Common use of Damage/Destruction Clause in Contracts

Damage/Destruction. (a) Subject to the termination rights set forth in Section 13(c) and Section 13(d) below, if the Premises or any portion thereof are damaged or destroyed by fire or other casualty, Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below. (b) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Option.

Damage/Destruction. SECTION 1. If at any time during the Term (ai) Subject to more than twenty-five percent (25%) of the termination rights set forth in Section 13(c) and Section 13(d) below, if the Demised Premises or any portion thereof are damaged or destroyed by fire or other casualty, Tenant will promptly give written notice thereof or (ii) any portion of the Demised Premises is so damaged or destroyed and such damage or destruction materially affects Lessee's ability to Landlordconduct normal business operations in the Demised Premises and such damage cannot reasonably be expected to be repaired within ninety (90) days, and Landlord shall, subject then Lessee may elect to terminate the conditions and limitations set forth in this Section 13 below, repair Lease by so notifying the same at Landlord’s cost as and to other within thirty (30) days after the extent provided below. (b) Subject to date of the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, specifying a date for termination that shall be not less than thirty (30) days from the cost, if any, to Landlord date of such recovery and/or of notice. If at any repair to time during the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if Term (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty thirty-five percent (5035%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair Buildings or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration 35% of the Then-Current Term, the Demised Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as (ii) any portion of the date of Building or Demised Premises is so damaged or destroyed and such damage or destruction materially affects Lessee's ability to conduct normal business operations in the Demised Premises and such damage cannot reasonably be expected to be repaired within ninety (90) days, then Lessor may elect to terminate the Lease by written notice to so notifying the other party given Lessee within thirty (30) days after such the date of the damage or destruction. For , specifying a date for termination that shall be not less than thirty (30) days from the purposes date of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereofsuch notice. If neither party elects Lessor nor Lessee so elect to terminate this Lease, Landlord or if less than thirty five percent (35%) of the Building of Demised Premises is damaged by such fire or other casualty, then Lessor shall repair, promptly commence to repair and restore the Building and rebuild the Demised Premises to their condition immediately prior to such fire or casualty except that Lessor shall not be required to repair or restore alterations and additions to the Premises made by Lessee in accordance with the provisions of Article X hereof except to the extent insurance proceeds are available therefor. Upon completion of such restoration, the Lessor shall be entitled to all insurance proceeds payable under any casualty policy maintained as required by the provisions of Article VII hereof. If existing laws do not permit the restoration, either party shall have the right to terminate this Section 13; Lease by written notice to the other party. An equitable abatement of rent shall apply commencing upon the date of any such casualty and (ii) “Then-Current Term” shall mean continue until repair or termination in accordance with the then-current Term and any Extension Period in effect as a result terms of Tenant’s exercise of its Renewal Optionthis Lease.

Damage/Destruction. SECTION 1. If at any time during the Term (ai) Subject to more than twenty-five percent (25%) of the termination rights set forth in Section 13(c) and Section 13(d) below, if the Demised Premises or any portion thereof are substantially damaged or destroyed by fire or other casualty, Tenant will promptly give written notice thereof or (ii) any portion of the Demised Premises is so damaged or destroyed and such damage or destruction materially affects Lessee's ability to Landlordconduct normal business operations in the Demised Premises and such damage cannot reasonably be expected to be repaired within ninety (90) days, and Landlord shall, subject then Lessee may elect to terminate the conditions and limitations set forth in this Section 13 below, repair Lease by so notifying the same at Landlord’s cost as and to other within thirty (30) days after the extent provided below. (b) Subject to date of the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, specifying a date for termination that shall be not less than thirty (30) days from the cost, if any, to Landlord date of such recovery and/or of notice. If at any repair to time during the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if Term (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty thirty-five percent (5035%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair Buildings or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration 35% of the Then-Current Term, the Demised Premises or a substantial portion thereof are substantially damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as (ii) any portion of the date of Buildings or Demised Premises is so damaged or destroyed and such damage or destruction materially affects Lessee's ability to conduct normal business operations in the Demised Premises and such damage cannot reasonably be expected to be repaired within ninety (90) days, then Lessor may elect to terminate the Lease by written notice to so notifying the other party given Lessee within thirty (30) days after such the date of the damage or destruction. For , specifying a date for termination that shall be not less than thirty (30) days from the purposes date of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereofsuch notice. If neither party elects Lessor nor Lessee so elect to terminate this Lease, Landlord or if less than twenty five percent (25%) of the Building or Demised Premises is substantially damaged by such fire or other casualty, then Lessor shall repair, promptly commence to repair and restore the Building and rebuild the Demised Premises to their condition immediately prior to such fire or casualty except that Lessor shall not be required to repair or restore alterations and additions to the Premises made by Lessee in accordance with the provisions of Article X hereof except to the extent insurance proceeds are available therefor. Upon completion of such restoration, the Lessor shall be entitled to all insurance proceeds payable under any casualty policy maintained as required by the provisions of Article VI hereof. If existing laws do not permit the restoration, either party shall have the right to terminate this Section 13; Lease by written notice to the other party. An equitable abatement of rent shall apply commencing upon the date of any such casualty and (ii) “Then-Current Term” shall mean continue until repair or termination in accordance with the then-current Term and any Extension Period in effect as a result terms of Tenant’s exercise of its Renewal Optionthis Lease.

Damage/Destruction. (a) Subject In the event of any casualty loss exceeding $500,000 as reasonably estimated by Tenant, Tenant shall give Landlord and Lender immediate notice thereof. Tenant shall adjust, collect by check made payable to the termination rights set forth Trustee, except as otherwise provided in Section 13(c14(b), and compromise any and all such claims, with the consent of Lender and Landlord, not to be unreasonably withheld or delayed and Landlord and Lender shall have the right to join with Tenant therein. All proceeds pertaining to, or allocable to the Leased Premises (subject to Section 14(b)) shall be paid to a Trustee which shall be a federally insured bank or other financial institution, selected by Landlord and Section 13(d) belowTenant and reasonably satisfactory to Lender (the "Trustee"). If the Leased Premises shall be covered by a Mortgage, Lender, if it so desires, shall be the Premises or any portion thereof are damaged or destroyed by fire or other casualty, Trustee. Each insurer is hereby authorized and directed upon the occurrence and during the continuance of an Event of Default to make payment under said policies directly to such Trustee instead of to Landlord and Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided belowjointly. (b) Subject All insurance proceeds received for business interruption loss and proceeds received in connection with continuation of business after an event of casualty loss (i.e., such as compensation for salaries of employees who might be displaced by such casualty and/or the resulting Restoration) shall be payable directly to Tenant and not to the Trustee. (c) In the event of any casualty (whether or not insured against) resulting in damage to the Leased Premises or any part thereof, the Term shall nevertheless continue and there shall be no abatement or reduction of Basic Rent, Additional Rent, Non-Rent Monetary Obligations or any other sums payable by Tenant hereunder. The Net Proceeds of such insurance payment shall be retained by the above-mentioned Trustee and, promptly after such casualty, Tenant shall commence and diligently continue to perform the Restoration to the Leased Premises. Upon payment to the Trustee of such Net Proceeds, the Trustee shall, to the extent available, make the Net Proceeds available to Tenant for restoration, in accordance with the provisions of Section 15. Tenant shall, whether or not the Net Proceeds are sufficient for the purpose, promptly repair or replace the Improvements as nearly as possible to their value and condition and character immediately prior to such event and otherwise in accordance with all Insurance Requirements and Legal Requirements and the provisions of this Lease (including Tenant's making any desired Alterations allowed hereunder) and the Net Proceeds of such loss shall thereupon be payable to Tenant, subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant15 hereof. (cd) Notwithstanding anything to In the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such event that any damage or destruction by written notice to the other party given within thirty (30) days after shall occur at such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises time as Tenant shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises not have maintained insurance in accordance with this Section 13; and (ii) “Then-Current Term” 13(a)(i), Tenant shall mean pay to the then-current Term and any Extension Period Trustee the amount of the proceeds that would have been payable had such insurance program been in effect as a result of Tenant’s exercise of its Renewal Option(the "Tenant Insurance Payment").

