor and to Master Lessor. (b) If the Demised Subleased Premises shall be partially or totally damaged or destroyed by fire or other casualty (eachnot caused by Sublessee or its agents, a “Casualty”)employees or invitees so as to render the Subleased Premises untenantable, in whole or in part, and if the Master Lease is not terminated as therein provided, then Tenant, at Tenant’s sole cost and expense, the Rent shall promptly repair and restore abatx xxxreafter as to the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection portion of the insurance proceeds attributable Subleased Premises rendered untenantable to the extent that the rent payable under the Master Lease is abated as a result of such Casualtycasualty, until such time as Master Lessor has restored the Subleased Premises to permit Sublessee's re-occupancy of the Subleased Premises. Sublessee shall pay all costs with respect to any such restoration of the Subleased Premises that are required to be paid by Sublessor to Master Lessor under the Master Lease. (bc) If all In the event of damage or part of destruction to the Demised Premises shall be rendered untenantable by reason of a CasualtySubleased Premises, the Fixed Rent Leased Premises, the Building or the Project, or any portions thereof, and the Additional Master Lease is terminated as therein provided, then all accrued and unpaid 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 prior to such destruction shall be paid by Sublessee and thenceforth this Sublease and the date obligations of the Casualty parties hereunder shall cease and come to an end, except for any continuing obligations the earlier of: (i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would parties 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 (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 each other (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to liability under any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained indemnities provided for in this Section 7.05 Sublease). (d) The parties acknowledge and agree that Sublessor shall relieve Tenant from have no obligation or liability in connection with any liability that may exist as a result such damage or any reconstruction of any Casualtythe Subleased Premises.

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 prorata 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 of five percent (i5%) per annum or the date Lease Rate, as applicable, or, if such rate is not permitted by law, then at the Demised Premises is made tenantable lowest permitted rate, plus (provideda) if Lessee selects Purchase Option B, that twenty percent of the product obtained by multiplying the total number of Rent payments shown on the Schedule for the applicable Term by the then periodic Rent, or (b) if Lessee selects Purchase Option C, 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. 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 prorata 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 of five percent (i5%) per annum or the date Lease Rate, as applicable, or, if such rate is not permitted by law, then at the Demised Premises is made tenantable lowest permitted rate, plus (provideda) if Lessee selects Purchase Option B, that twenty percent of the product obtained by multiplying the total number of Rent payments shown on the Schedule for the applicable Term by the then periodic Rent, or (b) if Lessee selects Purchase Option C, 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 received 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 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, Fixtures 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) 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 4.01 all of Tenant’s Improvements and Betterments, 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 Charges under Sections 2.02 Section 2.03 and 2.03 Section 2.04 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 any act, neglect, failure or omission by Tenant, its agents, servants, employees, contractors or subcontractors, or Tenant having failed diligently to prosecute cooperate with Landlord in effecting repairs or restorationrestoration or collecting insurance proceeds, 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 Sublessee 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 sent to Tenant in a written notice and such determination shall be controlling unless Tenant disputes same by written notice to Landlord within 10 fifteen (15) days after delivery of such determination by Landlord notice, 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 Sublessee or any of their respective partners, directors, officers, servants, employees, agents agents, invitees 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. If any dispute shall arise with respect to the date on which the Premises became tenantable and is not otherwise resolved by the parties hereto, such dispute shall be submitted to expedited arbitration in accordance with the provisions of Section 9.09(b) hereof and, should Tenant prevail in such proceeding, the Rent with respect to such period shall be refunded to Tenant within thirty (30) days of the award in arbitration. 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 (as reasonably estimated by a reputable, third party contractor, architect or engineer designated by Landlord) shall require more than twelve (12) months or the expenditure of more than thirty (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 or (iii) more than thirty (30%) percent of the Premises shall be damaged or destroyed (as so estimated), and in each such case Landlord shall have elected to terminate, or will terminate, leases which, when combined with this Lease, are for an aggregate of seventy-five (75%) percent or more of the leased RSF of affected space in the Building, then in any such case Landlord may terminate this Lease by notice given to Tenant within one hundred twenty (120) days after the Casualty. (i) As soon as reasonably practicable, but in any event no later than sixty (60) days following the date of any Casualty rendering any portion of the Premises untenantable, Landlord shall give notice (“Landlord’s Repair Notice”) to Tenant of Landlord’s good faith best estimate of the date (the “Estimated Date”) by which the repair and restoration necessary to render the Premises no longer untenantable can be completed. Notwithstanding anything herein to the contrary, if, by reason of Casualty, (A) (x) more than fifty (50%) percent of the RSF of the Premises shall be damaged or destroyed and rendered untenantable or (y) access to the Premises is denied, and (B) the Estimated Date set forth in Landlord’s Repair Notice with respect to such Casualty is after the date (the “Outside Repair Date”) which is the first (1st) anniversary of the date of such Casualty (a Casualty meeting the requirements of the preceding clause (A) and clause (B) being a “Substantial Casualty”), then, with respect to such Casualty, Tenant shall have a one time only right (except as set forth in Section 7.05(d)(ii) below) to terminate this Lease by notice (the “Damage Termination Notice”) given to Landlord within thirty (30) days following Landlord’s giving of Landlord’s Repair Notice. Such termination shall be effective as of the date which is thirty (30) days after the Damage Termination Notice, and, upon delivery of such notice and the expiration of such 30-day period, this Lease and the Term hereof shall expire as fully and completely as if such date were the original Expiration Date. Notwithstanding the foregoing, if a Casualty shall occur during the last eighteen (18) months of the Term (after giving effect to any Renewal Option that Tenant has exercised pursuant to the provisions of Article 10 hereof), then for purposes of determining a Substantial Casualty occurring during such 18-month period only, the Outside Repair Date shall be the date that is the earlier to occur of (x) six (6) months after the date of such Casualty or (y) the Expiration Date. Tenant’s failure to deliver the Damage Termination Notice in the time and manner required by this Section 7.05(d)(i) shall be deemed an irrevocable waiver of Tenant’s right to terminate this Lease pursuant to this Section 7.05(d)(i) with respect to the Casualty in question. (ii) In addition, in the event of any Substantial Casualty, if the repair or restoration necessary to render the Premises no longer untenantable is not substantially completed by the Outside Repair Date, as such Outside Repair Date shall be extended due to delays caused or occasioned by Force Majeure or Tenant Delay, then Tenant shall be entitled to terminate this Lease by a Damage Termination Notice given to Landlord within thirty (30) days after the Outside Repair Date (as it may be so extended) and, upon the giving of such notice, this Lease and the term hereof shall expire effective on the 30th day after the giving of such notice; provided, that if such repair or restoration shall be substantially completed prior to the expiration of such 30-day period, the Damage Termination Notice shall be null and void and of no force or effect, and this Lease shall continue.

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 (each, a “Casualty”), then Tenant, at Tenant’s sole covered by the insurance carried by Landlord hereunder and the cost and expense, of repairing such damage 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 not be greater than 10% of the then full replacement cost thereof, then, subject to the following provisions of this Article, Landlord shall repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance proceeds attributable to such Casualty. carried by Landlord hereunder, (b) If all by fire or part other casualty covered by insurance carried by Landlord hereunder and Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, or (c) to an extent greater than 10% of the Demised then full replacement cost thereof, then Landlord shall have the option (i) to repair or reconstruct the damaged Premises shall or Project to substantially the same condition as immediately prior to such fire or other casualty, or (ii) to terminate this Lease by so notifying Tenant within one hundred twenty (120) days after the date of such fire or other casualty, such termination to be rendered untenantable by reason effective as of a Casualty, the Fixed date of such fire or other casualty. The Rent and the Additional Rent under Sections 2.02 and 2.03 required to be paid hereunder 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, if any, which is rendered untenantable by fire or other casualty hereunder until repairs of the Premises for are completed, or if the ordinary conduct of business (in which case Premises are not repaired, until the Fixed Rent and the Additional Rent allocable to Expiration Date hereunder. Other than such reoccupied portion rental abatement, no damages, compensation or claims shall be payable by Landlord for loss of the use of the whole or any part of the Premises, Tenant's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. If the damage results from the fault or negligence of Tenant, its agents, employees, licensees or invitees, Tenant from shall not be entitled to any abatement or reduction of any Rent or other sums due hereunder, and such damage shall be repaired by Tenant, or at Landlord's option by Landlord, at Tenant's expense. If this Lease is terminated as provided in (c)(ii) above, all Rent shall be apportioned and paid up to the date of such occupancy)termination. Landlord’s determination of Landlord shall not be required to repair or replace any furniture, furnishings, or other personal property that Tenant may be entitled to remove from 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 property constructed and installed by or contractors, Landlord, any Superior Lessor for Tenant pursuant to Section 6.01 hereof or any Superior Mortgagee shall be unable to collect all installations in excess 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 CasualtyBuilding Standard.

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) 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 In the Demised Premises shall be partially or totally damaged or destroyed event any of the Improvements are rendered untenantable by fire or other casualty, provided Tenant has sufficient insurance proceeds available to Landlord to restore the premises or Tenant provides sufficient funds to Landlord within Sixty (60) days of the lire or other casualty (each, a “Casualty”)to restore the premises, then Tenant, at Tenant’s sole cost and expense, Landlord 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 premises using the insurance proceeds attributable to such Casualty. (b) If all or part Tenant funds. In the event any of the Demised Improvements are rendered untenantable by fire or other casualty. and there are no or insufficient insurance proceeds available to Landlord to restore the premises; within Sixty (60) days of the fire or other casualty or tenant fails to provide sufficient funds within Sixty (60) days of the tire or other casualty to Landlord for Landlord to restore the premises, then Landlord shall have the option of terminating this Lease or rebuilding, ;md in such event written notice of the election by Landlord shall be given to tenant within Seventy Five (75) days after the occurrence of such casualty. In the event Landlord elects to rebuild, (I) Landlord shall not be obligated to rebuild the Tenant's or any other Tenant Improvements; and (2) the affected portions of the Premises shall be rendered restored, as nearly as practicable in Landlord's reasonable judgment, to their former condition, exclusive of Tenant Improvements, within a reasonable time, during which time no payment of rent or other sum due hereunder from Tenant to Landlord shall xxxxx unless and until Tenant's space shall have continued untenantable by reason of for at least thirty (30) days after (and as a Casualty, result of) such casualty. In 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: event (i) Landlord fails to give timely notice of its election to rebuild. or (u) Landlord fails to rebuild so that Tenant's Improvements can be replaced within six (6) months of such casualty, 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, term of this Lease shall then the Demised Premises expire and this Lease and all options and rights under it shall be deemed of no further force or effect and Landlord shall be entitled 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 sole possession of the Demised Premises Premises, and Landlord shall not be obligated to reimburse the Tenant for the ordinary conduct value or cost of business (in which case the Fixed Rent and the Additional Rent allocable its improvements, or for any expense or damage incident to such reoccupied portion shall be payable by Tenant from the date of casualty or 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 Casualtyelection.

