Common use of Landlord’s Termination Right Clause in Contracts

Landlord’s Termination Right. If the Demised Premises or Tenant’s access thereto or the Building are totally or partially damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualty, in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to Landlord.

Landlord’s Termination Right. If the Demised Premises Building is so damaged by fire or Tenant’s access thereto other casualty that, in Landlord's opinion, substantial alteration, demolition, or reconstruction of the Building are totally or partially is required (regardless of whether the Premises have been damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9rendered untenantable), then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in may terminate this Lease by giving Tenant notice thereof on or prior to the sixtieth (60th) day after such damage fire or destructionother casualty; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered Landlord may not so terminate this Lease unless Landlord elects to Tenant within thirty terminate leases (30including this Lease) days after casualty, in Landlord’s commercially reasonable judgment such repair and restoration affecting at least seventy-five percent (75%) of the base leasable area of the Building and Demised Premises (excluding any portion of the Building leased to or occupied by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits's Affiliates), then Landlord, provided . Landlord also terminates the leases of all other similarly situated tenants, shall have the right to terminate this Lease if the required percentage of owners of the condominium established by giving written notice the Condominium Declaration (excluding Landlord for this purpose) do not make the election contemplated by Section 339-cc of termination the New York Real Property Law to Tenant within sixty restore the Building after a fire or other casualty (60) days after the occurrence of such damage or destruction. To to the extent that Tenant such election is required to insure Leasehold Improvementsbe made by such unit owners), Alterationsprovided that Landlord does not own all of the units in the condominium established by the Condominium Declaration. If Landlord elects to terminate this Lease as aforesaid, tenant fixtures then (I) the Term shall expire on a date set by Landlord that (A) is not sooner than (i) the tenth (10th) day after the date that Landlord gives such notice (if all or substantially all of the Premises is rendered untenantable by such fire or other propertycasualty), under and (ii) the ninetieth (90th) day after the date that Landlord gives such notice (if less than all or substantially all of the Premises is rendered untenantable by such fire or other provisions casualty), and (B) is not later than the first (1st) anniversary of the date on which such fire or other casualty occurs, and (II) Tenant, on such date set by Landlord, shall vacate the Premises and surrender the Premises to Landlord in accordance with the terms of this LeaseLease that govern Tenant's obligations upon the expiration or earlier termination of the Term. Upon the termination of this Lease under this Section 15.5, which the Rental shall be apportioned and any prepaid portion of the Rental for any period after the date that the abatement of Rental as described in Section 15.4 hereof becomes effective shall be refunded promptly by Landlord is required to repair after a casualty, Tenant (and Landlord's obligation to make such refund shall cause such insurance proceeds to be paid over to Landlordsurvive the Expiration Date).

Landlord’s Termination Right. If Notwithstanding anything to the Demised Premises or Tenant’s access thereto or contrary contained in the Building are totally or partially damaged or destroyed thereby rendering Lease, as amended hereby, but subject to the Demised Premises totally or partially inaccessible or unusableterms of this Paragraph 6, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualty, in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right to terminate the Lease, as amended hereby, with respect to the Expansion Premises only, effective as of the last day of any calendar month during the Term with respect to the Expansion Premises (the last day of the applicable calendar month, the "EP Termination Date"). Landlord may terminate the Lease, as amended hereby, with respect to the Expansion Premises only, as provided in this Lease Paragraph 6, by giving written notice of termination thereof to Tenant within sixty (60"Landlord's Termination Notice") days after not later than the occurrence of such damage or destructiondate which is [***] prior to the EP Termination Date. To On the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualtyEP Termination Date, Tenant shall cause such insurance proceeds vacate and surrender the Expansion Premises to Landlord in accordance with the provisions of Paragraph 4(L) of this Amendment and Article 12 of the Lease, as if the EP Termination Date were the EP Fixed Expiration Date; it being expressly understood and agreed that the holdover provisions of Article 12 shall apply in the event Tenant fails to surrender, vacate, and remove from the Expansion Premises on the EP Termination Date in the condition required by the Lease, as amended hereby. The terms of this Paragraph 6 shall survive the EP Termination Date and the termination of the Lease, as amended hereby, with respect to the Expansion Premises only. Nothing contained in this Paragraph 6 shall be paid over construed to grant Tenant a right to terminate the Lease in any capacity or as a right for Landlord to terminate the Lease with respect to the Original Premises and except as expressly set forth in Paragraph 5 of this Amendment hereof, all provisions of the Lease, as amended hereby, with respect to Original Premises shall remain in full force and effect and are unmodified. For the avoidance of any doubt, if Landlord terminates the Lease with respect to the Expansion Premises only, as contemplated herein, any provisions of the Lease, as amended by this Amendment, which apply to the Expansion Premises only shall be deemed null and void, except for those provisions which expressly survive the expiration or sooner termination of the lease term with respect to the Expansion Premises. 7. Condition of Expansion Premises and Landlord.'s Expansion Work. (A) Tenant represents that it currently occupies the Expansion Premises pursuant to the Existing Sublease and is thoroughly familiar with the condition thereof and subject to Article 10 of the Lease, agrees to take the same "as is" in the condition existing on the Expansion Premises Commencement Date subject to Tenant's occupancy thereof. Xxxxxx further agrees that notwithstanding anything to the contrary contained in the Lease, as amended hereby, Landlord shall have no obligation to perform any work (other than Landlord's Expansion Work (as hereinafter defined)) or provide any work allowance or rent credit (except as expressly set forth in Paragraph 4(A)(i) and (vi) hereof) alter, improve, decorate, or otherwise prepare the Expansion Premises for Tenant’s occupancy. Tenant