Damage/Destruction. (a) Subject In the event of any casualty loss to the termination rights set forth Leased Premises, Tenant shall give Landlord and Lender immediate notice thereof, and with the exception of repairs, reconstruction, and restoration that the Association may be obligated to perform under the Declaration, the provisions of Paragraph 14(b) below shall control. In the event of any casualty loss to any other portion of the Project, the Association shall give Landlord and Lender immediate notice thereof, and the Association shall adjust and compromise any and all such claims and repair, reconstruct and restore the affected portions of the Project in Section 13(caccordance with the Declaration and all Legal Requirements. (b) and Section 13(dIn the event of any casualty (whether or not insured against) below, if resulting in damage to the Leased Premises or any portion thereof are part thereof, the Term shall nevertheless continue and there shall be no abatement or reduction of Basic Rent, Additional Rent or any other sums payable by Tenant hereunder. With the exception of repairs, reconstruction, and restoration that the Association may be obligated to perform under the Declaration: (i) In the event of damage to less than all or substantially all of the Leased Premises, the Tenant will forthwith repair, reconstruct and restore the Leased Premises at Tenant's sole cost and expense to substantially the same condition as existed prior to the event causing such damage and otherwise in accordance with all Insurance Requirements and Legal Requirements and the provisions of this Lease and will apply the net proceeds of any insurance relating to such damage received by the Tenant to the payment or reimbursement of the costs of such repair, reconstruction and restoration. (ii) In the event all or substantially all of the Leased Premises shall be damaged or destroyed by fire or other casualtycasualty that, Tenant will promptly give written notice thereof to in Landlord's reasonable opinion, and cannot be repaired within six (6) months after the occurrence of such damage, Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below. within ninety (b90) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of days after such damage or destruction, less elect one of the cost, if any, to Landlord following two options by written notice of such recovery and/or election to Tenant: (x) The Landlord may elect to require the Tenant to repair, reconstruct and restore the Leased Premises, provided that the Tenant shall not be required to expend any funds for such purpose in excess of the proceeds of any repair insurance policies covering the casualty which occasioned the loss unless Tenant has failed to maintain insurance in the amounts required under Paragraph 13, in which event Tenant shall add to such proceeds an amount equal to the amount by which the insurance required under Paragraph 13 exceeds the amount of the insurance actually maintained. In the event Landlord elects this option, Tenant shall immediately proceed to repair, reconstruct and restore the Leased Premises for which to substantially the same condition as existed prior to the damage or destruction and otherwise in accordance with all Insurance Requirements and Legal Requirements, and Landlord is responsible, shall cause any net proceeds of insurance relating to such damage or destruction to be paid out released from time to time to the extent required Tenant upon receipt of the written request of the Tenant, specifying the expenditures made or to be made or the indebtedness incurred in connection with such repair, restore reconstruction and rebuild the Premisesrestoration and stating that such net proceeds, pursuant together with any other monies legally available for such purpose, will be sufficient to disbursement procedures established by complete such repair, reconstruction and restoration. (y) The Landlord and/or any Lender. Notwithstanding the foregoing, if (i) may elect to terminate this Lease and retain all insurance proceeds are unavailable (a) paid as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenantcasualty. (c) Notwithstanding anything to the contrary contained in this Leaseherein, if a casualty occurs during the twelve last one (121) months prior to the expiration year of the Then-Current TermTerm of this Lease and the cost of restoration of the Leased Premises would be more than fifty percent (50%) of the replacement value of the Leased Premises, the Premises or as certified by a substantial portion thereof are damaged or destroyed by fire or other casualtyregistered architect, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option right to terminate this Lease as of the date of such damage or destruction by written notice to the other party Landlord given within thirty (30) days after such damage or destructionoccurrence. For If this Lease is terminated then all insurance proceeds attributable to the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Leased Premises shall mean twenty percent (20%) or more of be paid to Landlord and Landlord alone shall have the rentable area thereof. If neither party elects right to terminate this Lease, Landlord shall repair, restore and rebuild settle any claim with the Premises in accordance insurance carrier with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Optionrespect thereto.

Damage/Destruction. (a) Subject to the termination rights set forth in Section 13(c) and Section 13(d) below, if the Premises or any portion thereof are damaged or destroyed by fire or other casualty, Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below. (b) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Option.the

Damage/Destruction. (a) Subject to In the termination rights set forth in Section 13(c) and Section 13(d) below, if the Premises or event of any portion thereof are damaged or destroyed by fire or other casualtycasualty loss exceeding $100,000, Tenant will promptly shall give Landlord immediate notice thereof. Tenant shall adjust, collect and compromise any and all such claims, with the prior written notice thereof consent of Landlord, not to Landlordbe unreasonably withheld or delayed, and Landlord shallshall have the right to join with Tenant therein. If the estimated cost of Restoration or repair shall be Five Hundred Thousand Dollars ($500,000.00) or less all proceeds of any insurance required under Paragraph 13(a) shall be payable to Tenant, subject provided that Tenant at such time shall have a tangible net worth of not less than Two Hundred Million Dollars ($200,000,000.00) as determined in accordance with generally accepted accounting principles, consistently applied and in all other events all proceeds shall be paid to a Trustee which shall be a federally insured bank or other financial institution, selected by Landlord and Tenant (the conditions “Trustee”). If the Leased Premises shall be covered by a Mortgage, Lender, if it so desires, shall be the Trustee. Each insurer is hereby authorized and limitations directed to make payment under said policies directly to such Trustee instead of to Landlord and Tenant jointly; and Tenant hereby appoints such Trustee as Tenant’s attorney-in-fact to endorse any draft therefor for the purposes set forth in this Section 13 belowLease after approval by Tenant of such Trustee, repair the same at Landlord’s cost as and if Trustee is other than Lender, such approval not to the extent provided belowbe unreasonably withheld or delayed. (b) Subject In the event of any casualty (whether or not insured against) resulting in damage to the Leased Premises or any part thereof, the Term shall nevertheless continue and there shall be no abatement or reduction of Basic Rent, Additional Rent or any other sums payable by Tenant hereunder. The Net Proceeds of such insurance payment shall be retained by the above-mentioned Trustee and, promptly after such casualty, Tenant shall commence and diligently continue to perform the Restoration to the Leased Premises. Upon payment to the Trustee of such Net Proceeds, the Trustee shall, to the extent available, make the Net Proceeds available to Tenant for restoration, in accordance with the provisions of Paragraph 15. Tenant shall, whether or not the Net Proceeds are sufficient for the purpose, promptly repair or replace the Improvements as nearly as possible to their value and condition and character immediately prior to such event and otherwise in accordance with all Insurance Requirements and Legal Requirements and the provisions of this Lease (including Tenant’s making any desired Alterations allowed hereunder) and the Net Proceeds of such loss shall thereupon be payable to Tenant, subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less Paragraph 15 hereof. In the cost, if any, to Landlord of such recovery and/or of event that any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice shall occur at such time as Tenant shall self-insure, Tenant shall pay to the other party given within thirty (30) days after such damage or destruction. For Trustee the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” amount of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Thenproceeds that would have been payable had self-Current Term” shall mean the then-current Term and any Extension Period insurance program not been in effect as a result of Tenant’s exercise of its Renewal Option(the “Tenant Insurance Payment”).

Damage/Destruction. (a) Subject to If the termination rights set forth in Section 13(c) and Section 13(d) below, if the Demised Premises or any portion thereof the building where the Demised Premises are located should be damaged or destroyed during the term by fire or other casualtyinsured casualty without the fault of Tenant, Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 belowtime that elapses due to adjustment of fire insurance, repair and/or restore the same at Landlord’s cost as and to substantially the extent provided below. (b) Subject condition it was in immediately prior to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less except as in this Article provided. Landlord's obligation under this Article shall in no event exceed the costscope of the work required to be done by Landlord in the original construction of the building. Landlord shall not be required to, if anybut Landlord shall with due dispatch, to replace or restore forthwith any trade fixtures, signs or other installations theretofore installed by tenant. All Rent and Additional Rent payable under this Lease, shall be equitably abated. Such abatement shall continue for the period commencing with such damage or destruction and ending with the completion by the Landlord of such recovery work of repair and/or of any repair to the Premises for which reconstruction as Landlord is responsibleobligated to do. If, however, the Demised Premises or the building containing it or the other buildings in the Office Park should be damaged or destroyed by any cause so that the Landlord shall be paid out from time decide to time demolish or to the extent required to repair, restore and completely rebuild the PremisesDemised Premises or the building containing it or the other damaged buildings in the Office Park, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoingmay, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence such damage or destruction give Tenant written notice of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate decision and thereupon this Lease shall be deemed to have terminated as of the date of such the damage or destruction by written notice and Tenant shall immediately quit and surrender the Demised Premises to Landlord. If damage to the other party given within thirty (Demised Premises exceeds 30) days after such damage % thereof during the last two years, either Landlord or destruction. For the purposes of this Section 13 and Section 14 of Tenant may cancel this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Option.