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. 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. Borrower shall immediately endorse, and cause all such third parties to endorse, such check payable to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-infact, coupled with an interest, to endorse such check payable to the order of Lender. Borrower further authorizes Lender, at Lender's option, (a) If to hold the Demised Premises balance of such proceeds with respect to any Significant Casualty to be used to reimburse Borrower for the cost of reconstruction or repair of the Property or (b) subject to the immediately following paragraph, to apply such proceeds to the payment of the sums secured by this Instrument whether or not then due, in any order. The expenses incurred by Lender in the settlement, adjustment and collection of any insurance proceeds shall become part of the Debt and shall be partially reimbursed by Borrower to Lender upon demand. Lender shall not exercise Lender's option to apply insurance proceeds to the payment of the sums secured by this Instrument if all of the following conditions are met: (i) no Event of Default has occurred which is then continuing; (ii) Lender deteimines that there will be sufficient funds to restore and repair the Property to the Pre-existing Condition (as hereinafter defined); (iii) Lender agrees in writing that the rental income of the Property, after restoration and repair of the Property to the Pre-existing Condition, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations (including any obligations under any permitted subordinate financing) relating to the Property and maintain a Debt Service Coverage Ratio of at least 1.25 to 1.0; (iv) Lender deteiiiiines that restoration and repair of the Property to the Pre-existing Condition will be completed within one year of the date of the loss or totally damaged casualty to the Property, but in no event later than six months prior to the Maturity Date; (v) less than 30 percent of the total floor area of the improvements has been damaged, destroyed or destroyed by rendered unusable as a result of such fire or other casualty; (vi) tenant leases demising in the aggregate at least 65% of the total rentable space at the Property in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and repair of the Property; and (eachvii) Lender is reasonably satisfied that the Property can be restored and repaired as nearly as possible to the condition it was in immediately prior to such casualty and in compliance with all applicable zoning, a “Casualty”building and other laws and codes (the "PRE-EXISTING 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 . If Lender elects to make the insurance proceeds attributable to such Casualty. (b) If all or part available for the restoration and repair of the Demised Premises shall be rendered untenantable by reason of a CasualtyProperty, Borrower agrees that, if at any time during the restoration and repair, the Fixed Rent cost of completing such restoration and repair, as determined by Lender, exceeds the Additional Rent under Sections 2.02 undisbursed insurance proceeds, Borrower shall, immediately upon demand by Lender, deposit the amount of such excess with Lender, and 2.03 Lender shall be abated in first disburse such deposit to pay for the proportion that costs of such restoration and repair on the untenantable area same terms and conditions as the insurance proceeds are disbursed. If the insurance proceeds are held by Lender to reimburse Borrower for the cost of restoration and repair of the Demised Premises bears Property, then Borrower shall restore the Property to the total area equivalent of its original condition or such other condition as Lender may approve in writing, and Borrower shall promptly begin such restoration and at all times thereafter diligently prosecute such restoration to completion. Lender may, at Lender's option, condition disbursement of said proceeds on Lender's approval of such plans and specifications of an architect satisfactory to Lender, contractor's cost estimates, architect's certificates, waivers of liens, sworn statements of mechanics and materialmen and such other evidence of costs, percentage completion of construction, application of payments; and satisfaction of liens as Lender may reasonably require. If the insurance proceeds are applied to the payment of the Demised Premisessums secured by this Instrument, for any such application of proceeds to principal shall not extend or postpone the period from the date due dates of the Casualty monthly installments due under the Note, under Section 25(d) hereof, or otherwise under the Loan Documents, or change the amounts of such installments. If the Property is sold at foreclosure or pursuant to power of sale or if Lender acquires title to the earlier of: (i) the date the Demised Premises is made tenantable (providedProperty, that if the Demised Premises would Lender shall 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 right, title and interest of Borrower in and to any insurance proceeds (including, without limitation, rent insurance proceeds) applicable policies and unearned premiums thereon and in and 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 proceeds resulting from any liability that may exist as a result of any Casualtydamage to the Property prior to such sale or acquisition.

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) 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. (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. (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 prorata 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 from the date of the Casualty to the earlier of: (i) abatx xxxm the date the Demised Premises SLV payment is made tenantable received by Lessor. Upon payment of the SLV, title to the 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 of five percent (provided5%) per annum or the Lease Rate, that as applicable, or, if such rate is not permitted by law, then at the Demised Premises would lowest permitted rate, plus (a) if Lessee selects Purchase Option B, twenty percent of the product obtained by multiplying the total number of Rent payments shown on the Schedule for the applicable Term by the then periodic Rent, or (b) if Lessee selects Purchase Option C, the 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 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 ten percent (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 10%) of the then full replacement cost thereof, then, subject to the following provisions of this Article, Landlord shall repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance proceeds attributable to such Casualty. carried by Landlord hereunder, (b) If all by fire or part other casualty covered by insurance carried by Landlord hereunder and Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, or (c) to an extent greater than ten percent (10%) of the Demised Premises then full replacement cost thereof, then Landlord shall have the option to either (i) repair or reconstruct the same to substantially the same condition as immediately prior to such fire or other casualty, 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. 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 bears to the total area Premises, if any, which are rendered untenantable by fire or other casualty hereunder until repairs of the Demised PremisesPremises 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 whole or any part of the Premises, Tenants personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. If the damage results from default or negligence of Tenant, its agents, employees, licensees or invitees, then Tenant shall not be entitled to any abatement or reduction of any Rent or other sums due hereunder and, if the cost to repair such damage is tenantable not fully covered by Landlord's insurance, such damage 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 repaired by Tenant, or at Landlord's option by Landlord, at Tenant's expense (to the extent Landlord is not reimbursed by insurance). If this Lease is terminated as provided in (c)(ii) above, all Rent shall be apportioned and paid up to the termination date. Landlord shall not be required to repair or replace any subtenant furniture, furnishings or other personal property which Tenant may be entitled to remove from the Premises or any of their respective partners, directors, officers, servants, employees, agents property constructed and in­stalled by or contractors, Landlord, any Superior Lessor for Tenant pursuant to Section 8.01 hereof or any Superior Mortgagee shall be unable to collect all installations in excess 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 CasualtyBuilding Standard.

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 Tenant’s sole cost and expense, shall promptly repair and restore 30) days after settlement of any of Lessor's 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 Lessee'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 Lessee'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 /s/ SHA 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 Lessee'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 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 If, during the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (eachterm of this Sublease, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Leased Premises, including Landlords’ Workthe Blue Stone Mine, Tenant’s Improvements shall be destroyed, or so injured or damaged by fire, the elements, acts of God, or other insurable casualty, structural defects or from any other cause so as to be unfit for occupancy and Betterments, Tenant’s Property and Fixtures with or without not be economically feasible for the collection operation of the insurance proceeds attributable Explosion Business, this Sublease shall, at SUBTENANT’s option, terminate and SUBTENANT shall not be liable to pay rent after such Casualty. occurrence. If the injury or damage is such that SUBTENANT notifies SUBLANDLORD as soon as reasonably possible (bbut in no event more than ninety (90) If all or part days after such injury) that the SUBTENANT is diligently pursuing plans for restoration of the Demised Leased Premises and within ninety (90) working days from the delivery of such notice, either restores the Leased Premises, or, if such restoration cannot be completed in ninety (90) working days, commences and diligently pursues such restoration, this Sublease shall not be terminated but the rent shall be suspended as to that portion of the Leased Premises rendered untenantable by reason or unsuitable for the operation of a Casualty, the Fixed Rent SUBTENANT’s business and the Additional Rent under Sections 2.02 and 2.03 in such case any rent paid in advance but unearned shall be abated refunded to SUBTENANT. If SUBTENANT does not notify SUBLANDLORD within the time hereinabove specified or if as soon as possible (but in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from no event longer than ninety (90) working days after the date of the Casualty to injury), SUBTENANT (a) is not diligently pursuing the earlier of: necessary repairs, or (ib) the date Parties agree that the Demised Premises is made tenantable repairs cannot be completed within one hundred eighty (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 (ii180) 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 following the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable notice, then this Sublease may immediately be terminated by SUBLANDLORD and neither party shall be controlling unless Tenant disputes same by written notice have any further obligations hereunder, except those specifically intended 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 Casualtysurvive termination.

Casualty. (a) If If, during the Demised Premises Contract Period, all or a "MATERIAL PART" (as defined below) of any of the Improvements shall be partially or totally damaged or destroyed by fire or other casualty (eachcasualty, a “Casualty”)then, then Tenantin any such event, Purchaser may, at Tenant’s sole cost its option, either (i) cancel this Agreement, whereupon subject Section 26, the Deposit shall be returned to Purchaser and expensethe parties hereto shall be released of all obligations and liabilities of whatsoever nature in connection with this Agreement, shall promptly repair and restore or (ii) proceed to close the Demised Premisestransactions contemplated by this Agreement, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection in which event all of the insurance proceeds attributable to such Casualtyprovisions of subsection 8.01(b)(i) and subsection 8.01(b)(ii) below shall apply. (b) If all or If, during the Contract Period, less than a material part of the Demised Premises an Improvement shall be rendered untenantable destroyed or damaged by reason fire or other casualty Purchaser shall nevertheless close title to all of a Casualtythe Property pursuant to all the terms and conditions of this Agreement, subject 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 damaged Property without Purchaser's prior written consent, which consent shall not be unreasonably withheld or delayed, and (ii) at the Closing, the Fixed Rent 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 expenses incurred by Seller in connection with collecting such proceeds and making any repairs to the Additional Rent under Sections 2.02 Property occasioned by such casualty pursuant to any contract, (2) assign to Purchaser all of Seller's right, title and 2.03 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, and (3) pay to Purchaser the amount of any policy deductibles pursuant to the insurance policies covering such fire or other casualty and maintained by Seller (as opposed to insurance or self-insurance maintained by the Tenant). The Seller shall be abated reasonably cooperate with Purchaser in the proportion collection of such proceeds, which obligation shall survive the Closing. (c) For the purpose of this Section, the phrase a "MATERIAL PART" of an Improvement shall mean 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 cost of repair or restoration is estimated by a reputable contractor selected by the Demised Premises is made tenantable Seller and reasonably satisfactory to Purchaser, to be in excess of One Million Eight Hundred Twenty Five Thousand and 00/100 Dollars (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs $1,825,000.00) 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 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 cancel 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 as a result of any Casualtysuch casualty.

Casualty. (a) If a part of the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (eachcasualty, a “Casualty”)and if the estimated cost of rebuilding, then Tenant, at Tenant’s sole cost replacing and expense, shall promptly repair and restore repairing 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 same 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: or exceed Two Hundred Thousand 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, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease$200,000); 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 promptly notify Landlord and Mortgagee thereof; and subject to subparagraph 13(b) and Paragraph 15 below (whether 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 not such estimated cost shall be unable to collect all of the or exceed Two Hundred Thousand Dollars ($200,000) and whether or not insurance proceeds (includingare or will ever be available therefor) Tenant shall, without limitationwith reasonable promptness and diligence, rent insurance proceeds) applicable rebuild, replace and repair any damage or destruction to the CasualtyPremises, thenat its expense, without prejudice in conformity with the requirements of Paragraph 11 in such manner as to any other remedies which may be available restore the same to Landlordthe same or better condition, as nearly as possible, as existed immediately prior to such casualty and there shall be no abatement of Basic Rent or Additional Rent. Nothing contained . (b) Notwithstanding anything if Paragraph 13 to the contrary, during any period of time when there continues to exist an Event of Default, Landlord, in this Section 7.05 the exercise of its sole and absolute discretion, shall relieve Tenant have the right, without limiting Tenant's obligations under subparagraph 13(a), to receive and retain any insurance proceeds from any liability that casualty and to apply same in any manner Landlord, in its sole discretion, may exist determine, instead of making such proceeds available to Tenant for the rebuilding or restoration of the damaged portion of the Premises. However, if Tenant cures all Tenant defaults under this Lease before Landlord or a first Mortgagee exercises its remedies under clauses (i) or (ii) of subparagraph 20(b), then Landlord shall make the net casualty insurance proceeds available to Tenant to rebuild and restore the Premises as a result of any Casualtyprovided above.