Landlord’s Termination Right. If Subject to the Demised exceptions set forth in Section 11.2 above, in the event Tenant desires to assign this Lease or to sublet the whole or any part of the Premises, Tenant shall give Landlord a Recapture Offer. For the purposes hereof a “Recapture Offer” shall be defined as a notice from Tenant to Landlord which: States that Tenant desires to sublet the Premises, or a portion thereof, or to assign its interest in this Lease. Identifies the affected portion of the Premises (“Recapture Premises”). Identifies the rental rate of the proposed subletting or assignment. Offers to Landlord to terminate the Lease in respect of the Recapture Premises (in the case of a proposed assignment of Tenant’s access thereto interest in the Lease or a subletting for the Building are totally remainder of the Term of the Lease) or partially damaged or destroyed thereby rendering to suspend the Demised Lease Term in respect of the Recapture Period (meaning that the Lease Term in respect of the Recapture Premises totally or partially inaccessible or unusableshall be terminated during the Recapture Period, and if Tenant’s rental obligations shall be proportionately reduced, and at the expiration of the Recapture Period the Recapture Premises will be returned to Tenant under the terms of the Lease), in either case as of a specified date (the “Release Date”). Landlord shall have forty-five (45) days (the “Acceptance Period”) from Landlord’s receipt of the Recapture Offer to accept it, in which case all obligations of Tenant to Landlord under the Lease is with respect to the Recapture Premises for the Recapture Period shall cease and terminate and, if applicable, Landlord shall be obligated to physically separate the Recapture Premises from the remainder of the Premises at its expense. In the event that Landlord shall not terminated exercise its termination or suspension rights as aforesaid, or shall fail to give any timely notice pursuant to this Article 9Section, then Landlord the provisions of Sections 11.4-11.7 shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualty, in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Landlord canbe applicable. This Section 11.3 shall not be completed within one hundred eighty (180) days after the occurrence of such damage applicable to an assignment or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right sublease pursuant to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to LandlordSection 11.2.

Landlord’s Termination Right. If the Demised Premises Building is so damaged by fire or Tenant’s access thereto or the Building are totally or partially damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualtyother casualty that, in Landlord’s commercially reasonable judgment such repair and restoration opinion, substantial alteration, demolition, or reconstruction of the base Building and Demised is required (regardless of whether the Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage have been damaged or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permitsrendered untenantable), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right to may terminate this Lease by giving written Tenant notice thereof on or prior to the ninetieth (90th) day after such fire or other casualty. If Landlord elects to terminate this Lease as aforesaid, then (I) the Term shall expire on a date set by Landlord that (A) is not sooner than (i) the tenth (10th) day after the date that Landlord gives such notice (if all or substantially all of the Premises is rendered untenantable by such fire or other casualty), and (ii) the ninetieth (90th) day after the date that Landlord gives such notice (if less than all or substantially all of the Premises is rendered untenantable by such fire or other casualty), and (B) is not later than the first (1st) anniversary of the date on which such fire or other casualty occurs, and (II) Tenant, on such date set by Landlord, shall vacate the Premises and surrender the Premises to Landlord in accordance with the terms of this Lease that govern Tenant’s obligations upon the expiration or earlier termination of the Term. Upon the termination of this Lease under this Section 15.4, the Rental shall be apportioned and any prepaid portion of the Rental for any period after the Expiration Date shall be refunded promptly by Landlord to Tenant within sixty (60) days after and Landlord’s obligation to make such refund shall survive the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to LandlordExpiration Date).

Landlord’s Termination Right. If Notwithstanding anything to the Demised contrary contained in Section 11.3, (a) if the Premises or Tenant’s access thereto or are totally damaged and are thereby rendered wholly untenantable, (b) if (i) the Building shall be so damaged that, in the reasonable opinion of Landlord’s contractor such damage shall require more than nine (9) months to repair (whether or not the Premises are totally or partially so damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusablerendered untenantable), and (ii) Landlord does not intend to rebuild the Building within one (1) year following any such damage, (c) if (i) the cost to repair any such damage exceeds the sum of all amounts payable to Landlord under Landlord’s insurance policies, excluding any deductible amounts, in excess of $1,000,000.00, and (ii) Landlord does not intend to rebuild the Building within one (1) year following any such damage, or (d) if any Mortgagee shall require that the insurance proceeds or any portion thereof be used to retire the Mortgage debt or any Lessor shall terminate the Superior Lease, as the case may be, then in any of such events, Landlord may, not later than 60 days following the date of the damage, terminate this Lease by notice to Tenant, provided that if the Premises are not damaged, Landlord may not terminate this Lease is not terminated pursuant to this Article 9, then unless Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualty, in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also similarly terminates the leases of all the other similarly situated tenants, shall have tenants in the right high rise portion of the Building occupied for office purposes immediately prior to terminate such damage. If this Lease by giving written is so terminated, (a) the Term shall expire upon the 30th day after such notice is given, (b) Tenant shall vacate the Premises and surrender the same to Landlord, (c) Tenant’s liability for Rent shall cease as of termination to Tenant within sixty the date of the damage, and (60d) days any Rent paid for any period after the occurrence date of such the damage or destruction. To the extent that Tenant is required shall be refunded by Landlord to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to LandlordTenant.