Damage/Destruction. (a) Subject to If the termination rights set forth in Section 13(c) and Section 13(d) below, if Building or the Premises or any portion thereof parking area are damaged or destroyed by fire or any other casualty, Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject cause: (i) If repair or restoration is possible within the amount of the insurance proceeds payable to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below. (b) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the costLandlord will restore the Building and the parking area at the Landlord's expense, if any, to Landlord beginning and prosecuting such restoration until completion with reasonable promptness and diligence. The proceeds of such recovery and/or of any repair the Tenant's casualty policy shall be made available (to the Landlord) as necessary to repair or restore the Building and the parking area. To the extent that the Tenant's use and enjoyment of the Premises for which Landlord is responsibleor the parking area are materially affected by such damage or destruction, the Base Rent and Additional Rent otherwise payable by the Tenant during the period of repair and restoration shall be paid out from time to time to equitably reduced. (ii) If repair or restoration is not possible within the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all amount of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result payable on account of such damagedamage or destruction, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after Agreement and the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to term hereby granted will terminate this Lease and expire as of the date of such damage or destruction by written and the Base Rent and any Additional Rent will be apportioned as of the date of such damage or destruction. (b) In the event that the Landlord determines not to repair or restore following damage to or destruction of the Building, the Landlord shall provide notice to the other party given Tenant as soon as reasonably practicable after such determination is made, provided, however, that the Tenant shall have the right to elect to terminate this Lease if the Landlord has not provided written notice of the Landlord's election to either repair or restore or not repair or restore within ninety (90) days after the damage or destruction occurs. The Tenant shall have 60 days from its receipt of the notice to exercise the option described in Section 20.01; the purchase price shall be as set forth in Section 20.01. In the event that the Landlord elects not to repair or restore and the Tenant elects to exercise its option to purchase pursuant to Section 20.01, then the Tenant shall be entitled to the proceeds of any casualty insurance proceeds related to the damage or destruction. If the Landlord is unable to restore the Premises within one hundred twenty (120) days from the date of casualty, Tenant shall have the option to terminate the Lease upon thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Optionnotice.

Damage/Destruction. It is agreed between the Landlord and the Tenant that: (a) Subject In the event of damage to the termination rights set forth in Section 13(c) Lands and Section 13(d) belowBuilding or to any part thereof, if the damage is such that the Demised Premises or any portion substantial part thereof is rendered not reasonably capable of use and occupancy by the Tenant for the purposes of its business for any period of time in excess of 10 days, then: (i) unless the damage was caused by the fault or negligence of the Tenant or its employees, agents, invitees or others under its control, from the date of occurrence of the damage and until the Demised Premises are again reasonably capable for use and occupancy as aforesaid, the Basic Rent payable pursuant to this Lease shall abatx xxxm time to time in proportion to the part or parts of the Demised Premises not reasonably capable of such use and occupancy; and (ii) unless this Lease is terminated as hereinafter provided, the Landlord or the Tenant as the case may be (according to the nature of the damage and their respective obligations to repair as provided herein) shall repair such damage with all reasonable diligence, but to the extent that any part of the Demised Premises is not reasonably capable of such use and occupancy by reason of damage which the Tenant would otherwise be entitled hereunder shall not extend later than the time by which, in the reasonable opinion of the Landlord, repairs by the Tenant ought to have been completed with reasonable diligence; and (b) If the Demised Premises are substantially damaged or destroyed by fire any cause and if in the reasonable opinion of the Landlord given in writing within 30 days of the occurrence the damage cannot reasonably be repaired within 180 days after the occurrence thereof, then at the option of the Landlord or the Tenant, this Lease shall terminate, in which event neither the Landlord nor the Tenant shall be bound to repair as provided herein, and the Tenant shall instead deliver up possession of the Demised Premises to the Landlord with reasonable expedition and Rent shall be apportioned and paid to the date of the occurrence; and (c) If the premises whether of the Tenant or other casualtylessees of the Lands and Building comprising in the aggregate half or more of the total number of square feet of rentable area in the Building (as determined by the Landlord) or portions of the Building which affect access or services essential thereto, are substantially damaged or destroyed by any cause and if in the reasonable opinion of the Landlord the damage cannot reasonably be repaired within 180 days after the occurrence thereof, the Landlord or the Tenant will promptly give may, by written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair other given within 30 days after the same at Landlord’s cost as and to the extent provided below. (b) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account occurrence of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, in which event neither the Landlord nor the Tenant shall repairbe bound to repair as provided herein and the Tenant shall instead deliver up possession of the Demised Premises to the Landlord with reasonable expedition but in any event within 60 days after delivery of such notice of termination, restore and rebuild Rent shall be apportioned and paid to the Premises in accordance with this Section 13; and date upon which possession is so delivered up (ii) “Then-Current Term” shall mean but subject to any abatement to which the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal OptionTenant may be entitled to herein.

Damage/Destruction. (a) Subject to If the termination rights set forth in Section 13(c) and Section 13(d) below, if the Subleased Premises or any portion thereof are shall be damaged or destroyed by fire or other casualtycasualty or be condemned or taken in any manner for a public or quasi-public use, Tenant will promptly give written notice thereof to Subtenant agrees that it shall be the obligation of the Prime Landlord, and Landlord shall, subject to not of the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below. (b) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required Sublessor to repair, restore and or rebuild the Subleased Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (condition which exists on the date hereof. i) insurance proceeds are unavailable (a) as a result If the entire Subleased Premises shall be rendered untenantable by reason of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord the Subleased Rent and any additional rent shall have abatx xxx the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of period from the date of such damage to the date when such damage shall have been repaired, and if only a part of the Subleased Premises shall be so rendered untenantable, the Subleased Rent and any additional rent shall abatx xxx such period in the proportion in which the area of the part of the Subleased Premises so rendered untenantable bears to the total area of the Subleased Premises. However, if, prior to the date when all of such damage shall have been repaired, any part of the Subleased Premises so damaged shall be rendered tenantable and shall be used or destruction occupied by written notice Subtenant or any 58 60 person or persons claiming through or under Subtenant, then the amount by which the Subleased Rent and any additional rent shall abatx xxxll be equitably apportioned for the period from the date of any such use or occupancy to the date when all such damage shall have been repaired. Subtenant hereby expressly waives the provisions of Section 227 of the New York Real Property Law, and of any successor law of like import then in force, and Subtenant agrees that the provisions of this Article shall govern and control in lieu hereof. j) If the Prime Lease shall be terminated by either party thereto pursuant to Section 22.03 thereof, this Sublease shall terminate on and as of the same date, without any liability of either party to the other on account thereof. k) If the Prime Lease shall terminate or be terminated (by either party given within thirty (30thereto) days after such damage pursuant to Section 23.01 or destruction. For the purposes of 23.02 thereof, this Section 13 Sublease shall terminate on and Section 14 of this Lease, a (i) “substantial portion” as of the Premises shall mean twenty percent (20%) or more same date, without liability of either party to the rentable area other on account thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Option.