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 Premises shall be partially one or totally more Properties are damaged or destroyed in whole or in part by fire or other casualty (each, a “Casualty”)) and either (i) the aggregate loss amount is or is reasonably expected to exceed $25,000, or (ii) any damaged Property is or is reasonably expected to be rendered uninhabitable for more than thirty (30) days as a result of the Casualty, then Tenant, at Tenant’s sole cost (A) the Borrower is required to file proof of loss under the applicable Policy or Policies and expense, (B) the Borrower 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 give prompt notice of the Casualty to Administrative Agent. Administrative Agent may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Administrative Agent may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (x) if an Event of Default is continuing or (y) with respect to any Casualty in which the earlier of:Net Proceeds or the costs of completing the Restoration are reasonably expected to be equal to or greater than the Casualty Threshold Amount and Borrower shall deliver to Administrative Agent all instruments required by Administrative Agent to permit such participation. Any Insurance Proceeds in connection with any Casualty (whether or not Administrative Agent elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Administrative Agent and held by Administrative Agent in accordance with the terms of this Agreement. If Borrower or any party other than Administrative Agent receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Administrative Agent and shall endorse, and cause all such third parties to endorse, 1.1. Net Proceeds from a Casualty shall be applied to the prepayment of the Debt in accordance with Section 2.4.3, except that if (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 such Net Proceeds from a Casualty relate to prosecute repairs a Property which was restored prior to such Property becoming a Disqualified Property 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 Release Amount with respect to 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 Property that was affected 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 a Casualty has otherwise been prepaid in accordance with Landlord’s determination. Notwithstanding the foregoing, if Section 2.4.3 prior to such Net Proceeds being received 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 CasualtyAdministrative Agent, then, without prejudice to any other remedies which may be available to Landlordprovided that no Event of Default is continuing, there Borrower shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant entitled to receive and retain such Net Proceeds from any liability that may exist as a result of any Casualty.

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. a. If a Casualty occurs prior to the 2nd Floor Commencement Date, the terms of Paragraph 9 of the Sublease shall control; provided, however, (ai) If Sublessee’s right of termination provided in Paragraph 9(a) shall only apply to the Demised 3rd Floor Premises and not to the Examiner Premises unless the Casualty would result in the inability of Sublessee to occupy all or a substantial portion of the Examiner Premises for more than ninety (90) days (in which event the termination right shall be partially or totally damaged or destroyed by fire or other casualty apply to the Examiner Premises and the thirty (each, a “Casualty”30) day period for Sublessee to exercise said right of termination shall apply), then Tenant, at Tenant’s sole cost and expense, (ii) Sublessor shall promptly repair and restore only elect to terminate the Demised Premises, Sublease (including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection sublease of the insurance proceeds attributable Examiner Premises) as provided in Paragraph 9(a) if and to such Casualty. (b) If all or part of the Demised Premises extent it is entitled to do so under the Master Lease, and elects to terminate the Master Lease). Nothing herein shall be rendered untenantable by reason affect Landlord’s right to terminate the Master Lease in the event of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 any such termination shall be abated result in the proportion that the untenantable area an automatic termination of the Demised Premises bears Sublease, as amended hereby. b. If a Casualty occurs on or after the 2nd Floor Commencement Date, the terms of Paragraph 9 of the Sublease shall control; provide, however, Paragraph 9(a) is deemed amended to provide that (i) Sublessee’s right of termination hall apply separately to the total area of 3rd Floor Premises and to the Demised Premises, for Examiner Premises based on the period from the date occurrence of the Casualty to and/or the earlier of: (i) material impact on the date the Demised 3rd Floor 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 Examiner Premises, as the case may be, and no Casualty will entitle Sublessee to terminate the Sublease as a whole unless the Casualty materially affects access to and/or occupancy all or a substantial portion of both floors of the Subleased Premises, and (ii) Sublessor shall only elect to terminate the date Tenant or any subtenant reoccupies a portion Sublease as provided in Paragraph 9(a) if and to the extent it is entitled to do so under the Master Lease, and elects to terminate the Master Lease. c. Paragraph 9(b) of the Demised Sublease is hereby amended to provide that Sublessee’s right of termination shall apply separately to the 3rd Floor Premises for and to the ordinary conduct Examiner Premises, based on whether the taking applies to the 3rd Floor Premises or to the Examiner Premises, provided, however, a taking of business (the entire Sublease Premises shall result in which case a termination of the Fixed Rent Sublease, and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date terms of such occupancy). Landlord’s determination Section 13.5 of the date the Demised Premises is tenantable Original Master Lease 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 control as 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 Casualtyaward.

Casualty. (a) If the Demised 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: (u) if Landlord’s Notice is given prior to April 1, 2014, at least ninety (90%) percent of either the Leased Premises or those portions of the Building affecting the use and enjoyment of the Leased Premises; or (w) if Landlord’s Notice is given on or after April 1, 2014, at least fifty (50%) percent of either all premises in the Building leased by Tenant from Landlord, whether pursuant to this Lease or another lease, or those portions of the Building affecting the use and enjoyment of the Leased Premises (any such premises identified in subsections (u) and (w) herein, the “Damaged Premises”) can be reconstructed within two hundred seventy (270) days from the occurrence of such fire or casualty. If: (x) Landlord’s Notice indicates that such reconstruction of the Damaged Premises shall exceed two hundred seventy (270) days; or (y) Landlord’s Notice is given in the last eighteen (18) months of the Term, and Landlord does not elect to terminate this Lease as 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 the Leased Premises, within two hundred seventy (270) days from the occurrence of such fire or casualty, Tenant may deliver Tenant’s Notice to Landlord, and, in such event, if Landlord does not complete restoring the Building, or the portion thereof affecting Tenant’s use and enjoyment of the Leased Premises, within ninety (90) days of the effective date 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 Building, or the portion thereof affecting Tenant’s use and enjoyment of the Leased Premises would 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. (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 reasonable 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 Lxxxxxxx, 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 TenantTxxxxx, 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. (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. Nothing contained 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 this the Premises. (e) 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 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. 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 Tenant shall give immediate written notice to Landlord of any damage caused to the Demised Leased Premises shall by fire or other casualty. It is understood and agreed that if the leased premises be partially or totally damaged or destroyed in whole or in part by fire or other casualty (eachduring the term hereof, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly Landlord will repair and restore the Demised Premisessame to good Tenantable condition with reasonable dispatch, including Landlords’ Workand that the rental herein provided for shall xxxxx entirely in case the entire premises are un-tenantable and pro rata for the portion rendered un-tenantable, Tenant’s Improvements and Bettermentsin case a part only is tenantable, Tenant’s Property and Fixtures with or without until the collection of the insurance proceeds attributable to such Casualty. (b) If all or part of the Demised Premises same shall be rendered untenantable by reason of restored to a Casualtytenantable condition, 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 Premisesprovided, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (providedhowever, 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 fail to adjust its own insurance or to remove its damaged goods, wares, equipment or property within a reasonable time, and as a result thereof 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 Landlordrepairing and restoration is delayed, there shall be no abatement of Rentrental during the period of such resulting delay, and provided further that there shall be no abatement of rental if such fire or other cause damaging or destroying the Leased Premises shall result from the negligence or willful act of Tenant, its agents or employees and such negligence or willful act is not otherwise covered by insurance, and provided further that if Tenant shall use any part of the Leased Premises for storage during the period of repair a reasonable charge shall be made therefore against Tenant, and provided further that in case the Leased Premises, or the building of which they are a part, shall be destroyed to the extent of more than one-half of the value thereof, Landlord may at its option terminate this Lease forthwith by a written notice to Tenant. Nothing contained Subject to the preceding sentence, in the event the Leased Premises is damaged by fire or other casualty so as to be rendered un-Tenantable for the conduct of Tenant's use, and shall not be repaired by Landlord and put into Tenantable condition within one hundred eighty (180) days from the time Tenant gives Landlord full and complete possession of the Leased Premises for the purpose of making such repairs, then Tenant shall have the option to terminate this Section 7.05 Lease by a written notice at the end of said one hundred eighty (180) days, in which case the Base Rent and other charges due hereunder up to the date of the casualty shall relieve be paid by Tenant from any liability that may exist as a result of any Casualtyto Landlord. In case Landlord completes such repairs within one hundred eighty (180) days, no right to terminate this Lease for such cause shall exist, but the Base Rent and other charges due hereunder shall xxxxx for the period during which the Leased Premises were un-Tenantable and to the extent they were unused by Tenant.

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. (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, at Tenant’s sole cost and expense, Borrower shall promptly repair and restore give prompt notice thereof to Lender. Following 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 occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly proceed to restore, repair, replace or rebuild the Fixed Rent Property in accordance with Legal Requirements to be of at least equal value and of substantially the Additional Rent under Sections 2.02 same character as prior to such damage or destruction. 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 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: approve any final settlement) (i) the date the Demised Premises if an Event of Default 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 continuing 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 with respect to any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (Casualty in which case the Fixed Rent Net Proceeds or the costs of completing the Restoration are equal to or greater than One Million Dollars ($1,000,000) and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Except as set forth in the Additional Rent allocable foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such reoccupied portion claim) shall be due and payable solely to Lender and held 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 Landlord’s determinationthe terms of this Agreement. Notwithstanding In the foregoingevent Borrower or any party other than Lender is a payee on any check representing Insurance Proceeds with respect to any Casualty, if Borrower shall immediately endorse, and cause all 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 any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by reason Lender 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 claims in this Section 7.05 shall relieve Tenant from any liability that may exist as a result respect of any Casualty.

Casualty. (a) In the event of a fire or other casualty in the Leased Premises, Tenant shall immediately give notice thereof to Landlord. (b) If the Demised Leased Premises (or access thereto) or a substantial portion of the Project (or access thereto) shall be partially or totally damaged or destroyed by fire or other casualty (eachso as to render the Leased Premises Untenantable in whole or in part, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, the rental provided for herein shall promptly repair and restore abatx xxxreafter as to the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection portion of the insurance proceeds attributable to Leased Premises rendered Untenantable until such Casualty. (b) If all or part of time as the Demised Leased 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 are made tenantable (provided, that if or access restored). Landlord agrees to commence and prosecute 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 repair of all casualty damage (ii) the date Tenant or any subtenant reoccupies a portion regardless 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 extent 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 damage) 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, experienced and qualified contractor selected by Landlord ("Landlord's Contractor") to be nine (9) months or longer after the casualty, or in the event of total or substantial damage or destruction of the Project from any act cause (for which the period to restore is reasonably estimated by Landlord's Contractor to be nine (9) months or omission longer after the casualty), then Landlord shall have the right to terminate this Lease and all rent owed up to the time of such destruction or termination shall be paid by TenantTenant (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 5.05 as soon as reasonably practicable, but no later than sixty (60) days after any subtenant such damage or destruction. (c) In the event of destruction to the Leased Premises (or access thereto) or a substantial portion of the Project (or access thereto) resulting in the Leased Premises being Untenantable in whole or in substantial part for a period reasonably estimated by Landlord's Contractor to be nine (9) months or longer after the date of the casualty and Landlord has not terminated this Lease as provided in Section 5.05(b), then Tenant shall have the right, within thirty (30) days after Landlord delivers the estimate to Tenant of time to restore, to terminate this Lease by written notice to Landlord. In the event that Landlord's Contractor estimates that the Leased Premises can be made tenantable within nine (9) months after the date of the casualty, but the Leased Premises have not been made tenantable within one (1) year after the date of the casualty subject to any delays caused by Tenant or outside the reasonable control of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee then Tenant shall be unable have a second right to collect all terminate this Lease by providing written notice thereof to Landlord within fifteen (15) days following the end of the insurance proceeds one (including, without limitation, rent insurance proceeds1) 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 year period described above. (d) Notwithstanding anything contained in this Section 7.05 5.05, Landlord shall relieve Tenant from be obligated to restore or rebuild only the portion of the Leased Premises which consists of Building Shell and 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 Improvements.