Landlord’s Termination Right. If the Demised Premises Building is so damaged by fire or Tenantother casualty that, in Landlord’s access thereto opinion, substantial alteration, demolition, or reconstruction of the Building are totally or partially is required (regardless of whether the Premises have been damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9rendered untenantable), then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in may terminate this Lease by giving Tenant notice thereof on or prior to the ninetieth (90th) day after such damage fire or destructionother casualty; provided, however, that ifif the Premises are not substantially damaged or rendered untenantable by such fire or other casualty, based then Landlord may not so terminate this Lease unless Landlord elects to terminate leases, including this Lease) affecting at least seventyG:\PCaruso\20Broad\Penthouse Lease ver 6.doc Created on a written, certified estimate from 4/30/2008 12:04:00 PM five (75%) percent of the Rentable Area of the Building (excluding any portion of the Building leased to or occupied by Landlord or Landlord’s architect delivered to Tenant within thirty (30) days after casualty, in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Affiliates). If Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right elects to terminate this Lease as aforesaid, then (I) the Term shall expire on a date set by giving written Landlord that (A) is not sooner than (i) the tenth (10th) day after the date that Landlord gives such notice (if all or substantially all of the Premises is rendered untenantable by such fire or other casualty), and (ii) the ninetieth (90th) day after the date that Landlord gives such notice (if less than all or substantially all of the Premises is rendered untenantable by such fire or other casualty), and (B) is not later than the first (1st) anniversary of the date on which such fire or other casualty occurs, and (II) Tenant, on such date set by Landlord, shall vacate the Premises and surrender the Premises to Landlord in accordance with the terms of this Lease that govern Tenant’s obligations upon the expiration or earlier termination of the Term. Upon the termination of this Lease under this Section 15.4, the Rental shall be apportioned and any prepaid portion of the Rental for any period after the date that the abatement of Rental as described in Section 15.3 hereof becomes effective shall be refunded promptly by Landlord to Tenant within sixty (60) days after and Landlord’s obligation to make such refund shall survive the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to LandlordExpiration Date).

Landlord’s Termination Right. If Notwithstanding anything to the Demised contrary contained in Section 11.3, if the Premises are totally damaged or Tenantare rendered wholly untenantable and it is reasonably estimated to require more than fourteen (14) months from the date of such damage to cause Landlord’s access thereto restoration to have been Substantially Completed, or if the Building are totally or partially shall be so damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualtythat, in Landlord’s commercially reasonable judgment such repair and restoration opinion, substantial alteration, demolition, or reconstruction of the base Building and Demised shall be required (whether or not the Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage are so damaged or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permitsrendered untenantable), then Landlordin either of such events, provided Landlord also terminates the leases of all other similarly situated tenantsmay, shall have the right to terminate this Lease by giving written notice of termination to Tenant within not later than sixty (60) days following the date of the damage, terminate this Lease by notice to Tenant, provided that if the Premises are not materially damaged, Landlord may not terminate this Lease unless Landlord similarly terminates the leases of other tenants in the Building aggregating at least fifty percent (50%) of the portion of the Building occupied for office purposes immediately prior to such damage. If this Lease is so terminated, (a) the Term shall expire upon the thirtieth (30th) day after such notice is given, (b) Tenant shall vacate the Premises and surrender the same to Landlord, (c) Tenant’s liability for Rent shall cease as of the date of the damage, and (d) any prepaid Rent for any period after the occurrence date of such the damage or destruction. To the extent that Tenant is required shall be promptly refunded by Landlord to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to LandlordTenant.