Damage/Destruction. 14.1 In the event of any damage to or destruction of the Premises by fire, the elements or other casualty during the Term (aa “Casualty”), Tenant shall give Landlord and Lender, if any, prompt written notice thereof. Tenant shall adjust, collect and compromise any and all claims covered by insurance. 14.2 In the event of any such Casualty (whether or not insured against) Subject the Term shall continue and there shall be no abatement or reduction of Base Rent, Additional Rent or of any other sums payable by Tenant hereunder. 14.3 All proceeds of any insurance required to be carried hereunder less any and all expenses of Landlord or Lender in collecting such proceeds, if any (the termination rights set forth “Net Proceeds”) shall be delivered to Tenant to apply in accordance with the terms of this Lease if (i) the estimated cost of restoring or repairing the Premises to as nearly as possible to its value, condition, character, utility and useful life immediately before such Condemnation or Casualty, but in any event assuming the Premises have been maintained in accordance with the requirements of Section 13(c10 (such restoration or repair of the Premises, whether in connection with a Condemnation or a Casualty, as the context requires, herein called a “Restoration”), shall be the C&C Threshold Repair Amount or less, (ii) no Event of Default or Disqualifying Default (as hereinafter defined) has occurred and is continuing, and (iii) the long-term unsecured debt of Tenant is rated at least BBB by Standard & Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc. (“S&P”) and Section 13(dat least Baa2 by Xxxxx’x Investors Service, Inc. (“Moody’s”) below, if (the Premises or any portion thereof are damaged or destroyed by fire “Minimum Rating”). In all other events the Net Proceeds shall be delivered to a trustee which shall be a federally insured bank or other casualtyfinancial institution, selected by Landlord and Tenant will promptly give written notice thereof and reasonably satisfactory to Landlord, Lender (the “Trustee”) to be held and Landlord shall, subject to the conditions and limitations set forth disbursed in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below. (b) Subject to accordance with the provisions of Section 13(f) below14.5; provided, all insurance proceeds recovered by however, that if at the time of the delivery of the Net Proceeds a Mortgage is in existence, the Lender or the servicer of the Loan may act as Trustee without the consent of either Landlord on account of such damage or destructionTenant. As used herein, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, a “Disqualifying Default” shall be paid out from time to time to the extent required to repair, restore mean and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if include (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s uncured failure to maintain the insurance coverage required make any payment of Base Rent when due hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and occurrence of any Extension Period event or condition described in effect as a result subparts (vi) or (vii) of Tenant’s exercise Section 23.1 hereof without regard to any notice or lapse of its Renewal Option.time set forth in such subparts which may be required for such events or conditions to mature into an Event of Default

Damage/Destruction. (a) Subject Tenant shall give Landlord immediate notice of any casualty loss. Tenant shall adjust, collect and compromise any and all claims, with the consent of Landlord and Landlord's mortgagee or trust deed holder ("Lender"), such consent not to the termination rights set forth in Section 13(c) and Section 13(d) below, if the Premises be unreasonably withheld or any portion thereof are damaged or destroyed by fire or other casualty, Tenant will promptly give written notice thereof to Landlorddelayed, and Landlord shalland Lender shall have the right to join with Tenant therein. All proceeds of any insurance shall be payable to a Trustee which shall be as federally insured bank or other financial institution, subject selected by Landlord and Tenant and reasonably satisfactory to Lender (the conditions "Trustee"). If the Premises shall be covered by a mortgage, Lender, if it so desires, shall be the Trustee. Each insurer is hereby authorized and limitations directed to make payment under said policies directly to such Trustee instead of to Landlord and Tenant jointly; and Tenant hereby appoints such Trustee as Tenant's attorney-in-fact to endorse any draft therefor for the purposes set forth in this Section 13 belowLease after approval by Tenant of such Trustee, repair the same at Landlord’s cost as and to the extent provided belowif Trustee is other than Lender. (b) Subject In the event of any casualty (whether or not insured against) resulting in damage to the Premises or any part thereof, the Term shall nevertheless continue and there shall be no abatement or reduction of Minimum Annual Rental, Additional Rent or any other sums payable by Tenant hereunder. The entire proceeds paid as a result of any property casualty payable under insurance required under Article 12, less any actual and reasonable expenses incurred by Landlord or Tenant in collecting such proceeds ("Net Proceeds") of such insurance payment shall be retained by the above-mentioned Trustee and, promptly after such casualty and receipt of the Net Proceeds by the Trustee, Tenant shall commence and diligently continue to perform the restoration to the Premises. Upon payment to Trustee of such Net Proceeds, the Trustee shall, to the extent available, make the Net Proceeds available to Tenant for restoration, in accordance with the provisions of Section 18.2. Tenant shall to the extent of available insurance proceeds promptly complete restoration of the Premises as nearly as possible to their value, condition and character immediately prior to such damage ("Restoration")(including Tenant's making any desired Alterations allowed hereunder) and the Net Proceeds of such loss shall thereupon be payable to Tenant, subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant18.2 hereof. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Option.

Damage/Destruction. 14.1 In the event of any damage to or destruction of the Premises by fire, the elements or other casualty during the Term (aa “Casualty”), Tenant shall give Landlord and Lender, if any, prompt written notice thereof. Tenant shall adjust, collect and compromise any and all claims covered by insurance. 14.2 In the event of any such Casualty (whether or not insured against) Subject the Term shall continue and there shall be no abatement or reduction of Base Rent, Additional Rent or of any other sums payable by Tenant hereunder. 14.3 All proceeds of any insurance required to be carried hereunder less any and all expenses of Landlord or Lender in collecting such proceeds, if any (the termination rights set forth “Net Proceeds”) shall be delivered to Tenant to apply in accordance with the terms of this Lease if (i) the estimated cost of restoring or repairing the Premises to as nearly as possible to its value, condition, character, utility and useful life immediately before such Condemnation or Casualty, but in any event assuming the Premises have been maintained in accordance with the requirements of Section 13(c10 (such restoration or repair of the Premises, whether in connection with a Condemnation or a Casualty, as the context requires, herein called a “Restoration”), shall be the C&C Threshold Repair Amount or less, (ii) no Event of Default or Disqualifying Default (as hereinafter defined) has occurred and is continuing, and (iii) the long-term unsecured debt of Tenant is rated at least BBB by Standard & Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc. (“S&P”) and Section 13(dat least Baa2 by Mxxxx’x Investors Service, Inc. (“Moody’s”) below, if (the Premises or any portion thereof are damaged or destroyed by fire “Minimum Rating”). In all other events the Net Proceeds shall be delivered to a trustee which shall be a federally insured bank or other casualtyfinancial institution, selected by Landlord and Tenant will promptly give written notice thereof and reasonably satisfactory to Landlord, Lender (the “Trustee”) to be held and Landlord shall, subject to the conditions and limitations set forth disbursed in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below. (b) Subject to accordance with the provisions of Section 13(f) below14.5; provided, all insurance proceeds recovered by however, that if at the time of the delivery of the Net Proceeds a Mortgage is in existence, the Lender or the servicer of the Loan may act as Trustee without the consent of either Landlord on account of such damage or destructionTenant. As used herein, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, a “Disqualifying Default” shall be paid out from time to time to the extent required to repair, restore mean and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if include (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s uncured failure to maintain the insurance coverage required make any payment of Base Rent when due hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and occurrence of any Extension Period event or condition described in effect as a result subparts (vi) or (vii) of Tenant’s exercise Section 23.1 hereof without regard to any notice or lapse of its Renewal Option.time set forth in such subparts which may be required for such events or conditions to mature into an Event of Default