Casualty. A) With respect to any rent abatements during restoration after casualty provided for in this lease, if a casualty affects more than fifty percent (a50%) of the premises, or of any floor upon which the premises is located, or TENANT’S reasonable access to and from the premises, and TENANT elects not to use any of the premises or such floor, as the case may be there shall be a full abatement for the premises or such floor, as the case may be. B) If OWNER has the Demised Premises right to terminate this lease due to a casualty to the building, OWNER’S right to terminate shall be partially or totally damaged or destroyed by fire or subject to the condition precedent that OWNER terminate all 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 office leases of the insurance proceeds attributable to such Casualtybuilding under which it has a similar right. (bC) If all or part any portion of the Demised Premises shall be rendered untenantable premises is damaged as a result of fire or other casualty, OWNER shall, with reasonable promptness, cause an architect or general contractor selected by reason OWNER to provide OWNER and TENANT with a written estimate of a Casualtythe amount of time required to substantially complete the repair and restoration of the premises, using standard working methods (“Completion Estimate”). If the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion Completion Estimate indicates that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period premises cannot be made tenantable within three hundred (300) days from the date of the Casualty damage, then regardless of anything in this lease to the earlier of:contrary, TENANT shall have the right to terminate this lease by giving written notice to OWNER of such election within thirty (30) days after receipt of the Completion Estimate. D) With respect to any fire or casualty to the premises occurring within the last two years of the term which cannot be restored within ninety (i90) days based upon the Completion Estimate, TENANT may terminate this lease as of the date of such damage upon giving written notice to OWNER within thirty (30) days after receipt of the Completion Estimate if (x) the date the Demised Premises is made tenantable premises cannot, in OWNER’S reasonable judgment, be restored within ninety (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 (ii90) 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 days from the date of such occupancy). Landlord’s determination of damage, or (y) the expiration date would occur within six (6) months from 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 determinationcompletion. 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 in the event such damage affects a non-material portion of the insurance proceeds (includingpremises, without limitationsuch that TENANT may continue to function in the remaining portion of the premises and such damage does not have a material impact on TENANT’S operations, rent insurance proceeds) applicable TENANT may not terminate this lease so long as OWNER is completing the necessary repairs as expeditiously as possible, unless TENANT has the ability to the Casualty, then, without prejudice terminate this lease pursuant to any other remedies which may be available provisions hereof. 11 WEST 19th ASSOCIATES LLC By: Block Buildings LLC, Manager TITLE: EPSILON DATA MANAGEMENT LLC By: Xxxx X. Xxxx TITLE: Vice President and Secretary GUARANTY (this “Guaranty”) made as of this 15th day of March , 2007 by ALLIANCE DATA SYSTEMS CORPORATION, a Delaware corporation (the “Guarantor”), with an address at 00000 Xxxxxxxxx Xxxxxxx, Xxxxxx, XX 00000 to 11 WEST 19th ASSOCIATES LLC (the “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 Casualtywith an address at 000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.

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. (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 casualty, Landlord agrees to use commercially reasonable efforts to provide notice to Tenant within sixty (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. (b60) 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 days from the date of such occupancy)casualty stating whether Landlord is able to repair or rebuild the Leased Premises within one hundred eighty (180) days from the casualty date. If Landlord provides notice to Tenant that Landlord is able to repair or rebuild the Leased Premises within one hundred eighty (180) days from the casualty date, Landlord shall promptly restore and repair same; provided, however, Landlord’s determination obligation hereunder shall be limited to the reconstruction of the date Shell Work and Finish Work. Rent shall proportionately xxxxx during the Demised time that the Leased Premises is tenantable shall be controlling unless Tenant disputes same by written notice or part thereof are unusable because of any such damage or because of Tenant’s inability 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 determinationaccess the Leased Premises. Notwithstanding the foregoing, if (i) Landlord provides notice to Tenant that Landlord is unable to repair or rebuild the Leased Premises within one hundred eighty (180) days from the casualty date; or (ii) Landlord provides notice to Tenant that the casualty is not covered by reason 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) above, either Landlord or omission by TenantTenant may, any subtenant or any or, in the case of their respective partnersa clause (ii) above, directorsthen Landlord may, officersupon thirty (30) days’ written notice to the other party, servantsterminate this Lease with respect to matters thereafter accruing. If neither party terminates this Lease pursuant to the foregoing and Landlord undertakes the repair and. restoration of the Leased Premises, employeesbut the Leased Premises are not repaired and restored within one hundred eighty (180) days after such casualty date, agents or contractorsthen Tenant shall have the right to provide Landlord written notice of its intent to terminate this Lease, Landlord, any Superior Lessor or any Superior Mortgagee which termination shall be unable effective forty-five (45) days after Landlord receives Tenant’s notice; provided, however, in the event Landlord completes the repair and restoration within such forty-five (45) day period, then Tenant’s right 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 terminate shall be no abatement of Rent. Nothing contained deemed waived and null and void and the Lease shall continue in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyfull force and effect.

Casualty. (ai) If any portion of the Demised Premises Landlord Repair Areas shall be partially or totally damaged or destroyed by fire or other casualty (eachincluding, without limitation, by reason of a “Casualty”terrorist attack), then Tenant, at Tenant’s sole cost Landlord shall (subject to the terms and expense, shall promptly provisions of this Article 9) repair and restore the Demised same (“Landlord’s Restoration Work”) with reasonable promptness to substantially the condition existing prior to the casualty, except for modifications required by zoning and building codes and other Laws then in effect, and except as otherwise provided in Paragraph 9(B) below. (ii) If, as a result of any such damage, all or any portion of the Premises is rendered Untenantable, then Landlord, within thirty (30) days after the occurrence of any such damage, or as soon as reasonably possible thereafter (but in any event within seventy-five (75) days after the occurrence of such damage), shall cause to be delivered to Tenant an estimate, prepared by a qualified, independent, experienced and reputable architect and/or general contractor and addressed to Tenant, of the number of days (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Unavoidable Delays), measured from the date of the casualty, that will be required for Landlord to substantially complete the repair and restoration of (i) all portions of the Landlord Repair Areas in or surrounding the Premises or on any part of any floor which is leased to Tenant, (ii) those components of the Landlord Repair Areas consisting of the Building systems and equipment which serve the Premises, including Landlords’ (iii) the Main Lobby and the Building Pedestrian Entrance, and (iv) to the extent required to render the Premises tenantable, any other portion of the Landlord Repair Areas (“Landlord’s Basic Restoration Work”). (a) If the aforesaid estimate exceeds three hundred (300) days, and if as a result of such fire or other casualty a material portion of the Premises shall be rendered untenantable (with “material portion”, for purposes of this Paragraph 9(A)(ii)(a) and for purposes of Paragraph 9(F) below, being defined in a substantially comparable manner as described in Paragraph 11(a)(ii) below), then Tenant may elect to terminate this Lease by notifying Landlord in writing of such termination no later than the thirtieth (30th) day following Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection receipt of the insurance proceeds attributable to such Casualtyestimate from Landlord. (b) If all the aforesaid estimate exceeds ninety (90) days and such fire or part casualty shall have occurred after the 365th day before the then Expiration Date, then either Landlord or Tenant may elect to terminate this Lease by notifying the other in writing of such termination no later than (a) the thirtieth (30th) day following Tenant’s receipt of such estimate from Landlord if Tenant shall so terminate the Lease, and (b) the earlier of the Demised Premises shall be rendered untenantable by reason thirtieth (30th) day following Landlord’s delivery of a Casualty, the Fixed Rent said estimate to Tenant and the Additional Rent under Sections 2.02 ninetieth (90th) day after such fire or other casualty, if Landlord shall terminate this Lease. (c) If Landlord shall fail to cause the required architect’s and/or general contractor’s estimate to be delivered timely and 2.03 shall be abated in the proportion that the untenantable area such failure continues for ten (10) Business Days after Tenant’s notice to Landlord of the Demised Premises bears to the total area of the Demised Premisessuch failure, then, for the period from the date all purposes of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (providedthis Article 10, 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 architect’s estimate of longer than 300 days shall be deemed to have been made tenantable delivered to Tenant upon the eleventh (11th) Business Day after Tenant’s written notice as aforesaid, but Landlord shall not have the right to terminate this Lease on such earlier date and the abatement shall cease); orbasis of any estimate so deemed to have been delivered. (iiiii) 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 If as a result of any Casualtyfire or other casualty the Building is damaged such that a material portion of the Rentable Area in the Building shall be rendered Untenantable (which may include Untenantability resulting from the inability to provide Building services to such Rentable Area as a result of damage to the Landlord Repair Areas), irrespective of whether, as a result of any such damage, all or any portion of the Premises is rendered Untenantable, then Landlord, within seventy-five (75) days after the occurrence of any such damage, shall cause to be delivered to Tenant an estimate, prepared by a qualified, independent, experienced and reputable architect and/or general contractor, of the number of days (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Unavoidable Delays), measured from the date of the casualty, that will be required for Landlord to substantially complete and repair the restoration of the Landlord Repair Areas at the Property. If the aforesaid estimate exceeds thirteen (13) months, then, provided that as a result of such fire or other casualty leases covering not less than 100% of the Rentable Area of the Building then subject to lease (excluding the Premises) shall also be terminated, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination concurrently with Landlord’s delivery of said estimate to Tenant as hereinabove provided; (iv) Any termination notice delivered pursuant to this Paragraph 9(A) shall be effective on the date of its delivery, provided, however, that if any portion of the Premises remains tenantable in accordance with all applicable Laws then Tenant shall have the right, in such termination notice (if given by Tenant) or by notice given within thirty (30) days of its receipt of such termination notice (if given by Landlord), to set a different termination date with respect to the tenantable portion of the Premises, so long as such different date is no later than the one hundred eightieth (180th) day following such notice (or, in the case of a termination notice given under Paragraph 9(A)(ii)(b) above, the then Expiration Date of this Lease). (v) Landlord and Tenant each agree that (subject to Article 29 hereof) the rights and remedies provided in this Article 9 shall be their sole rights and remedies on account of any damage caused by fire or other casualty, and, except as expressly provided in this Article 9 (and Article 29), (a) each party waives any right to terminate this Lease or account thereof, (b) Tenant waives any right to an abatement of rent on account thereof, and (c) each party waives any right to recover damages from the other party on account of any such damage to the Premises or Property.

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 or required to be carried by Landlord hereunder, and the cost of repairing such damage shall not be greater than ten percent (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 10%) of the then full replacement cost thereof, then, subject to the following provisions of this Article, Landlord shall repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance proceeds attributable to such Casualty. carried by Landlord hereunder, (b) If all by fire or part other casualty covered by insurance carried by Landlord hereunder and Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, or to an extent greater than ten percent (10%) of the Demised Premises then full replacement cost thereof, then Landlord shall have the option to either (I) repair or reconstruct the same to substantially the same condition as immediately prior to such fire or other casualty, or (ii) terminate this Lease by so notifying Tenant within ninety (90) 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. 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 bears to the total area Premises, if any, which are rendered untenantable by fire or other casualty hereunder until repairs of the Demised PremisesPremises 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 Landlord for loss of the use of the whole or any part of the Premises, Tenant's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. If this Lease is terminated as provided in (c)(ii) above, all Rent shall be apportioned and paid up to the termination date. Landlord shall not be required to repair or replace any furniture, furnishings or other personal property which Tenant may be entitled to remove 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 property constructed and installed by or contractors, Landlord, any Superior Lessor for Tenant pursuant to Section 8.01 hereof or any Superior Mortgagee shall be unable to collect all installations in excess 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 CasualtyBuilding Standard.