Landlord’s Termination Right. If the Demised Premises Building is so damaged by fire or Tenantother casualty that, in Landlord’s access thereto opinion, substantial alteration, demolition, or reconstruction of the Building are totally or partially is required (regardless of whether the Premises have been damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9rendered untenantable), then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in may terminate this Lease by giving Tenant notice thereof on or prior to the ninetieth (90th) day after such damage fire or destructionother casualty; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after if the Premises are not substantially damaged or rendered substantially untenantable by such fire or other casualty, in Landlord’s commercially reasonable judgment such repair and restoration then Landlord may not so terminate this Lease unless Landlord elects to terminate leases (including this Lease) affecting at least thirty-five percent (35%) of the base Building and Demised Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration usable area of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Retail Unit. Landlord also terminates the leases of all other similarly situated tenants, shall have the right to terminate this Lease if the owners of the condominium established by giving written notice the Condominium Declaration do not make the election contemplated by Section 339-ee of termination the New York Real Property Law to Tenant within sixty restore the Building after a fire or other casualty (60) days after the occurrence of such damage or destruction. To to the extent that Tenant such election is required to insure Leasehold Improvementsbe made by such unit owners). If Landlord elects to terminate this Lease as aforesaid, Alterations, tenant fixtures then (I) the Term shall expire on a date set by Landlord that is not sooner than (i) the tenth (10th) day after the date that Landlord gives such notice (if all or substantially all of the Premises is rendered untenantable by such fire or other propertycasualty), under and (ii) the ninetieth (90th) day after the date that Landlord gives such notice (if less than all or substantially all of the Premises is rendered untenantable by such fire or other provisions casualty), and (II) Tenant, on such date set by Landlord, shall vacate the Premises and surrender the Premises to Landlord in accordance with the terms of this LeaseLease that govern Tenant’s obligations upon the expiration or earlier termination of the Term. Upon the termination of this Lease under this Section 16.5, which the Rental shall be apportioned and any prepaid portion of the Rental for any period after the Expiration Date shall be refunded promptly by Landlord is required to repair after a casualty, Tenant (and Landlord’s obligation to make such refund shall cause such insurance proceeds to be paid over to Landlordsurvive the Expiration Date).

Landlord’s Termination Right. At any time and from time to time from and after the Effective Date, Landlord may elect to terminate the Master Lease as to any one or more, or all, of the Facilities by written notice to Tenant delivered no later than the date that is 30 days prior to the effective date of termination, which effective date of termination may not be later than December 31, 2020 (a “Termination Notice”). Any such Termination Notice shall indicate whether Landlord elects (i) for Tenant or an Affiliate of Tenant reasonably acceptable to Landlord (“CSL Manager”) to manage the applicable Facility(ies) after the effective date of termination (a “Management Election”) or (ii) to transition the applicable Facility(ies) (a “Transition Election”) to a new operator (a “Successor Operator”). Upon any such termination, whether pursuant to a Management Election or a Transition Election, the applicable Facility shall constitute a Deleted Property and the provisions of Section 17.9 shall pertain. If, as of December 1, 2020, Landlord has not delivered a Termination Notice for any given Facility(ies), then, with respect to such Facility(ies), Landlord will be deemed to have delivered a Termination Notice making a Management Election for such Facility(ies) with an effective date of termination of December 31, 2020. Landlord and Tenant acknowledge and agree that the Fixed Rent allocable to each Facility as of the date hereof is as listed on Schedule 0 attached hereto. If Landlord makes a Management Election, Tenant would effect an Operational Transfer to Landlord or Landlord’s affiliate pursuant to the Demised Premises terms of Section 37 of the Master Lease, provided, however that Tenant shall, or shall cause the CSL Manager to, upon the effective date of termination of the applicable Facility(ies), enter into a property management agreement with Landlord with respect to the applicable Facility(ies) on market terms and in form prepared by Landlord in its reasonable judgment, which management agreement shall, in any event: Have an initial term expiring on the date that the Master Lease would have expired for the applicable Facility(ies) or such shorter term as Landlord may specific; Provide for a management fee equal to 5% of the gross revenues of the applicable Facility(ies); Be terminable at any time by Landlord for any or no reason on at least 30 days’ prior written notice; and Include transition obligations substantially equivalent to the transition obligations of Tenant under the Master Lease, as supplemented by this Agreement. If Landlord makes a Transition Election, Tenant shall effect an Operational Transfer of the applicable Facility(ies) to the Successor Operator(s) designated by Landlord pursuant to the terms of the Master Lease and, without limitation of any provision of the Master Lease (including without limitation Section 37 of the Master Lease [Operational Transfer]), supplemented as follows: If licenses, permits or certificates held in Tenant’s access thereto or the Building are totally or partially damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualty, in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Landlord name cannot be completed within one hundred eighty transferred, or cannot be transferred immediately, to Successor Operator, then Tenant shall, at Landlord’s request, enter into an interim management arrangement or another so called “bridging” arrangement in form and substance reasonably acceptable to Landlord and Successor Operator, which will lawfully permit Successor Operator to continue to operate the Facility, and engage in the normal activities of the Facility, under Tenant’s license, permit or certificate, as applicable, until the earliest of completion of such license, permit and certificate transfers, issuance of replacement licenses, permits and certificates. Under the interim management agreement or bridging arrangements, Successor Operator will be entitled to all revenues but also bear all obligations and expenses, both operating and capital, and including all rent obligations, during the effectiveness of any such agreement. Tenant shall, for each Facility, enter into (180and perform its obligations under) an operations transfer agreement in customary form with Successor Operator providing for an orderly transfer and transition of the business operations, operational assets and employees to Successor Operator, in each case, for nominal or no consideration. Such operations transfer agreement shall provide for customary indemnities and prorations and other payments of operating revenues and expenses between Tenant and Successor Operator, all of which Tenant agrees to pay or satisfy if and when required under the terms of such agreement provided that a reconciliation process and timeframes for such payment are included in such agreement. Provisions regarding prorations under such operations transfer agreement shall generally provide that revenues and expenses of the Facility attributable to the period prior to the transition date or “closing” date under such operations transfer agreement (the “OTA Closing Date”) shall be for the account of Tenant and that revenues and expenses of the Facility attributable to the period from and after the OTA Closing Date shall be for the account of Successor Operator. Tenant and its Affiliates shall agree to customary provisions regarding the non-solicitation/non-hire of employees and customers of the Facilities for a period of two years following the final transition to Successor Operator. At the option of Landlord, Tenant shall, at its sole cost and expense, procure a two year “tail” policy providing for commercial general and professional liability insurance (if such coverage prior to closing was obtained under a claims made insurance policy) meeting the requirements of the Master Lease for such insurance, naming Landlord, Successor Operator, and/or Landlord’s other designees as additional insureds. Tenant shall not initiate, prompt or solicit the removal or transfer to another facility of the executive director or the sales director of any Facility, save and except for any removals or transfers arising in connection with any wrongful or egregious acts or omissions, performance that is below acceptable standards, or violations of Tenant’s policies and procedures. With respect to any persons who are or who become owners, officers, directors, or employees of any Successor Operator or who are involved with any Successor Operator in any manner (or who otherwise work at any Facilities transitioned as contemplated hereunder), Tenant and its Affiliates hereby for the benefit of Landlord waive and will not enforce or seek enforcement of any non-competition provision in any non-competition or similar agreement in effect between Tenant and or its Affiliates and such persons. If such person is involved with any Successor Operator as provided in the preceding sentence Tenant and its Affiliates will no longer have any obligation to make payments to such persons under any employment, separation, or similar agreement with such person. Within 45 days after the occurrence Effective Date, Tenant shall agree to a general form of such damage or destruction (taking into account operations transfer agreement on the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion approved form (and such form shall then be used for all transitions contemplated hereunder, subject to usual and customary changes requested by operators, and subject to deal specific changes applicable to the facility in question). Tenant and its Affiliates may sell or transfer, directly or indirectly, those properties owned by an Affiliate of the repair and restoration of the base Building and Demised Premises Tenant whose direct or indirect parent is Capital Senior Living Properties, Inc. (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved“CSLP”) (collectively, removal of debris, preparation of plans and issuance of all required governmental permits“Sales”), then Landlord, provided Landlord also terminates subject to the leases of all other similarly situated tenants, shall have the right to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this LeaseSection 0. No Sales shall be permitted to Affiliates of Tenant other than those whose direct or indirect parent is CSLP. If the net proceeds (after transaction costs and repayment of secured debt) in the aggregate for all Sales exceed $30,000,000.00 of net proceeds, which Landlord is required then such excess over $30,000,000.00 shall be paid by Tenant as prepaid rent on a pro rata basis to repair Ventas and Welltower within three days after a casualtysuch sale, Tenant shall cause such insurance proceeds pro rata basis to be paid over determined in accordance with the modified net base or fixed rent of Facilities still owned by Ventas or Welltower and not yet transitioned. Regardless of the amount of net proceeds of Sales, no net proceeds of Sales shall be distributed to Landlordany shareholders of the public company. Net proceeds of Sales are available for operations in the normal course of business, including the scheduled payments of principal and interest on debt of Tenant and any affiliates, regardless of whether CSLP is the direct or indirect parent; however, the net proceeds of Sales may not be used for unscheduled prepayments of debt. No FF&E or vehicles or other equipment or materials used in connection with any Facility (i.e., covered by the Master Lease) shall be moved (other than replacements of obsolete items in the ordinary course), sold or encumbered.