Damage/Destruction. Section 5.1. thirty (30) days after said receipt), but in all events, not more than three (3) months after the occurrence of the damage, and the rent until such repairs shall be made shall be apportioned according to the part of the Demised Premises which is usable by Tenant. Notwithstanding anything to the contrary herein, in the event the Demised Premises are substantially damaged by fire or other causes so that the Demised Premises cannot be operated by Tenant, then the rent and additional rent (except taxes) shall be fully abated until (a) Subject Landlord completes repairs to the termination rights Demised Premises and same may be lawfully occupied by Tenant for the purposes set forth in Section 13(c3.1 hereof, and (b) and Section 13(dthe earlier of the date Tenant opens for business or thirty (30) below, if the Premises days after (a) occurs. Tenant acknowledges that Landlord is not obligated to carry insurance on Tenant's furniture and/or furnishings or any portion thereof fixtures or equipment, improvements, alterations or appurtenances owned, made or installed by Tenant, and agrees that Landlord is not obligated to repair any damages thereto or replace the same. Landlord's obligation to repair and restore the Demised Premises is limited to the condition of the Demised Premises as it was immediately preceding the damage. No penalty shall accrue for unavoidable delays, or any other cause beyond Landlord's control; provided, Landlord uses due diligence to complete the required repairs. Notwithstanding anything to the contrary herein, in the event the premises are substantially damaged or destroyed by fire or other casualtycause during the last two (2) years of the initial or any extended term, Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below. (b) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall each have the right, at its sole option, right to terminate this Lease by giving written notice of termination to Tenant within sixty thirty (6030) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of its election to terminate this Lease, a (i) “substantial portion” and thereupon the term of this Lease shall expire upon the date set forth in said notice, and Tenant shall surrender possession of the Demised Premises to Landlord on or before said date, and the rent and additional rent shall mean twenty percent (20%) or more of the rentable area thereofbe apportioned and paid to said date. If neither party elects to terminate this Lease, then Rent shall abate until the Demised Premises are restored. Sectixx 0.2. If fifty percent (50%) or more of the gross leasable area of the Shopping Center shall be damaged or destroyed by fire or other cause, Landlord and Tenant shall repaireach have the right, restore to be exercised by giving written notice to the other, within sixty (60) days after said occurrence to elect to cancel and rebuild terminate this Lease. Upon the giving of such notice, the Lease term hereof shall expire upon the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Demised Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean surrender the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Optionsame to Landlord.

Damage/Destruction. if the Demised Premises shall be damaged by fire or other cause, the damage shall be repaired by, and at the expense of, Landlord promptly and with due diligence after Landlord receives the insurance proceeds, but in all events, not more than six (6) months after the occurrence of the damage, and the rent until such repairs shall be made shall be apportioned according to the part of the Demised Premises which is usable by Tenant. Notwithstanding anything to the contrary herein, in the event the Demised Premises ate substantially damaged by fire or other causes so that the Demised Premises cannot be operated by Tenant, then the rent and additional rent (except taxes) shall be fully abated until (a) Subject Landlord completes repairs to the termination rights Demised Premises and same may be lawfully occupied by Tenant for the purposes set forth in Section 13(c3.1 hereof, and (b) and Section 13(dthe earlier of the date Tenant opens for business or .thirty (30) below, if the Premises days after (a) occurs. Tenant acknowledges that Landlord is not obligated to carry insurance on Tenant's furniture and/or furnishings or any portion thereof fixtures or equipment, improvements, alterations or appurtenances owned, made or installed by Tenant, and agrees that Landlord is not obligated to repair any damages thereto or replace the sane. Landlord's obligation to repair and restore the Demised Premises is limited to the condition of the Demised Premises as it was immediately preceeding the damage. No penalty shall accrue for unavoidable delays, or any other cause beyond Landlord's control; provided, Landlord uses due diligence to complete the required repairs. Notwithstanding anything to the contrary herein, in the event the premises are substantially damaged or destroyed by fire or other casualtycause during the last two (2) years of the initial or extended term, Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below. (b) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall each have the right, at its sole option, right to terminate this Lease by giving written notice of termination to Tenant within sixty thirty (6030) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects its election to terminate this Lease, and thereupon the term of this Lease shall expire upon the date set forth in said notice, and Tenant shall surrender possession of the Demised Premises to Landlord on or before said date, and the rent and additional rent shall repair, restore be apportioned and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Optionpaid to said date.

Damage/Destruction. 14.1 In the event of any damage to or destruction of the Premises by fire, the elements or other casualty during the Term (aa “Casualty”), Tenant shall give Landlord and Lender, if any, prompt written notice thereof. Tenant shall adjust, collect and compromise any and all claims covered by insurance. 14.2 In the event of any such Casualty (whether or not insured against) Subject the Term shall continue and there shall be no abatement or reduction of Base Rent, Additional Rent or of any other sums payable by Tenant hereunder. 14.3 All proceeds of any insurance required to be carried hereunder less any and all expenses of Landlord or Lender in collecting such proceeds, if any (the termination rights set forth “Net Proceeds”) shall be delivered to Tenant to apply in accordance with the terms of this Lease if (i) the estimated cost of restoring or repairing the Premises to as nearly as possible to its value, condition, character, utility and useful life immediately before such Condemnation or Casualty, but in any event assuming the Premises have been maintained in accordance with the requirements of Section 13(c10 (such restoration or repair of the Premises, whether in connection with a Condemnation or a Casualty, as the context requires, herein called a “Restoration”), shall be the C&C Threshold Repair Amount or less, (ii) no Event of Default or Disqualifying Default (as hereinafter defined) has occurred and is continuing, and (iii) the long-term unsecured debt of Tenant is rated at least BBB by Standard & Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc. (“S&P”) and Section 13(dat least Baa2 by Mxxxx’x Investors Service, Inc. (“Moody’s”) below, if (the Premises or any portion thereof are damaged or destroyed by fire “Minimum Rating”). In all other events the Net Proceeds shall be delivered to a trustee which shall be a federally insured bank or other casualtyfinancial institution, selected by Landlord and Tenant will promptly give written notice thereof and reasonably satisfactory to Landlord, Lender (the “Trustee”) to be held and Landlord shall, subject to the conditions and limitations set forth disbursed in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below. (b) Subject to accordance with the provisions of Section 13(f) below14.5; provided, all insurance proceeds recovered by however, that if at the time of the delivery of the Net Proceeds a Mortgage is in existence, the Lender or the servicer of the Loan may act as Trustee without the consent of either Landlord on account of such damage or destructionTenant. As used herein, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, a “Disqualifying Default” shall be paid out from time to time to the extent required to repair, restore mean and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if include (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s uncured failure to maintain the insurance coverage required make any payment of Base Rent when due hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and occurrence of any Extension Period event or condition described in effect as a result subparts (vi) or (vii) of Tenant’s exercise Section 23.1 hereof without regard to any notice or lapse of its Renewal Optiontime set forth in such subparts which may be required for such events or conditions to mature into an Event of Default.