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.

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. (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 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. 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 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 of a CasualtyLandlord pursuant to Section 2.02 above, if any. Rent shall proportionately xxxxx during the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion time that the untenantable area Leased Premises or part thereof are unusable because 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). 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 determinationdamage. Notwithstanding the foregoing, if Landlord determines that the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days from the casualty date (the "Target Restoration 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 Landlord shall give written notice to Tenant of any act such determination (the "Casualty Notice") within sixty (60) days of such casualty (the "Notice Period"). In case of a clause (a) casualty, either Landlord or omission Tenant may, or, in the case of a clause (b) casualty, then Landlord may, by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, giving written notice to the other party within thirty (30) days after Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all 's delivery of the insurance proceeds Casualty Notice, terminate this Lease with respect to matters thereafter accruing. If Landlord reasonably and in good faith determines that the Leased Premises can be repaired or rebuilt within the Target Restoration Date, then Landlord shall notify Tenant of the same within the Notice Period (includingwhich notice shall include a preliminary construction schedule), without limitationand diligently commence and pursue such repairs. In the event that neither Landlord nor Tenant terminates this Lease pursuant to clauses (a) or (b) above, rent insurance proceedsbut Landlord fails to substantially complete the restoration and repair of the Leased Premises within one hundred twenty (120) applicable to days following the CasualtyTarget Restoration Date, then, without prejudice to any other remedies which as such date 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 extended as a result of Force Majeure or Tenant Delay (the "End Date"), then Tenant shall have the further right, as its sole remedy, to terminate this Lease by written notice to Landlord given within thirty (30) days following End Date (provided that substantial completion has not occurred prior to Landlord's receipt of said termination notice). Tenant waives any Casualtyright under applicable laws inconsistent with the terms of this paragraph.

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, Fixtures 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) 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 under Sections 2.02 2.04 and 2.03 2.10 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 (for the ordinary conduct of Tenant’s business as conducted prior to such Casualty; provided, that if the Demised Premises would have been tenantable at an earlier date but for a Tenant having failed diligently to prosecute repairs or restorationDelay, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or 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 shall notify Tenant of Landlord’s determination of the date the Demised Premises is tenantable tenantable, which determination shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days ten (10) 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 Landlordagainst Tenant, there Tenant’s abatement of Rent shall be no abatement of Rentequitably reduced taking into consideration the insurance proceeds Landlord is unable to collect in relation to the overall insurance proceeds that would have been payable to Landlord but for Tenant’s acts or omissions. 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 270 days or the expenditure of more than thirty-five (35%) 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 thirty (30%) percent 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) Supplementing the foregoing provisions of this Section 7.05, within ninety (90) days after Landlord has actual knowledge of any Casualty, Landlord shall deliver to Tenant an estimate prepared by a reputable architect, contractor or engineer selected by Landlord setting forth such architect’s, contractor’s or engineer’s estimate as to the time reasonably required to repair such damage in order to make the Premises (or such portion thereof) tenantable. 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 thirty (30) days following Tenant’s receipt of such estimate. If Tenant shall exercise such election, the Term of this Lease shall terminate on the thirtieth (30th) day after notice of such election shall be 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 does not exceed 365 days from the date of such Casualty, and for any reason whatsoever (other than Unavoidable Delay) Landlord shall not complete the repair and restoration that Landlord is obligated to perform hereunder within sixty (60) 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 right to terminate this Lease by notice to Landlord given not later than thirty (30) days following the last day of such sixty (60) day period after the date set forth in the estimate. 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) Landlord shall not complete the repair and restoration that Landlord is obligated to perform hereunder within sixty (60) 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 thirty (30) days following the last day of such sixty (60) day period after the date set forth in the estimate. Upon any such termination of this Lease, Tenant’s liability for Fixed Rent and Additional Rent hereunder shall cease as of the date of such termination, and any prepaid portion of Rent for any period after such date shall promptly be refunded by Landlord to Tenant. (e) Landlord shall not carry any insurance on Tenant’s Property, Fixtures or on Tenant’s Improvements and Betterments and shall not be obligated to repair or replace Tenant’s Property, Fixtures or Improvements and Betterments. Tenant shall look solely to its insurance for recovery of any damage to or loss of Tenant’s Property, Fixtures or Tenant’s Improvements and Betterments. Tenant shall notify Landlord promptly of any Casualty in the Premises. (f) 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 any of the Business Assets suffers a Casualty Event prior to the Closing, Vendors shall promptly notify Purchaser in writing of such fact. If the Demised Premises shall be partially or totally damaged or destroyed by fire damage, destruction or other casualty Casualty to the Business Assets renders the affected Business Asset unusable for the purposes to which it was applied to the Business as Presently Conducted (each, a “CasualtyCasualty Event”), then Tenantthe parties, at Tenant’s sole cost and expenseacting reasonably, shall promptly repair and retain a mutually agreed upon, qualified independent third party appraiser to provide a report providing the estimated expense required to repair, replace or restore the Demised PremisesBusiness Assets so affected to its condition immediately prior to such Casualty Event, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection cost 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 any related business interruption from the date of the Casualty to report forward (the earlier of: “Replacement Cost”). Purchaser and Vendors shall each bear fifty percent (50%) of the costs of such appraiser. Purchaser shall, at its option, within thirty (30) days after delivery of the foregoing report, either (i) require Vendors to transfer the date portion of applicable Insurance Proceeds for the Demised Premises is made tenantable Business Assets and business interruption (providedbut, as to business interruption Insurance Proceeds, only those applicable to periods after the Closing Date, if any) to Purchaser at Closing (for the avoidance of doubt, including any such Insurance Proceeds payable to an Affiliate of the Conifex Group), or (ii) reduce the Purchase Price by the Replacement Cost as determined by the appraiser. In the event the Purchaser makes the election in subparagraph (ii) of this Section, all Insurance Proceeds related to the Casualty Event shall be for the sole benefit and account of the Vendors, and, to the extent that any of the same are received by the Purchaser or any member of the Conifex Group for any reason, whether before or after Closing, such Insurance Proceeds shall be preserved for and shall be for the benefit of the Vendors without setoff or deduction of any kind whatsoever so that the total amount of such Insurance Proceeds shall be available to the Vendors. For greater certainty, if such Insurance Proceeds are received by the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs Purchaser or restorationthe Conifex Group after Closing, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and Purchaser or the abatement shall cease); or (ii) the date Tenant or any subtenant reoccupies a portion relevant member of the Demised Premises for Conifex Group, as 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 be, 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 such Insurance Proceeds to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement Vendors within three (3) Business Days of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualtyreceipt 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(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. (a) If the Demised Sublease Premises or any part thereof shall be partially damaged or rendered untenantable by fire or other casualty and this Sublease is not terminated by Sublandlord or Subtenant pursuant to Section (b) hereof or by reason of a termination of the Lease pursuant to the provisions thereof, then: (i) Fixed Rent and Escalation Rent hereunder shall be abated for such periods, if any, in respect of which Sublandlord receives corresponding abatements under the Lease with respect to the Sublease Premises; and (ii) Subtenant shall proceed, promptly and with reasonable diligence, to repair such damage to the Sublease Premises, if any, as the “Tenant” under the Lease would otherwise have been obligated to repair pursuant to Article 12 of the Lease. For the purposes of this Sublease, Subtenant’s obligation to repair shall include the repair or replacement of the personal property of Subtenant or of improvements to the Sublease Premises made by the Subtenant, except to the extent that any such repairs and restoration is required to be effected by Landlord in accordance with the provisions of the Lease. (b) Notwithstanding any incorporated provision of the Lease to the contrary, if the Sublease Premises are substantially (i.e., 50% or more) or totally damaged or destroyed by fire or other casualty, Subtenant shall have the right to terminate this Sublease in accordance with Section 12.1 of the Lease as if the Sublease Premises were the “demised premises” under such Section 12.1, provided that all conditions precedent to such termination as set forth in Section 12.1 have been satisfied. If the Lease is terminated pursuant to Article 12 thereof, this Sublease shall terminate on the same date. Sublandlord shall give Subtenant prompt notice of any election by Sublandlord to terminate the Lease. (c) Sublandlord shall not be liable for any inconvenience or annoyance to Subtenant or injury to the business of Subtenant resulting in any way from any such damage by fire or other casualty or the repair thereof. (eachd) This Article 11 shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty; and Section 227 of the Real Property Law of the State of New York, a “Casualty”), then Tenant, at Tenant’s sole cost and expenseany other law of like import now or hereafter enacted, shall promptly repair have no application to this Sublease. (e) Sublandlord and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements Subtenant each agree to use diligent efforts to cooperate with each other and Betterments, Tenant’s Property with their respective insurers (and Fixtures with or without Landlord and its insurers) in order to facilitate 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 damage and destruction of the Casualty, then, without prejudice to any Building or the Sublease Premises 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 (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 to the extent the proceeds are sufficient therefor 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 Casualty and (ii) Tenant shall repair and restore in accordance with Section 4.01 all Tenant’s Property with reasonable dispatch after the Casualty. 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 a reputable contractor designated by Landlord exceeds the available insurance proceeds therefor. (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, provided that if the Demised Premises would have been tenantable at an earlier date but for any act, neglect, failure or omission by Tenant, its agents, servants, employees, contractors or subcontractors, or 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 its 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 days after such determination by Landlord Landlord, and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. If any Casualty shall occur after the Possession Date but prior to the Base Space Rent Commencement Date which is the sole cause of an actual delay to the substantial completion of Tenant’s initial Alterations performed to ready the Base Space for Tenant’s initial occupancy, then the abatement of Fixed Rent and Additional Charges provided for in this Section 7.05(b) with respect to the Base Space for the period from the date of such Casualty to the Base Space Rent Commencement Date (which would otherwise be effective but for the fact that the Base Space Rent Commencement Date has not yet occurred) shall apply with respect to such Casualty commencing as of the Base Space Rent Commencement Date, but only to the extent of the actual delay to the substantial completion of Tenant’s initial Alterations performed to ready the Base Space for Tenant’s initial occupancy. If any such Casualty shall occur after the Swing Space Possession Date but prior to the Swing Space Rent Commencement Date which is the sole cause of an actual delay to the substantial completion of Tenant’s initial Alterations performed to ready the Swing Space for Tenant’s initial occupancy, then the abatement of Fixed Rent and Additional Charges provided for in this Section 7.05(b) with respect to the Swing Space for the period from the date of such Casualty to the Swing Space Rent Commencement Date (which would otherwise be effective but for the fact that the Swing Space Rent Commencement Date has not yet occurred) shall apply with respect to such Casualty commencing as of the Swing Space Rent Commencement Date, but only to the extent of the actual delay to the substantial completion of Tenant’s initial Alterations performed to ready the Swing Space for Tenant’s initial occupancy. 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 agents, invitees 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 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 independent contractor, architect or engineer designated by Landlord), and in each such case Landlord shall have elected to terminate, or will terminate, leases which, when combined with this Lease, are for an aggregate of 75% or more of the rentable square feet of the office space in the Building, then in any such case Landlord may terminate this Lease upon 30 days notice given to Tenant within 90 days after the Casualty (i) As soon as reasonably practicable, but in any event no later than 60 days following the date of any Casualty rendering any portion of the Premises untenantable, Landlord shall notify Tenant of Landlord’s good faith best estimate of the date (the “Estimated Date”) by which the repair and restoration necessary to render the Premises no longer untenantable can be completed (“Landlord’s Repair Notice”). Notwithstanding anything herein to the contrary, if, by reason of Casualty, (A) more than 50% of the rentable square footage of the Premises shall be damaged or destroyed and rendered untenantable (or in the case of damage or destruction to the public portions of the Building necessary for access to the Premises, more than 50% of the rentable square footage of the Premises shall be rendered untenantable) and (B) the Estimated Date set forth in Landlord’s Repair Notice with respect to such Casualty is after the date (the “Outside Repair Date”) which is the 12 month anniversary of the date of such Casualty (a Casualty meeting the requirements of the preceding subclauses (A) and (B) being a “Substantial Casualty”), then, with respect to such Casualty, Tenant shall have a one time only right (except as set forth in clause (ii) below) to terminate this Lease by notice (the “Damage Termination Notice”) given to Landlord within 30 days following Landlord’s giving of Landlord’s Repair Notice. Such termination shall be effective as of the date which is 30 days after the Damage Termination Notice, and, upon delivery of such notice and the expiration of such 30-day period, this Lease and the Term hereof shall expire as fully and completely as if such date were the original Expiration Date. Tenant’s failure to deliver the Damage Termination Notice in the time and manner required by this clause (i) shall be deemed an irrevocable waiver of Tenant’s right to terminate this lease pursuant to this clause (i) with respect to the Casualty in question. (ii) In addition, in the event of any Substantial Casualty, if the repair or restoration necessary to render the Premises no longer untenantable is not substantially completed by the Outside Repair Date, as such Outside Repair Date shall be extended due to delays caused or occasioned by Force Majeure (up to a total of 3 months) or by Tenant Delay, then Tenant shall be entitled to terminate this Lease by a Damage Termination Notice given to Landlord within 30 days after the Outside Repair Date (as so extended) and, upon the giving of such notice, this Lease and the term hereof shall expire effective on the 30th day after the giving of such notice (the “Damage Termination Date”); provided, however, if Tenant delivers a Damage Termination Notice pursuant to this clause (ii) to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period of 30 days after the date of the Damage Termination Notice by delivering to Tenant, within 10 Business Days after Landlord’s receipt of such Damage Termination Notice, a certificate of Landlord’s contractor responsible for the repairs of such damage certifying that it is such contractor’s good faith judgment that the repairs shall be substantially completed within 30 days after the date of the Damage Termination Notice. If the repairs shall be substantially completed prior to the expiration of such 30-day period, the Damage Termination Notice shall be null and void and of no force or effect, and this Lease shall continue, but if the repairs shall not be substantially completed within such 30-day period, then this Lease shall terminate upon the expiration of such 30-day period. At any time, and from time to time (but not more than once in any 30-day period) after the date occurring 60 days following the occurrence of any such Casualty, Tenant may request that Landlord inform Tenant of Landlord’s reasonable opinion of the date of completion of repairs (which date shall not be binding upon Landlord or give Tenant any right to terminate this Lease), and Landlord shall respond to such request within ten (10) Business Days following receipt of such request.