Landlord’s Termination Right. If Notwithstanding anything to the Demised contrary contained in Section 11.3, if the Premises are totally damaged or Tenant’s access thereto are rendered wholly untenantable, or if the Building are totally or partially shall be so damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualtythat, in Landlord’s commercially reasonable judgment such repair and restoration opinion, substantial alteration, demolition, or reconstruction of the base Building shall be required (whether or not the Premises are so damaged or rendered untenantable) and Demised Premises by Landlord cannot be substantially completed within one hundred eighty nine (1809) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration months of the Demised Premises cannot be completed within ninety casualty or Landlord lacks insurance proceeds (90) days after Landlord’s substantial completion of application under any Mortgage, sufficient to restore the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permitsBuilding), then Landlordin either of such events, provided Landlord also terminates the leases of all other similarly situated tenantsmay, shall have the right to terminate this Lease by giving written notice of termination to Tenant within not later than sixty (60) days following the date of the damage, terminate this Lease by notice to Tenant, provided that if the Premises are not materially damaged, Landlord may not terminate this Lease unless Landlord similarly terminates the leases of other tenants in the Building aggregating at least fifty percent (50%) of the portion of the Building occupied for office purposes immediately prior to such damage. If this Lease is so terminated, (a) the Term shall expire upon the sixtieth (60th) day after such notice is given, (b) Tenant shall vacate the Premises and surrender the same to Landlord, (c) Tenant’s liability for Rent shall cease as of the date of the damage, and (d) any prepaid Rent for any period after the occurrence date of such the damage or destruction. To the extent that Tenant is required shall be promptly refunded by Landlord to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to LandlordTenant.