Damage/Destruction. (a) Subject to the termination rights set forth in Section 13(c) and Section 13(d) below, if the Premises or Notwithstanding any portion thereof are damaged or destroyed by fire or other casualty, Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in provision of this Section 13 below31, repair the same at rights and obligations of the Landlord shall be governed by the Lease in connection with any event relating to "Damage and/or Destruction of the Premises" and the provisions of the balance of this Section 31 shall not terminate, modify or affect the Landlord’s cost 's rights and obligations as and to specified in the extent provided belowLease. (b) Subject If, before the Delivery Date, the Demised Premises is destroyed or so damaged by any cause so as to the provisions of Section 13(f) belowbe unfit, all insurance proceeds recovered by in whole or in part, for occupancy and Landlord on account of such damage elects not to repair or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding Article XII, Paragraph 2 of the foregoingLease, if then this Assignment (including without limitation Paragraph 1(b) above) shall terminate and Assignee, Assignor and Lesco shall have no further rights or obligations hereunder except as expressly set forth herein. (c) If, before the Delivery Date: (i) insurance proceeds are unavailable (a) the Demised Premises is destroyed or so damaged by any cause so as a result of a casualty of a type not required to be insured against by unfit, in whole or in part, for occupancy and such destruction or damage cannot in Landlord's reasonable opinion be substantially repaired within twelve (12) months from the happening thereof but Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender elects to utilize substantially all of the insurance proceeds to repay a Loan, repair or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damagerebuild, then Landlord Assignee shall have the right, at for a period of up to fifteen (15) days following receipt of notice from Landlord of its sole optionelection to rebuild, to terminate this Lease Assignment, including, without limitation, Section 1(b) above ("Termination Rights"), and Assignee, Assignor and Lesco shall have no further rights or obligations hereunder. Notwithstanding any provision herein or the Escrow Agreement to the contrary, upon any such termination under this Section 31, Assignee shall be entitled to payment or reimbursement from the Escrowed Sum for all costs and expenses and liabilities paid or incurred by giving written notice or on behalf of Assignee prior to the effective date of termination and which are eligible for reimbursement in accordance with the provisions of Section 19 and the Escrow Agreement, with the remaining balance of the Escrowed Sum to Tenant within sixty be disbursed to Assignor and/or Lesco. (60ii) days after In the occurrence of such damage. If Landlord repairs the Premises event that Assignee opts not to terminate this Assignment and Assumption Agreement as provided in Section (c)(i) above, the terms and conditions of this Assignment and the indemnity provisions of Section 131(b) shall continue in full force and effect; provided, Landlord however, that in no event shall not Assignor and/or Lesco be required to repair liable for any costs or restore any trade fixtures, furnishings, equipment or personal property expenses that Assignee incurs more than fifteen (15) months after the date of Tenant. (cthe event(s) Notwithstanding anything giving rise to the contrary contained in Termination Right. To the extent that rent is abated during this Leasetime, if during Assignor and Lesco shall be entitled to the twelve (12) months prior to benefit of the abatement. Any losses incurred by Assignee following the expiration of the Then15-Current Termmonth period will be covered under Assignee's business interruption coverage. (iii) The parties recognize that if the Demised Premises are destroyed or damaged in close proximity to the Delivery Date, the Premises Delivery Date may occur before Landlord has made his decision(s) about rebuilding/repairing the Demised Premises. In such event, the parties agree that if Assignee is the tenant at the time a decision or a substantial portion thereof are damaged or destroyed election is required by fire or other casualtytenant under the Lease, either Tenant orAssignee shall be entitled to exercise the tenant's right under Lease. In this event, unless Tenant has elected, or then the following will apply: (a) If Assignee elects to exercise at a Renewal Option to extend terminate the Then-Current TermLease, Landlord then this Assignment (including, without limitation, Section 1(b)) shall terminate immediately and Assignee, Assignor and Lesco shall have no further rights or obligations hereunder. Notwithstanding any provision herein or the option Escrow Agreement to the contrary, upon any such termination under this Section 31, Assignee shall be entitled to payment or reimbursement from the Escrowed Sum for all costs and expenses and liabilities paid or incurred by or on behalf of Assignee prior to the effective date of termination and which are eligible for reimbursement in accordance with the provisions of Section 19 and the Escrow Agreement, with the remaining balance of the Escrowed Sum to be disbursed to Assignor and/or Lesco. (b) If Assignee elects not to terminate the Lease, then the terms and conditions of this Lease as Assignment and the indemnity provisions of Section 1(b) shall continue in full force and effect; provided, however, that in no event shall Assignor and/or Lesco be liable for any costs or expenses that Assignee incurs more than fifteen (15) months after the date of such damage or destruction by written notice the event(s) giving rise to the other party given within thirty Termination Right. To the extent that rent is abated during this time, Assignor and Lesco shall be entitled to the benefit of the abatement. Any losses incurred by Assignee following the expiration of the 15-month period will be covered under Assignee's business interruption coverage. As it relates to this Section 31, Assignee, Lesco and Assignor represent, warrant and specifically reaffirm their commitment in Section 2(b) that Assignee will perform no construction in the Demised Premises prior to the Delivery Date without the written consent of Assignor, Lesco and Landlord. (30d) days after If, before the Delivery Date, the Demised Premises is destroyed or so damaged by any cause so as to be unfit, in whole or in part, for occupancy and Landlord elects to repair or rebuild pursuant to Article XII, Section 1 of the Lease, but such damage or destruction. For repairs/rebuilding are not substantially complete by the purposes Delivery Date, then the terms and condition of this Assignment and the indemnity provisions of Section 13 1(b) shall continue in full force and Section 14 of this Leaseeffect; provided, a however, that in no event shall Assignor and/or Lesco be liable for any costs or expenses that Assignee incurs more than fifteen (i15) “substantial portion” months after the date of the Premises event(s) giving rise to the Termination Right. To the extent that rent is abated during this time, Assignor and Lesco shall mean twenty percent (20%) or more be entitled to the benefit of the rentable area thereofabatement. Any losses incurred by Assignee following the expiration of the 15-month period will be covered under Assignee's business interruption coverage. (e) If neither party repairs/rebuilding are substantially complete by the Delivery Date, then Assignee shall have no remedy against Assignor or Lesco. (f) If, before the Delivery Date, the FF&E is destroyed, Assignee's only remedy against Assignor and Lesco shall be a refund of the amount paid by Assignee, prorated for any usable FF&E that Assignee, in its sole discretion, elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Optionkeep.

Damage/Destruction. 14.1 In the event of any damage to or destruction of the Premises by fire, the elements or other casualty during the Term (a “Casualty”), Tenant shall give Landlord and Lender, if any, prompt written notice thereof. Tenant shall adjust, collect and compromise any and all claims covered by insurance. 14.2 In the event of any such Casualty (whether or not insured against) the Term shall continue and there shall be no abatement or reduction of Base Rent, Additional Rent or of any other sums payable by Tenant hereunder. 14.3 All proceeds of any insurance required to be carried hereunder, less any and all expenses of Landlord or Lender in collecting such proceeds, if any (the “Net Proceeds”), shall be delivered to Tenant to apply in accordance with the terms of this Lease if (a) Subject to the termination rights set forth in Section 13(c) and Section 13(d) below, if estimated cost of restoring or repairing the Premises as nearly as possible to its value, condition, character, utility and useful life immediately before such Condemnation or Casualty, but in any portion thereof are damaged event assuming the Premises have been maintained in accordance with the requirements of Section 10 (such restoration or destroyed by fire repair of the Premises, whether in connection with a Condemnation or other casualtya Casualty, Tenant will promptly give written notice thereof to Landlordas the context requires, herein called a “Restoration”), shall be the C&C Threshold Repair Amount or less; and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below. (b) Subject no Event of Default or Disqualifying Default (as hereinafter defined) has occurred and is continuing. In all other events, the Net Proceeds shall be delivered to a trustee, which shall be a federally insured bank or other financial institution, selected by Landlord and Tenant and reasonably satisfactory to Lender (the “Trustee”) to be held and disbursed in accordance with the provisions of Section 13(f) below14.5; provided, all insurance proceeds recovered by however, that if at the time of the delivery of the Net Proceeds a Mortgage is in existence, the Lender or the servicer of the Loan may act as Trustee without the consent of either Landlord on account of such damage or destructionTenant. As used herein, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, a “Disqualifying Default” shall be paid out from time to time to the extent required to repair, restore mean and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if include (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s uncured failure to maintain the insurance coverage required make any payment of Base Rent when due hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and occurrence of any Extension Period event or condition described in effect as a result subparts (h) or (i) of Tenant’s exercise Section 23.1 hereof without regard to any notice or lapse of its Renewal Option.time set forth in such subparts which may be required for such events or conditions to mature into an Event of Default

Damage/Destruction. (a) Subject In the event of any damage to or destruction of the termination rights set forth in Section 13(c) Premises by fire, flood or other casualty during the Term (a "Casualty"), Tenant shall give Landlord and Section 13(d) belowLender, if the Premises or applicable, prompt written notice thereof. Tenant shall adjust, collect and compromise any portion thereof are damaged or destroyed and all claims covered by fire or other casualtyinsurance. Thereafter, Tenant will shall promptly give written notice thereof send Landlord copies of all material notices, correspondence and pleadings given or received by Tenant relating to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided belowany such Casualty. (b) Subject to In the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or event of any repair such Casualty (whether or not insured against), the Term shall continue, and there shall be no abatement or reduction of Fixed Rent, Additional Rent or of any other sums payable by Tenant hereunder. (c) Following any Casualty, Tenant shall take reasonable steps to ensure that the Premises for which Landlord is responsible, are secure and do not pose any risk or harm to any persons or to any adjoining property. Tenant shall be paid out from time repair and restore the Premises as nearly as possible to time at least a condition as required by Section 11 and subject to the extent required to repair, restore and rebuild Section 18 (such restoration or repair of the Premises, pursuant to disbursement procedures established whether in connection with a Condemnation or a Casualty, as the context requires, herein called a "Restoration") in accordance with all Laws and all other terms of this Lease. (d) Tenant waives the benefit of any Law that provides Tenant any abatement or termination rights by Landlord and/or any Lendervirtue of a Casualty. Notwithstanding To the foregoing, if extent that (i) insurance proceeds termination rights by virtue of a Casualty are unavailable unwaivable under Laws and (aii) this Lease is terminated as a result of a casualty of a type not required to be insured against by Landlord under the terms of this LeaseCasualty, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required Tenant's obligation to repair or and restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial damaged portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises pursuant to Section 14(c) above shall mean twenty percent (20%) or more expressly survive any such termination, and Tenant, its agents and contractors have the right of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild entry upon the Premises in accordance with this Section 13; to conduct such repair and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal OptionRestoration.