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 the Demised Premises shall Project or any portion thereof should be partially or totally damaged or destroyed by fire any casualty, Tenant shall give immediate written notice thereof to Landlord and shall, within thirty (30) days thereafter, notify Landlord if Tenant wishes to rebuild or wishes Landlord to rebuild (consistent, however, with Landlord's obligations to do so under this ARTICLE 14). Tenant shall have the option to rebuild so long as no Material Default or Bankruptcy Event has occurred and is continuing as of such date, Tenant deposits with Landlord (or such other 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 party as may be holding the insurance proceeds attributable as provided in SECTION 6.1 hereof) the additional amounts, if any, required to complete such rebuilding, and, prior to the commencement of such construction or renovation, Landlord has approved the plans and specifications, construction means and methods and contractors and primary subcontractors for such work (provided, however, that Landlord shall not unreasonably withhold its consent to such Casualty. plans and specifications if such improvements (a) will be structurally sound and comply in all respects with Governmental Requirements and the CCR's, (b) If all will be substantially similar to or part better in quality than the improvements as of the Demised Premises shall be rendered untenantable by reason of Term Commencement Date, (c) in Landlord's sole but reasonable discretion, will have a Casualty, value which equals or exceeds the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area value of the Demised Premises bears improvements prior to such casualty, and (d) have substantially the total same size, area of and dimensions as the Demised Premisespre-casualty improvements. If Tenant does not elect, for or is not authorized to elect to so rebuild, then Tenant shall immediately pay to Landlord (or such other party as may be holding the period from insurance proceeds under SECTION 6.1 hereof) the applicable deductible and, within sixty (60) days following the date of the Casualty Tenant's notice of election or other notice with respect to the earlier of: unavailability of Tenant's option to rebuild under this SECTION 14.1 (iit being understood and agreed that Landlord shall have sixty (60) days following final resolution of all issues associated with Xxxxxx's right to rebuild under this SECTION 14.1 before Landlord is required to give the date the Demised Premises is notice required hereby), Landlord shall notify Tenant whether in Landlord's opinion such repairs can be made tenantable either (provideda) within ninety (90) days, that if the Demised Premises would have been tenantable at an earlier date (b) in more than ninety (90) days, but for Tenant having failed diligently to prosecute repairs in less than twenty-four (24) months, or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or (iic) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business in more than twenty-four (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant 24) months 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 Casualtynotice.

Casualty. (a) 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 reoccupancy 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. (b) 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 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 which notice shall be unable delivered to collect all the Landlord prior to the expiration of the insurance proceeds aforementioned one hundred eighty (including180) or forty-five (45) day periods, without limitation, rent insurance proceedsrespectively. (c) applicable 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 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.preceding

Casualty. Sublessee’s consent shall not be required prior to (ai) the waiver by Sublessor of Landlord’s obligation under the Master Lease to rebuild or restore the Premises upon the occurrence of a Casualty during the Term and (ii) any election by Sublessor to terminate or continue the Master Lease pursuant to the terms thereof. Sublessee shall have the option to terminate the Sublease following damage or destruction to the Sublet Premises, the parking facilities or access to the Sublet Premises or parking facilities if the estimated period of time for Landlord’s repairs will exceed two hundred forty (240) days from the date of Casualty, such right to be exercised within thirty (30) days of receipt of notice by Sublessee of such estimated period of restoration. If neither Landlord nor Sublessor elect to terminate the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (eachMaster Lease as a result of such casualty, a “Casualty”)and Sublessee does not elect to terminate this Sublease pursuant to the terms of this Section 17, then TenantSublessor shall use commercially reasonable efforts to cause Landlord to complete Landlord’s restoration obligations under the Master Lease with respect to the Base Building and the Common Areas. Sublessor shall have no obligation to perform any restoration work concerning the Sublet Premises, and Sublessee shall, at Tenant’s its sole cost and expense, shall promptly repair any injury or damage to the Tenant Improvements, any subsequent alterations installed by Sublessee and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without original tenant improvements existing in the collection Sublet Premises as of the insurance proceeds attributable to such Casualty. (b) If all or part delivery of the Demised Sublet Premises to Sublessee (exclusive of the Base Building, which includes, to Sublessor’s actual knowledge as of the date hereof, the items described in Exhibit “E” attached hereto, and which Landlord is required to restore pursuant to the Master Lease). If the Premises are to be rebuilt or restored following a casualty, Sublessee shall only be entitled to an abatement of Rent to the extent Sublessor actually receives an abatement of Rent pursuant to the Master Lease. The amount of such abatement payable to the Sublessee 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 same proportion that which the untenantable area square footage of the Demised affected portion of the Sublet Premises bears to the total area square footage 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 affected portion of the Demised total Premises (including the Sublet Premises) for which Sublessor receives the ordinary conduct of business (in which case abatement under the Fixed Rent and the Additional Rent allocable Master Lease. If Sublessee is required to such reoccupied restore any portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Sublet 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 a casualty, Sublessee’s general contractor, any Casualtysubcontractors working on any Building system, and any subcontractors performing work which costs $10,000 or more shall be subject to Sublessor’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. In addition, Sublessee’s general contractor and all of its other consultants, subcontractors, laborer’s, materialmen and suppliers shall maintain the insurance required under the Master Lease. Sublessee hereby waives the provisions of Section 1932(2) and Section 1933(4) of the California Civil Code, or any other statute or law that may be in effect at the time of a casualty under which a lease is automatically terminated or a lessee is given the right to terminate a lease due to a casualty.

Casualty. (i) If the Base Building Work shall be damaged by fire or other casualty, Landlord shall repair and restore the same (“Landlord’s Restoration Work”) with reasonable promptness to substantially the condition existing prior to the casualty, except for modifications required by zoning and building codes and other Laws then in effect, and except as otherwise provided in Paragraph 10(B) below. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof. (ii) If, as a result of any such damage, all or any portion of the Premises is rendered Untenantable, then Landlord, within sixty (60) days after the occurrence of such damage, shall cause to be delivered to Tenant an estimate, prepared by a qualified, independent, experienced and reputable architect, of the number of days (assuming no delays in the receipt of insurance proceeds, no overtime or other premiums, and no Unavoidable Delays), measured from the date of the casualty, that will be required for Landlord to substantially complete the repair and restoration of (i) the Base Building Work in or surrounding the Premises or on any floor on which any part of the Premises is located (ii) the Building systems and equipment which serve the Premises, (iii) the ground floor lobby and Pedestrian Entrances, and (iv) to the extent required to render the Premises tenantable, any other portion of the Base Building Work (“Landlord’s Basic Restoration Work”). (a) If the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”)aforesaid estimate exceeds 420 days, then Tenant, at Tenant may elect to terminate this Lease by notifying Landlord in writing of such termination no later than the 30th day following 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 receipt of the insurance proceeds attributable to such Casualtyestimate from Landlord. (b) If all the aforesaid estimate exceeds 90 days and such fire or part casualty shall have occurred after the 365th day before the then Expiration Date, then either Landlord or Tenant may elect to terminate this Lease by notifying the other in writing of such termination no later than, (a) the Demised Premises 30th day following Tenant’s receipt of such estimate from Landlord if Tenant shall be rendered untenantable by reason of a Casualtyso terminate the 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, for the period from the date of the Casualty to (b) the earlier of: of (i) the date 30th day following Landlord’s delivery of said estimate to Tenant, or the Demised Premises is made tenantable 90th day after such fire or other casualty, if Landlord shall terminate this Lease. (providedc) If Landlord shall fail to cause the required architect’s estimate to be delivered timely and such failure continues for ten (10) Business Days after Tenant’s notice to Landlord of such failure, that if the Demised Premises would have been tenantable at then, for all purposes of this Article 10, an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises architect’s estimate of longer than 420 days shall be deemed to have been made tenantable delivered to Tenant upon the eleventh (11th) Business Day after Tenant’s notice as aforesaid, but Landlord shall not have the right to terminate this Lease on such earlier date and the abatement shall cease); orbasis of any estimate so deemed to have been delivered. (iiiii) 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 If as a result of any Casualtyfire or other casualty the Base Building Work is damaged such that a material portion of the tenant premises in the Building shall be rendered Untenantable, irrespective of whether, as a result of any such damage, all or any portion of the Premises is rendered Untenantable, then Landlord, within 60 days after the occurrence of any such damage, shall cause to be delivered to Tenant an estimate, prepared by a qualified, independent, experienced and reputable architect, of the number of days (assuming no delays and in receipt of insurance proceeds, no overtime or other premiums, and no Unavoidable Delays), measured from the date of the casualty, that will be required for Landlord to substantially complete and repair the restoration of the Base Building Work. If the aforesaid estimate exceeds 420 days, then, provided that as a result of such fire or other casualty leases covering not less than 50% of the Net Rentable Area of the Building then subject to lease (excluding the Premises) shall also be terminated, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination no later than the earlier of (a) the 45th day following Landlord’s delivery of said estimate to Tenant, and (b) the 105th day after such fire or other casualty; (iv) Any termination notice delivered pursuant to this Paragraph 10(A) shall be effective on the date of its delivery, provided, however, that if any portion of the Premises remains tenantable then Tenant shall have the right, in such termination notice (if given by Tenant) or by notice given within thirty (30) days of its receipt of such termination notice (if given by Landlord), to set a different termination date with respect to the tenantable portion of the Premises no later than the 180th day following such notice. (v) Landlord and Tenant each agree that the rights and remedies provided in this Article 10 shall be their sole rights and remedies on account of any damage caused by fire or other casualty, and, except as expressly provided in this Article 10, (a) each party waives any right to terminate this Lease on account thereof, (b) Tenant waives any right to an abatement of rent on account thereof, and (c) each party waives any right to recover damages from the other party on account of any such damage to the Premises or Property.