Landlord’s Termination Right. If Except in connection with a proposed assignment or sublease to a Permitted Transferee in accordance with Section 12.5 below, in the Demised Premises event Tenant proposes to assign this Lease or Tenant’s access thereto or the Building are totally or partially damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusableenter into any sublease, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore have the base Building and the Demised Premises right at its sole option, to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant be exercised within thirty fifteen (3015) days after casualtyreceipt of Tenant’s Proposed Transfer Notice or Notice of Intent to Transfer, as the case may be (the “Acceptance Period”), to terminate this Lease in the case of a proposed assignment or sublease of all or substantially all of the Premises for all or substantially all of the remaining Term, or (b) in the case of an proposed subletting of less than all or substantially all of the Premises, to (y) terminate this Lease only as to the portion of the Premises then proposed to be sublet if such sublease shall be for all or substantially all of the remainder of the then Term, (z) recapture the space proposed to be sublet for the term of the sublease, if such sublease is for less than all or substantially all of the remainder of the then Term), in Landlord’s commercially reasonable judgment such repair and restoration either case as of the base Building and Demised Premises by Landlord cannot date specified in Tenant’s Proposed Transfer Notice as the commencement date of the proposed assignment or subletting. For purposes of this Section 12.3, a sublease shall be completed within one hundred eighty deemed to be for substantially all of the remaining Term of this Lease if such sublease would expire with less than twelve (18012) days after months remaining prior to the occurrence expiration of such damage or destruction the Term (taking into account any extension options previously exercised by Tenant and/or available to Tenant if Tenant notifies Landlord that Tenant expects to exercise an available extension option). In the time needed for effecting case of a satisfactory settlement with any insurance company involved, removal proposed assignment of debris, preparation of plans and issuance this Lease or a proposed subletting of all required governmental permits) or Tenant’s additional repair and restoration substantially all of the Demised entire Premises cannot be completed within ninety (90) days after Landlord’s substantial completion for all or substantially all of the repair Term, the Lease shall terminate on the termination date determined as above provided and restoration on such termination date, all obligations relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all Annual Fixed Rent and Additional Rent due from Tenant through such termination date, but subject to the reconciliation obligations for such Additional Rent under this Lease. In the event that Tenant shall only propose to sublease a portion of the base Building Premises and Demised Premises (taking to enter into account a sublease for less than all or substantially all of the time needed for effecting a satisfactory settlement with any insurance company involvedthen-remaining Lease Term, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall only have the right to so terminate this Lease by giving written notice with respect to the portion of the Premises which Tenant proposes to sublease (the “Terminated Portion of the Premises”) and for the term of the proposed sublease (the “Terminated Sublease Term”) and from and after the termination date until the end of the Terminated Sublease Term the Rentable Floor Area of the Premises shall be reduced to the rentable floor area of the remainder of the Premises and the definition of Rentable Floor Area of the Premises shall be so amended and after such termination all references in this Lease to the “Premises” or the “Rentable Floor Area of the Premises” shall be deemed to be references to the remainder of the Premises (i.e. the Lease Term in respect of the sublease portion of the Premises shall only be terminated for the term of the proposed sublease and then automatically reinstated upon the expiration or earlier termination of such sublease term) and accordingly Tenant’s payments for Annual Fixed Rent, operating costs, real estate taxes and electricity shall be reduced on a pro rata basis to reflect the size of the remainder of the Premises until the end of the Terminated Sublease Term. Upon the expiration of the Terminated Sublease Term (or, upon the vacancy of the Terminated Portion of the Premises, if the new tenant(s) hold over beyond the expiration of the Terminated Sublease Term), Landlord shall redeliver the Terminated Portion of the Premises to Tenant within sixty (60) days after in the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to Landlord.following condition:

Landlord’s Termination Right. If the Demised Premises Building is so damaged by fire or Tenantother casualty that, in Landlord’s access thereto opinion, substantial alteration, demolition, or reconstruction of the Building are totally or partially is required (regardless of whether the Premises have been damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9rendered untenantable), then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in may terminate this Lease by giving Tenant notice thereof on or prior to the ninetieth (90th) day after such damage fire or destructionother casualty; provided, however, that ifif the Premises are not substantially damaged or rendered substantially untenantable by such fire or other casualty, based on a written, certified estimate from then Landlord may not so terminate this Lease unless Landlord elects to terminate leases (including this Lease) affecting at least fifty (50%) percent of the leasable area of the Building (excluding any portion of the Building leased to or occupied by Landlord or Landlord’s architect delivered to Tenant within thirty (30) days after casualty, in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permitsAffiliates), then Landlord, provided . Landlord also terminates the leases of all other similarly situated tenants, shall have the right to terminate this Lease if the owners of the condominium established by giving written notice the Condominium Declaration do not make the election contemplated by Section 339-ee of termination the New York Real Property Law to Tenant within sixty restore the Building after a fire or other casualty (60) days after the occurrence of such damage or destruction. To to the extent that Tenant such election is required to insure Leasehold Improvementsbe made by such unit owners). If Landlord elects to terminate this Lease as aforesaid, Alterations, tenant fixtures then (I) the Term shall expire on a date set by Landlord that is not sooner than (i) the tenth (10th) day after the date that Landlord gives such notice (if all or substantially all of the Premises is rendered untenantable by such fire or other propertycasualty), under and (ii) ninetieth (90th) day after the date that Landlord gives such notice (if less than all or substantially all of the Premises is rendered untenantable by such fire or other provisions casualty), and (II) Tenant, on such date set by Landlord, shall vacate the Premises and surrender the Premises to Landlord in accordance with the terms of this LeaseLease that govern Tenant’s obligations upon the expiration or earlier termination of the Term. Upon the termination of this Lease under this Section 15.4, which the Rental shall be apportioned and any prepaid portion of the Rental for any period after the date that the abatement of Rental as described in Section 15.3 hereof becomes effective shall be refunded promptly by Landlord is required to repair after a casualty, Tenant (and Landlord’s obligation to make such refund shall cause such insurance proceeds to be paid over to Landlordsurvive the Expiration Date).