Damage/Destruction. (a) Subject to In the termination rights set forth in Section 13(c) and Section 13(d) below, if the Premises or event of any portion thereof are damaged or destroyed by fire or other casualtycasualty loss exceeding Ten Thousand Dollars ($10,000.00), Tenant will promptly shall give written Landlord and Lender immediate notice thereof thereof. Tenant shall adjust, collect and compromise any and all such claims, with the consent of Lender and Landlord, not to Landlordbe unreasonably withheld or delayed, and Landlord shalland Lender shall have the right to join with Tenant therein. All proceeds of any insurance shall be paid to a Trustee which shall be a federally insured bank or other financial institution, subject selected by Landlord and Tenant and reasonably satisfactory to Lender (the conditions "Trustee"). If the Premises shall be covered by a Mortgage, Lender, if it so desires, shall be the Trustee. Each insurer is hereby authorized and limitations directed to make payment under said policies directly to such Trustee instead of to Landlord and Tenant jointly, and Tenant hereby appoints such Trustee as Tenant's attorney-in-fact to endorse any draft therefor for the purposes set forth in this Section 13 belowLease after approval by Tenant of such Trustee, repair the same at Landlord’s cost as and if Trustee is other than Lender, such approval not to the extent provided belowbe unreasonably withheld or delayed. (b) Subject to In the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or event of any repair casualty (whether or not insured against) resulting in damage to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), entire Premises or (ii) more than at least fifty percent (50%) of the Building is destroyed as a result Premises, the loss of such damagewhich even after Restoration would, then Landlord in Tenant's reasonable business judgment, be substantially and materially adverse to the business operations of Tenant, Tenant shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within not later than sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13casualty has occurred, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of serve a Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Option.'s

Damage/Destruction. 14.1 In the event of any damage to or destruction of the Premises by fire, the elements or other casualty during the Term (a “Casualty”), Tenant shall give Landlord and Lender, if any, prompt written notice thereof. Tenant shall adjust, collect and compromise any and all claims covered by insurance. 14.2 In the event of any such Casualty (whether or not insured against) the Term shall continue and there shall be no abatement or reduction of Base Rent, Additional Rent or of any other sums payable by Tenant hereunder. Lease – Friendswood SNF 15 14.3 All proceeds of any insurance required to be carried hereunder less any and all expenses of Landlord or Lender in collecting such proceeds, if any (the “Net Proceeds”) shall be delivered to Tenant to apply in accordance with the terms of this Lease if (a) Subject to the termination rights set forth in Section 13(c) and Section 13(d) below, if estimated cost of restoring or repairing the Premises to as nearly as possible to its value, condition, character, utility and useful life immediately before such Condemnation or Casualty, but in any portion thereof are damaged event assuming the Premises have been maintained in accordance with the requirements of Section 10 (such restoration or destroyed by fire repair of the Premises, whether in connection with a Condemnation or other casualtya Casualty, Tenant will promptly give written notice thereof to Landlordas the context requires, herein called a “Restoration”), shall be the C&C Threshold Repair Amount or less, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below. (b) Subject no Event of Default or Disqualifying Default (as hereinafter defined) has occurred and is continuing. In all other events the Net Proceeds shall be delivered to a trustee which shall be a federally insured bank or other financial institution, selected by Landlord and Tenant and reasonably satisfactory to Lender (the “Trustee”) to be held and disbursed in accordance with the provisions of Section 13(f) below14.5; provided, all insurance proceeds recovered by however, that if at the time of the delivery of the Net Proceeds a Mortgage is in existence, the Lender or the servicer of the Loan may act as Trustee without the consent of either Landlord on account of such damage or destructionTenant. As used herein, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, a “Disqualifying Default” shall be paid out from time to time to the extent required to repair, restore mean and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if include (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s uncured failure to maintain the insurance coverage required make any payment of Base Rent when due hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant. (c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and occurrence of any Extension Period event or condition described in effect as a result subpart (h) of Tenant’s exercise Section 23.1 hereof without regard to any notice or lapse of its Renewal Optiontime set forth in such subparts which may be required for such events or conditions to mature into an Event of Default.