Casualty. (a) 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. 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 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. All time periods provided in this Section for Landlord’s performance shall be subject to extension on account of delays in effectuating a satisfactory settlement with any insurance company involved and events beyond Landlord’s reasonable control. In the event of any damage or destruction to the Building or Premises, it shall be Tenant’s responsibility to secure the Premises and, upon notice from Landlord, to remove forthwith, at its sole cost and expense, property belonging to Tenant or its licensees from such portion of the Premises as Landlord shall promptly request. Notwithstanding anything to the contrary in this section, in the event Landlord elects or is required to 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. repair has not commenced 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 to the earlier of: casualty, or been substantially completed within two hundred seventy (i270) days following the date repair was commenced, Tenant shall have the Demised Premises is made tenantable (provided, that if right to terminate 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 Lease 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 providing written notice to Landlord within 10 Landlord, such termination to be effective sixty (60) days after such determination notice from Tenant is received 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 unless Landlord substantially completes the insurance proceeds repairs within such sixty (including, without limitation, rent insurance proceeds60) 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 Casualtyday period.

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 ten percent (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 10%) of the then full replacement cost thereof, then, subject to the following provisions of this Article, Landlord shall repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance proceeds attributable to such Casualty. carried by Landlord hereunder, (b) If all by fire or part other casualty covered by insurance carried by Landlord hereunder and Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, or (c) to an extent greater than ten percent (10%) of the Demised Premises then full replacement cost thereof, then Landlord shall have the option to either (i) repair or reconstruct the same to substantially the same condition as immediately prior to such fire or other casualty, 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. 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 bears to the total area Premises, if any, which are rendered untenantable by fire or other casualty hereunder until repairs of the Demised PremisesPremises 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 Landlord for loss of the use of the whole or any part of the Premises, Tenant's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. If any portion of Rent is abated under this Article 10, Landlord shall have the option to extend the expiration date of such occupancy). Landlord’s determination this Lease for a period equal to the length of the date abated period. If the Demised Premises damage results from default or negligence of Tenant, its agents, employees, licensees or invitees, then Tenant shall not be entitled to any abatement or reduction of any Rent or other sums due hereunder and, if the cost to repair such damage is tenantable not fully covered by Landlord's insurance, such damage 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 repaired by Tenant, or at Landlord's option by Landlord at Tenant's expense (to the extent Landlord is not reimbursed by insurance). If this Lease is terminated as provided in (c)(ii) above, all Rent shall be apportioned and paid up to the termination date. Landlord shall not be required to repair or replace any subtenant furniture, furnishings or other personal property which Tenant may be entitled to remove from the Premises or any of their respective partners, directors, officers, servants, employees, agents property constructed and installed by or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of for Tenant in 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 CasualtyPremises.

Casualty. Upon the occurrence of a Casualty prior to or during the term of this Loan Agreement, Borrower shall give the Lenders and Collateral Agent prompt, and in any event within 5 Business Days thereof, written notice thereof (aa "Casualty Notice") If and in no event shall such notice be more than 5 Business Days from 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 occurrence of the insurance proceeds attributable to such Casualty. (a) In the event of a Total Casualty, Borrower will pay to Collateral Agent for the benefit of the Lenders, the Total Casualty Amount, which payment shall be made no later than 90 days after such Total Casualty (the "Total Casualty Settlement Date"), provided that in any event the Total Casualty Settlement Date shall be no later than the last day of the Loan Term. Upon the payment in full of the Total Casualty Amount, this Loan Agreement shall terminate. (b) If all or part of In the Demised Premises shall be rendered untenantable by reason event of a Partial Casualty, the Fixed Rent Casualty Notice shall specify the Borrower's election of the option in clause (i) or clause (ii) below (provided that upon the occurrence and during the Additional Rent under Sections 2.02 and 2.03 continuance of a Default or an Event of Default, Borrower shall be abated obligated, at the option of Collateral Agent, to exercise the option in clause (i)) and Borrower shall on the date specified in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premisesrelevant clause below, for the period from the date of the Casualty to the earlier of:take such actions required thereby. (i) Borrower will pay to the date Lenders (such payment to be made directly to the Demised Premises is made tenantable (providedCollateral Agent for the benefit of the Lenders), that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently Partial Casualty Amount to prosecute repairs or restorationbe applied to the Loan Balance, then the Demised Premises which payment shall be deemed to have been made tenantable on no later than 90 days after such earlier date and Partial Casualty (the abatement "Partial Casualty Settlement Date"), provided that in any event the Partial Casualty Settlement Date shall cease)be no later than the last day of the Loan Term; or (ii) Borrower will replace the date Tenant Mortgaged Property subject to the Partial Casualty pursuant to the provisions of SECTION 3.6(d). (c) If Borrower has elected, or any subtenant reoccupies a is required, to pay the Total Casualty Amount or the Partial Casualty Amount, Borrower shall continue to make all payments of Required Prepayments and Interest due under this Loan Agreement until and including the Total Casualty Settlement Date or the Partial Casualty Settlement Date, as the case may be. If Borrower has elected to pay the Partial Casualty Amount, then on the Partial Casualty Settlement Date, after payment of the Partial Casualty Amount, the Loan Balance will be reduced by the amount of such Partial Casualty Amount and Interest will continue to accrue on the Loan Balance as so reduced. Such Partial Casualty Amount to be applied to the Loan Balance shall be applied first, to the Final Payment Amount set forth on SCHEDULE IIB and second, to, in inverse order of amounts to be paid as Required Prepayments, Required Participants as set forth on SCHEDULE IIB. (d) If Borrower has given notice that Borrower intends to replace the portion of the Demised Premises for Mortgaged Property suffering a Partial Casualty, and such replacement is permitted under the ordinary conduct foregoing CLAUSE (b)(ii), Borrower may make subject to the Deed of business Trust, not later than the earlier of (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from i) 365 days after the date of such occupancy). Landlord’s determination Casualty Notice and (ii) the Maturity Date, a Giant Yorktown, Inc. Loan Agreement replacement for such portion of the date Mortgaged Property meeting the Demised Premises is tenantable shall suitability standards hereinafter set forth. To be controlling unless Tenant disputes suitable as replacement Mortgaged Property, an item must be of the same by written notice to Landlord within 10 days after general type, year of construction (or a later year of construction), useful life, function, utility, state of repair and operating condition (immediately preceding the Partial Casualty assuming that such determination by Landlord and pending resolution portion of such dispute, Tenant shall pay Rent the Mortgaged Property had been maintained in accordance with Landlord’s determinationthe terms of SECTION 3.3) as the portion of the Mortgaged Property suffering the Partial Casualty, must have a Fair Market Value of not less than the Fair Market Value (immediately preceding the Partial Casualty assuming that such portion of the Mortgaged Property had been maintained in accordance with the terms of SECTION 3.3) of the portion of the Mortgaged Property suffering the Partial Casualty and be free and clear of any Liens other than Permitted Encumbrances. Notwithstanding the foregoingBorrower shall cause a Conveyance Document (and such other instruments, if any, necessary to grant a security interest to such replacement item to Collateral Agent) in order to subject such replacement item to the Deed of Trust, and upon such execution and delivery and the receipt by reason Collateral Agent and the Lenders of (i) evidence reasonably satisfactory to the Collateral Agent of Borrower's compliance with the insurance provisions of with respect to such replacement item, and (ii) an opinion of counsel to Borrower in form and substance reasonably satisfactory to the Collateral Agent 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 the Collateral Agent and the Lenders, in such replacement item and that no other filing, recording, deposit, or giving of notice with or to any Governmental Authority is necessary to protect such right, title and interest in such replacement item, such replacement item shall be deemed part of the Mortgaged Property for all purposes hereof. (e) Subject to the provisions of SECTION 3.6(f), if the Collateral Agent has received the amount payable with respect to the Casualty and all other amounts due hereunder, the Borrower has complied with the requirements of SECTION 3.6(a) or of CLAUSE (i) or CLAUSE (ii), as applicable, of SECTION 3.6(b) or SECTION 3.3 and no Event of Default or Default exists, Borrower shall be entitled to receive from the Collateral Agent, within 30 days after receipt of such amounts by the Collateral Agent, all other proceeds of any act recovery in respect of the Mortgaged Property from insurance or omission otherwise ("Casualty Recoveries"), and Collateral Agent, subject to the rights of any insurer insuring the Mortgaged Property as provided herein, shall execute and deliver to Borrower, or to its assignee or nominee, a release of its security interest (without representations or warranties except that the Mortgaged Property or part of the Mortgaged Property, as the case may be, is free and clear of Liens attributable to it) in the Mortgaged Property subject to a Total Casualty or part of the Mortgaged Property replaced pursuant to SECTION 3.6(d), as the case may be, and such other documents as may be required to release such Mortgaged Property or such part of the Mortgaged Property, as the case may be, from the terms of the Deed of Trust, in such form as may reasonably be requested by TenantBorrower. All fees, costs and expenses relating to a substitution as described herein shall be borne by Borrower. Except as otherwise provided in this SECTION 3.6, Borrower shall not be released from its obligations hereunder in the event of, and shall bear the risk of, any subtenant Casualty to the Mortgaged Property 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 part of the insurance proceeds Mortgaged Property, as the case may be, prior to or during the term of this Loan Agreement and thereafter until all Borrower's obligations hereunder are fully performed. (f) All Casualty Recoveries (or other payments (including, without limitation, rent insurance proceeds) applicable received at any time by Borrower from any Governmental Authority or other Giant Yorktown, Inc. Loan Agreement party with respect to any loss or damage to any part of the Mortgaged Property not constituting a Total Casualty) (collectively, "Casualty Proceeds") shall be deposited into a deposit account established by Collateral Agent for the benefit of the Lenders (the "Deposit Account"). So long as no Default or Event of Default shall exist, any Casualty Proceeds in the Deposit Account shall be remitted promptly to Borrower for reimbursement to the CasualtyBorrower from time to time during the course of the Borrower's restoration of the Mortgaged Property and compliance with the provisions of SECTION 3.6(d) and SECTION 3.3 and to fund the payment of Interest accruing on the Loan Balance, thenRequired Prepayments and the payment of Fees accruing during such period. The Borrower and the Collateral Agent shall, prior to any deposit contemplated by this SECTION 3.6 in the Deposit Account, and thereafter from time to time as reasonably be requested by the Collateral Agent, take any and all actions (including, without prejudice limitation, the execution of such security and other agreements and UCC financing statements as the Collateral Agent shall reasonably request) reasonably requested by the Collateral Agent in order to grant to the Collateral Agent (on behalf of the Lenders) a first priority perfected Lien on and security interest in the Deposit Account and any and all amounts and other remedies which may be available property from time 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 Casualtytime on deposit therein.