Landlord’s Termination Right. If the Demised Premises or Tenant’s access thereto or (x) the Building are totally is damaged by fire or partially other casualty, and (y) Landlord determines that substantial alteration, demolition, or reconstruction of the Building is required (regardless of whether the Premises have been damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9rendered untenantable), then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in may terminate this Lease by giving Tenant notice thereof on or prior to the ninetieth (90th) day following such damage or destructiondamage; provided, however, that ifif the Premises are not substantially damaged or rendered substantially untenantable, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty then Landlord may not terminate this Lease unless such fire or other casualty affects materially at least fifty percent (3050%) days after casualty, in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration rentable area of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Building. If Landlord also terminates the leases of all other similarly situated tenants, shall have the right elects to terminate this Lease, as aforesaid, then the Term shall expire upon a date set by Landlord, but not sooner than the sixtieth (60th) day after Landlord gives such notice and Tenant, on such date, shall vacate and surrender possession of the Premises to Landlord in accordance with the provisions of Article 19 hereof. Upon the termination of this Lease by giving written notice under the conditions provided in this Section 10.2, the Fixed Rent and Escalation Rent shall be apportioned and any prepaid portion of termination to Tenant within sixty (60) days Fixed Rent and Escalation Rent for any period after the occurrence Termination date shall be refunded by Landlord to Tenant. For the purposes of Section 10.2, the phrase "substantial alteration, demolition and reconstruction" shall mean that the estimated cost of performing such damage or destruction. To alteration, demolition and reconstruction would exceed twenty-five percent (25%) of the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions replacement cost of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to Landlordthe Building.

Landlord’s Termination Right. If In the Demised event Tenant desires to (a) assign this Lease, or (b) to sublet the Premises or Tenant’s access thereto any portion thereof for a term equal to all or substantially all of the Building are totally remaining Term hereof (any such sublease being hereinafter referred to as a “Major Sublease”) to an entity other than a Permitted Transferee (for which the terms of Section 12.5 shall control), Tenant shall give Landlord either (y) a Proposed Transfer Notice of any proposed sublease or partially damaged assignment in the event Tenant already has a specific assignment or destroyed thereby rendering the Demised Premises totally sublease transaction or partially inaccessible (z) a notice stating that Tenant is contemplating entering into an assignment or unusable, Major Sublease (either such notice being hereinafter referred to as a “Notice of Intent to Transfer”) and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore have the base Building and the Demised Premises right at its sole option, to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant be exercised (1) within thirty (30) days after casualtyreceipt of Tenant’s Notice of Intent to Transfer, or (2) within fifteen (15) business days after receipt of Tenant’s Proposed Transfer Notice (such response time period, as applicable to the type of notice received from Tenant, being referred to herein as the “Acceptance Period”), to terminate this Lease as of a date specified in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Landlord cana notice to Tenant, which date shall be not be completed within one hundred eighty earlier than thirty (18030) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within nor later than ninety (90) days after Landlord’s substantial completion notice to Tenant. In the event Landlord exercises such right of termination, Tenant may rescind Tenant’s Notice of Intent to Transfer by delivering written notice thereof to Landlord within five (5) business days after Landlord’s termination notice, in which case such Tenant’s Notice of Intent to Transfer shall be deemed rescinded and void and of no further force and effect and Tenant shall not proceed with the repair proposed transfer. Upon the termination date as set forth in Landlord’s notice, all obligations relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involvedpromptly upon being billed therefor by Landlord, removal of debris, preparation of plans and issuance Tenant shall make final payment of all required governmental permits)Annual Fixed Rent and Additional Rent due from Tenant through the termination date. In the event that Landlord shall not exercise its termination rights as aforesaid, then Landlordor shall fail to give any or timely notice pursuant to this Section, provided the provisions of Sections 12.4, 12.6 and 12.7 shall be applicable. This Section 12.3 shall not be applicable to an assignment or sublease pursuant to Section 12.5. If Landlord also terminates fails to exercise its rights under this Lease with respect to a Notice of Intent to Transfer within the leases of all other similarly situated tenantsAcceptance Period, shall Landlord will not thereafter have the right to terminate exercise its rights under this Lease by giving Section 12.3 with respect to a Proposed Transfer Notice for any portion of the space identified in Tenant’s previous Notice of Intent to Transfer provided Tenant’s Proposed Transfer Notice is received within the one hundred twenty (120) day time period set forth in Section 12.4 below, and provided that nothing herein shall waive Tenant’s obligation to obtain Landlord’s prior written notice of termination consent to Tenant within sixty (60) days after the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to Landlordsubsequent Tenant’s proposed transfer.