Damage/Destruction. (a) Subject In the event of any damage to or destruction of the termination rights set forth in Section 13(c) Premises by fire, the elements or other casualty during the Term (a “Casualty”), Tenant shall give Landlord and Section 13(d) belowMortgagee, if the Premises or any portion thereof are damaged or destroyed by fire or other casualtyany, Tenant will promptly give prompt written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided belowthereof. (b) Subject In the event of any such Casualty (whether or not insured against) the Term shall continue and there shall be no abatement or reduction of Fixed Rent, Additional Rent or of any other sums payable by Tenant hereunder. (c) Except to the extent otherwise provided in Section 14(c) of this Part II in the event of a Termination Casualty resulting in a Rejectable Offer being made to Landlord, all proceeds of any insurance required to be carried hereunder respecting the Premises (the “Premises Net Proceeds”) shall be delivered to a trustee (the “Trustee”) which shall be a federally insured bank or other financial institution, selected by Landlord and Tenant and reasonably satisfactory to Mortgagee to be held and disbursed in accordance with the provisions of Section 13(f13(e) belowof this Part II; provided, all insurance proceeds recovered by however, that if at the time of the delivery of the Premises Net Proceeds a Mortgage is in existence, the Mortgagee may act as Trustee without the consent of either Landlord on account or Tenant. (d) Tenant shall, whether or not the Premises Net Proceeds of such insurance are sufficient for the purpose or delivered to Tenant, promptly complete the Restoration, at Tenant’s sole cost and expense, of the improvements damaged by such Casualty (including any Alterations previously made by Tenant hereunder); provided, however, that if a Casualty occurs within twenty-four (24) months prior to the expiration of the Term which results in damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time with a cost to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result repair in excess of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building then current Fair Market Value of the Premises (as hereinafter defined) (a “Termination Casualty”), then, so long as no Event of Default or Disqualifying Default then exists, Tenant may elect not to complete the Restoration provided such election is destroyed made within one hundred eighty (180) days after the date of such Termination Casualty, in which event Tenant may terminate this Lease by notice to Landlord and Mortgagee on the date for termination specified in such notice (which date shall be a Due Date which is no sooner than ninety (90) days and no later than one hundred twenty (120) days after such notice but, in any event, not later than the last day of the Term of this Lease), but only if (i) such termination is accompanied by a Rejectable Offer, as provided in such Section 14(c) of this Part II, and (ii) if such Rejectable Offer is accepted by Landlord as provided in such Section 14(c), Tenant makes full payment of the sum due thereunder as provided in Section 14(c), in immediately available funds (it being agreed that if Tenant shall have failed to send such notice within such one hundred eighty (180) day period or shall have sent such notice but failed to comply with subparts (i) and (ii) of this sentence, then Tenant shall be deemed to have waived its right to so terminate this Lease and shall be obligated to complete the Restoration). As used herein, a “Disqualifying Default” shall mean and include (i) any failure to make any payment of Fixed Rent when due hereunder, and (ii) the occurrence of any event or condition described in subparts (vi) or (vii) of Section 23(a) of Part II hereof without regard to any notice or lapse of time set forth in such subparts which may be required for such events or conditions to mature into an Event of Default. No rejection of a Rejectable Offer shall be effective unless the Mortgagee shall have consented thereto in writing. In addition, if Landlord has not properly accepted such Rejectable Offer, Mortgagee may accept Tenant’s Rejectable Offer by written notice to Tenant delivered in accordance herewith and within the time periods provided herein (notwithstanding any notice by Landlord to the contrary) and, in such event, Tenant’s Rejectable Offer shall be deemed accepted for all purposes hereof. Prior to any such Restoration (or concurrently with making a Rejectable Offer under this Section 13(d), if applicable), Tenant shall notify Landlord in writing of the estimated cost thereof (the “Restoration Cost”). Except for such termination expressly provided for above in this paragraph (d), Tenant shall not have any right to xxxxx the payment of Fixed Rent or Additional Rent as a result of such damageany Casualty. As used herein, then the “Fair Market Value of the Premises” shall be the fair market value of the Premises as determined by an appraisal of the Premises prepared by an MAI appraiser who is mutually satisfactory to Mortgagee, Landlord and Tenant with not less than ten (10) years experience appraising properties similar to the Premises in the metropolitan area in which the Premises is located (an “Appraiser”). (e) Premises Net Proceeds held by the Trustee shall be invested in Permitted Investments (as defined in the Loan Documents) and shall be disbursed in accordance with the following conditions: (i) If the Restoration Cost exceeds the Threshold Repair Amount, before commencing the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord and Mortgagee, which approval shall not be unreasonably withheld or delayed; and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the improvements and equipment which existed prior to the occurrence of the Casualty or Taking, whichever is applicable. (ii) At the time of any requested disbursement, no Event of Default or Disqualifying Default shall exist and no mechanics’ or materialmen’s liens shall have been filed and remain undischarged or unbonded. (iii) Disbursements shall be made from time to time in an amount not exceeding the righthard and soft cost of the work and costs incurred since the last disbursement upon receipt of (A) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated costs of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (B) partial releases of liens, if the same are obtainable or, if such partial releases are not obtainable, endorsements to Landlord’s and Mortgagee’s title insurance policies showing no exceptions for mechanics’ or materialmen’s or any similar liens, and (C) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ lien claims. (iv) Each request for disbursement shall be accompanied by a certificate of Tenant describing the work, materials or other costs or expenses for which payment is requested, stating the cost incurred in connection therewith and stating that Tenant has not previously received payment for such work or expense and the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work has been substantially completed and complies with the applicable requirements of this Lease. (v) The Trustee may retain ten percent (10%) of the Premises Net Proceeds until the Restoration is at least fifty percent (50%) complete, which amount may continue to be held as retainage until the Restoration is substantially complete. (vi) [Reserved]. (vii) At all times the undisbursed balance of the Premises Net Proceeds held by Trustee plus any funds contributed thereto by Tenant, at its sole option, shall be not less than the cost of completing the Restoration, free and clear of all liens. (viii) In addition, before commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by an independent architect mutually agreed upon by the parties in their reasonable discretion, exceeds the amount of the Net Proceeds available for such Restoration, the amount of such excess shall be paid by Tenant to terminate this Lease by giving written notice the Trustee to be added to the Premises Net Proceeds or Tenant shall fund at its own expense the costs of termination such Restoration until the remaining Premises Net Proceeds are sufficient for the completion of the Restoration. For purposes of determining the source of funds with respect to Tenant within sixty (60) days the disposition of funds remaining after the occurrence completion of such damage. If Landlord repairs Restoration, the Premises as provided in this Section 13, Landlord Net Proceeds shall not be required deemed to repair or restore be disbursed prior to any trade fixtures, furnishings, equipment or personal property of amount added by Tenant. (cix) Provided no Event of Default or Disqualifying Default exists and is continuing, any Premises Net Proceeds remaining after final payment has been made for such Restoration shall be promptly delivered to Tenant. Notwithstanding any contrary provision hereof, if an Event of Default or a Disqualifying Default has occurred and is continuing, Landlord shall be entitled to retain any Premises Net Proceeds and to apply the same to either repair the damages or to pay other amounts due Landlord hereunder or Mortgagee under the Mortgage, at Mortgagee’s or, if there is then no Mortgagee, Landlord’s sole option. No such retention by Landlord shall impose on Landlord any obligation to repair the Premises or relieve Tenant of its obligations to repair the Premises. (x) Landlord and Tenant agree that notwithstanding anything to the contrary contained herein, to the extent there is a conflict between the disbursement procedures contained in this Lease, if during clause (e) and the twelve (12) months prior to disbursement procedures set forth in the expiration of the Then-Current TermLoan Documents, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend disbursement procedures in the Then-Current Term, Landlord Loan Documents shall have control. (f) The parties intend that the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes terms of this Section 13 of Part II, and Section those of Sections 6 and 14 of Part II of this Lease, a (i) constitute an “substantial portionexpress agreement to the contrary” under Section 227 of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal OptionNew York Real Property Law.

Damage/Destruction. (a) Subject In the event of any damage or destruction of the Leased Premises (a "Casualty"), Tenant shall give Landlord immediate notice thereof. If such Casualty shall result in a loss which does not exceed an amount (the "Section 15(a) Amount") equal to the termination rights set forth in Section 13(clesser of (i) One Hundred Thousand Dollars ($100,000) and Section 13(d(ii) below, if five percent (5%) of the Premises or any portion thereof are damaged or destroyed by fire or other casualtythen unpaid balance of the Note, Tenant will promptly give written notice thereof shall adjust, collect and compromise the resulting claim, with the consent of Lender and of Landlord, which consent of Landlord shall not to Landlordbe unreasonably withheld or delayed, and Landlord shall, subject and Lender shall have the right to join with Tenant therein. If the estimated cost of Restoration or repair shall be less than or equal to the conditions Section 15(a) Amount and limitations the proceeds of any insurance required under Section 14(a) shall be received by Landlord, Landlord shall pay such proceeds to Tenant. In all other events, any proceeds received by Landlord shall be paid to a Trustee which shall be a federally insured bank or other financial institution selected by Landlord and Tenant and reasonably satisfactory to Lender (the "Trustee"). If the Leased Premises shall be covered by a Mortgage, Lender, if it so desires, shall be the Trustee. Each insurer is hereby authorized and directed to make payment under said policies directly to such Trustee; and Tenant hereby appoints such Trustee as Tenant's attorney-in-fact to endorse any draft therefor for the purposes set forth in this Section 13 belowLease after approval by Tenant of such Trustee, repair the same at Landlord’s cost as and if Trustee is other than Lender, such approval not to the extent provided belowbe unreasonably withheld or delayed. (b) Subject In the event of any Casualty (whether or not insured against) resulting in damage to the Leased Premises or any part thereof, the Term shall nevertheless continue and there shall be no abatement or reduction of Basic Rent, Additional Rent or any other sums payable by Tenant hereunder; provided, however, that the Basic Rent and Additional Rent shall be abated to the extent of any net insurance proceeds received by Landlord and/or Lender with respect to the policy of business income (loss of rents) insurance required to be maintained by Tenant pursuant to Section 14(a)(vii). The Net Proceeds of such insurance payment shall be retained by the Trustee and, promptly after such Casualty, Tenant shall commence and diligently continue to perform to completion the Restoration to the Leased Premises. Upon payment to the Trustee of such Net Proceeds, the Trustee shall make the Net Proceeds available to Tenant for restoration, in accordance with the provisions of Section 13(f) below16. Tenant shall, whether or not the Net Proceeds are sufficient for the purpose, promptly repair or replace the Improvements as nearly as possible to their value and condition and character immediately prior to such event and otherwise in accordance with all insurance proceeds recovered by Landlord on account Insurance Requirements and Legal Requirements and the provisions of this Lease and the Net Proceeds of such damage or destructionloss shall thereon be payable to Tenant, less the cost, if any, to Landlord of such recovery and/or of any repair subject to the Premises for which provision of Section 16 hereof. Landlord is responsibleagrees that it shall not, shall be paid out from time to time without the prior written consent of Tenant, enter into any amendment to the extent required to repairMortgage, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if effect of which amendment would be (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to make less favorable to Landlord the conditions upon which any Net Proceeds may be insured against released to Landlord by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) to reduce the amount of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not any Net Proceeds that may be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenantso released. (c) Notwithstanding anything In the event that any Casualty shall occur that would have been covered by the insurance specified in section 14(a)(i) but for the fact that it was not maintained, Tenant shall pay to the contrary contained in this Lease, if during Trustee the twelve (12) months prior to the expiration amount of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall proceeds that would have the option to terminate this Lease as of the date of been payable had such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period insurance been in effect as a result of Tenant’s exercise of its Renewal Option(the "Tenant Insurance Payment").