Casualty. Upon the occurrence of (i) a Casualty or a series of Casualties with respect to an Item or Items of Equipment with a Purchase Price aggregating in excess of $1,000,000 or (ii) a Casualty with respect to the Airframe or an Engine, the Borrower shall give Lenders and Collateral Agent prompt notice thereof (a "Casualty Notice"). The Casualty Notice shall specify whether the Borrower will: (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 pay 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: Lenders (i) the Casualty Amount of the Item or Items of Equipment, Airframe or Engine suffering such Casualty or series of Casualties, together with (ii) all Interest then due and owing, (iii) any amounts then due and owing and (iv) if such amount is paid on a date which is not a Payment Date an amount equal to the Demised Premises is made tenantable sum of the Applicable Administrative Charge with respect to such Casualty Amount (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"Casualty Settlement Date"); or (iib) replace, or cause to be replaced, the date Tenant Item or any subtenant reoccupies Items of Equipment, Airframe or Engine with respect to which the Casualty or series of Casualties has occurred pursuant to the following provisions of this Section 8.1, provided that upon the occurrence and during the continuance of a portion Default or an Event of Default or in the event such Casualty is pursuant to the last sentence of the Demised Premises for definition thereof, the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion Borrower shall be payable by Tenant from obligated, at the date option of such occupancythe Required Lenders, 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). Landlord’s determination If the Borrower has elected, or is required, to pay the Casualty Amount pursuant to clause (a) above, the Borrower shall continue to make all payments of Interest and Required Prepayments due under this Loan Agreement until and including the Casualty Settlement Date. Upon payment of the date Casualty Amount in respect of any Item of Equipment, Airframe or Engine suffering Casualty on such Casualty Settlement Date together with all Interest then due and owing, the Demised Premises is tenantable remaining scheduled Required Prepayments and Interest under this Loan Agreement shall be controlling unless Tenant disputes same reduced such that the remaining Required Prepayments, when aggregated with all other Required Prepayments, shall fully amortize the outstanding Loan Balance 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 CasualtyMajority Date.

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 In the event that the Demised Premises shall or any portion thereof should 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 an extent that Sublessee's use of the Demised Premises shall be rendered untenantable by reason of a Casualtyis substantially and adversely impaired, American, at its option, may either terminate this Sublease or diligently proceed to cause the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area repair of the Demised Premises bears damage to the total area of the Demised Premises. If American elects to repair or rebuild, for the period from the date of the Casualty to the earlier of: (i) the date the Demised Premises is made tenantable (provided, that and if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently are so damaged that Sublessee is unable to prosecute repairs occupy the Demised Premises or restorationa portion thereof during such repair or reconstruction, then the Demised Premises rental hereunder 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 appropriately abated until the Demised Premises can be occupied by Sublessee. American will notify Sublessee of American's decision as to whether to terminate this Sublease or repair the damage. Such notice from American shall specify American's estimated time period for completion of repairs, if American has chosen to repair the ordinary conduct of business damage. If such estimated period for repairs is longer than nine (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 9) months, Sublessee may, at its option, by written notice to Landlord within 10 American not later than thirty (30) days after such determination by Landlord and pending resolution American's notice, terminate this Sublease. American shall in no event be required to rebuild, repair or replace any improvements, fixtures or personal property of such disputeSublessee; provided however, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoingevent the Improvements, if by reason of any the Demised Premises or the Base Lease Premises are damaged or destroyed through the negligent or willful act or negligent or willful omission by Tenantto act of Sublessee, any subtenant or any of their respective partnersits officers, directors, officers, servants, employees, agents agents, customers, concessionaires, vendors, contractors or contractorsinvitees, Landlordthen Sublessee shall pay to American upon demand, any Superior Lessor or any Superior Mortgagee shall be unable the cost of repairing all such damage to collect all of the insurance proceeds (includingSublessee's improvements, 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 Casualtyfixtures and personal property.

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 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 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 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 and Additional 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 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, floor coverings, paneling, decorations, fixtures) made to the Premises or Building by Tenant or by Landlord at Tenant's request or for Tenant's benefit. It shall be Tenant's sole responsibility to repair and restore all such items. Notwithstanding the foregoing, (a) if there is a “Casualty”)destruction of the Building that exceeds twenty-five percent (25%) of the replacement value of the Building from any risk, then Tenantwhether or not the Premises are damaged or destroyed, or (b) if Landlord reasonably believes that the repairs and restoration cannot be completed despite reasonable efforts within ninety (90) days after the occurrence of such damage, or (c) if Landlord reasonably believes that there shall be less than two (2) years remaining in the Term (exclusive of any extension options) upon the substantial completion of such repairs and restoration, or (d) if any mortgagee or lender fails or refuses to make sufficient insurance proceeds available for repairs and restoration, or (e) if zoning or other Applicable Law does 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. All time periods provided in this Section for Landlord' s performance shall be subject to extension on account of delays in effectuating a satisfactory settlement with any insurance company involved and Force Majeure events. In the event of any damage or destruction to the Building or Premises, it shall be Tenant’s '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 or without the collection of the insurance proceeds attributable property belonging 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 its licensees from such 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 as Landlord 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 Casualtyreasonably request.

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. (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 ten percent (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 10%) of the then full replacement cost thereof, then, subject to the following provisions of this Article, Landlord shall repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance proceeds attributable to such Casualty. carried by Landlord hereunder, (b) If all by fire or part other casualty covered by insurance carried by Landlord hereunder and Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, or (c) to an extent greater than ten percent (10%) of the Demised Premises then full replacement cost thereof, then Landlord shall have the option to either (i) repair or reconstruct the same to substantially the same condition as immediately prior to such fire or other casualty, 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. 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 bears to the total area Premises, if any, which are rendered untenantable by fire or other casualty hereunder until repairs of the Demised PremisesPremises 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 Landlord for loss of the use of the whole or any part of the Premises, Tenant's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. If any portion of Rent is abated under this Article 10, Landlord shall have the option to extend the expiration date of such occupancy). Landlord’s determination this Lease for a period equal to the length of the date abated period. If the Demised Premises damage results from default or negligence of Tenant, its agents, employees, licensees or invitees, then Tenant shall not be entitled to any abatement or reduction of any Rent or other sums due hereunder and, if the cost to repair such damage is tenantable not fully covered by Landlord's insurance, such damage 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 repaired by Tenant, or at Landlord's option by Landlord, at Tenant's expense (to the extent Landlord is not reimbursed by insurance). If this Lease is terminated as provided in (c)(ii) above, all Rent shall be apportioned and paid up to the termination date. Landlord shall not be required to repair or replace any subtenant furniture, furnishings or other personal property which Tenant may be entitled to remove from the Premises or any of their respective partners, directors, officers, servants, employees, agents property constructed and installed by or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of for Tenant in 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 CasualtyPremises.

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. 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. (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. 18.1.1 If during the Term the Project or the Premises are damaged in whole or in part by an insured casualty (“Casualty''), Landlord shall notify Tenant within 45 days after Xxxxxxxx’s discovery of such Casualty as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises, as applicable (the "Restoration Period"). If the Restoration Period is estimated to exceed 12 months from the date the Casualty occurs (the "Maximum Restoration Period"), and the Casualty has rendered the Premises unfit for its intended purpose, Landlord may, in such Notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage; provided that if Landlord does not elect to terminate this Lease, then notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by Notice to Landlord delivered within thirty (30) days of receipt of a Notice from Landlord estimating that the Restoration Period for the Premises will be longer than the Maximum Restoration Period. Unless either party timely elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds or from Force Majeure. 18.1.2 Tenant shall be solely responsible, at its sole expense, for all repairs and restoration to the Premises due to Casualty not required to be performed by Landlord. Rent shall recommence once Landlord has (a) If restored the Demised Project and the Building Systems serving the Premises shall be partially or totally damaged or destroyed by fire or other casualty (eachto a commercially reasonable condition, 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 has obtained such occupancy permits as required to allow Tenant to conduct its business operations from the Premises. 18.1.3 Either Landlord or Tenant may, by giving the other party at least 90 days prior Notice, terminate this Lease prior to the commencement of any restoration activities by Landlord if the Premises are damaged during the last 18 months of the Term and Landlord reasonably estimates that it will take more than 120 days to repair such damage 18.1.4 This Section 18.1 constitutes an express agreement between Landlord and Tenant with respect to damage to all or any 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 other portion of the Demised Premises for Project, and applicable Laws with respect to damage or destruction shall have no application to this Lease; this Lease sets forth the ordinary conduct entire understanding and agreement of business (in which case the Fixed Rent and the Additional Rent allocable parties with respect 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 Casualtymatters.

Casualty. (a) If The Landlord shall obtain and maintain property casualty insurance as per the Demised Premises INSURANCE Article above, excluding any alterations, or improvements made by the Tenant. The Tenant shall be partially or totally damaged or destroyed by promptly notify the Landlord of any fire or other casualty (each, at the Premises. If 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 fire or without the collection of the insurance proceeds attributable to such Casualty. (b) If casualty destroys all or part of the Demised Premises (as determined by the Landlord's insurance company), then the Landlord's obligation to restore the Premises and the Tenant's obligation to pay Rent shall be rendered untenantable by reason determined in accordance with the terms of a Casualty, this Article. If the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall Premises can reasonably 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 restored within ninety (90) days from the date of the Casualty to casualty (as determined by 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 restorationLandlord's insurance company), then the Demised Landlord, at its own expense, shall restore the Premises, excluding any alterations, additions, or improvements made by the Tenant. If the Premises shall cannot reasonably be deemed to have been made tenantable on such earlier date and the abatement shall cease); or restored within ninety (ii90) 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 days from the date of such occupancythe casualty, then either party may terminate this Lease by giving notice to the other party within thirty (30) days from the date of the casualty. If the Lease is so terminated, then the Landlord shall not restore the Premises for the Tenant, the Tenant shall promptly vacate the Premises, and the Tenant shall only pay Base Net Rent and Additional Rent due hereunder through the date of the casualty. If this lease is not terminated, then the Landlord, at its own expense, shall restore the Premises expeditiously excluding any alterations, additions, or improvements made by the Tenant. During any restoration, if the Tenant is able to use part of the Premises (as determined by the Landlord's insurance company), then the Tenant shall pay Base Net Rent and Additional Rent for the usable part of the Premises on a pro-rata basis from the date of the casualty until the date on which the Premises are completely usable by Tenant for the use provided in this lease. Landlord’s determination If the Building is completely destroyed, then this Lease shall end 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, casualty. The Tenant shall pay Rent in accordance with not be liable to the Landlord’s determination. Notwithstanding the foregoing, if 's property casualty insurance company by reason way of subrogation or otherwise for 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 destruction of the insurance proceeds (includingPremises or the building, without limitationexcept in the case of a fire or casualty caused by the Tenant's gross negligence, rent insurance proceeds) applicable to the Casualtyintentional misconduct, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement or intentional breach 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 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 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 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.