Landlord’s Termination Right. If At any time and from time to time from and after the Demised Premises or Tenant’s access thereto or the Building are totally or partially damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusableEffective Date, and if the Lease is not terminated Landlord, pursuant to this Article 9a transition plan approved by Landlord after consultation with Tenant, then Landlord shall diligently repair and restore may elect to terminate the base Building and Master Lease as to any one or more, or all, of the Demised Premises Facilities by written notice to substantially Tenant delivered no later than the same condition it was in date that is 30 days prior to such damage or destructionthe effective date of termination, which effective date of termination may not be later than December 31, 2020 (a “Termination Notice”); provided, provided however, that ifif the Termination Notice involves more than seven (7) Facilities, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualty, in Landlord’s commercially reasonable judgment such repair and restoration of notice shall be given no later than the base Building and Demised Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right to terminate this Lease by giving written notice of termination to Tenant within date that is sixty (60) days prior to the Effective Date of termination. Any such Termination Notice shall indicate whether Landlord elects (i) for Tenant or an Affiliate of Tenant reasonably acceptable to Landlord (“CSL Manager”) to manage the applicable Facility(ies) after the occurrence effective date of termination (a “Management Election”) or (ii) to transition the applicable Facility(ies) (a “Transition Election”) to a new operator (a “Successor Operator”). Upon any such damage termination, whether pursuant to a Management Election or destructiona Transition Election, the applicable Facility shall be deleted from the Master Lease. To If, as of December 1, 2020, Landlord has not delivered a Termination Notice for any given Facility(ies), then, with respect to such Facility(ies), Landlord will be deemed to have delivered a Termination Notice making a Management Election for such Facility(ies) with an effective date of termination of December 31, 2020. Landlord and Tenant acknowledge and agree that the extent Base Rent allocable to each Facility as of the date hereof is as listed on Schedule 4A attached hereto. If Landlord makes a Management Election, Tenant would effect an operational transfer to Landlord or Landlord’s affiliate pursuant to the terms of Section 15.9 of the Master Lease (and any other applicable provision of the Master Lease), provided, however that Tenant is required shall, or shall cause the CSL Manager to, upon the effective date of termination of the applicable Facility(ies), enter into a property management agreement with Landlord with respect to insure Leasehold Improvementsthe applicable Facility(ies) on market terms and in form prepared by Landlord in its reasonable judgment, Alterationswhich management agreement shall, tenant fixtures in any event: Have an initial term expiring on the date that the Master Lease would have expired for the applicable Facility(ies) or other property, such shorter term as Landlord may specific; Provide for a management fee equal to 5% of the gross revenues of the applicable Facility(ies); Be terminable at any time by Landlord for any or no reason on at least 30 days’ prior written notice; and Include transition obligations substantially equivalent to the transition obligations of Tenant under other provisions of this the Master Lease, which as supplemented by this Agreement. If Landlord is required to repair after makes a casualtyTransition Election, Tenant shall cause effect an operational transfer of the applicable Facility(ies) to the Successor Operator(s) designated by Landlord pursuant to Section 15.9 of the Master Lease (and any other applicable provision of the Master Lease), which will include: If licenses, permits or certificates held in Tenant’s name cannot be transferred, or cannot be transferred immediately, to Successor Operator, then Tenant shall, at Landlord’s request, enter into an interim management arrangement or another so called “bridging” arrangement in form and substance reasonably acceptable to Landlord and Successor Operator, which will lawfully permit Successor Operator to continue to operate the Facility, and engage in the normal activities of the Facility, under Tenant’s license, permit or certificate, as applicable, until the earliest of completion of such license, permit and certificate transfers, issuance of replacement licenses, permits and certificates. Under the interim management agreement or bridging arrangements, Successor Operator will be entitled to all revenues but also bear all obligations and expenses, both operating and capital, and including all rent obligations, during the effectiveness of any such agreement. Tenant shall, for each Facility, enter into (and perform its obligations under) an operations transfer agreement (in the form required under Section 4.3.2), with Successor Operator providing for an orderly transfer and transition of the business operations, operational assets and employees to Successor Operator, in each case, for nominal or no consideration. Such operations transfer agreement shall provide for customary indemnities and prorations and other payments of operating revenues and expenses between Tenant and Successor Operator, all of which Tenant agrees to pay or satisfy if and when required under the terms of such agreement provided that a reconciliation process and timeframes for such payment are included in such agreement. Provisions regarding prorations under such operations transfer agreement shall generally provide that revenues and expenses of the Facility attributable to the period prior to the transition date or “closing” date under such operations transfer agreement (the “OTA Closing Date”) shall be for the account of Tenant and that revenues and expenses of the Facility attributable to the period from and after the OTA Closing Date shall be for the account of Successor Operator. Tenant and its Affiliates shall agree to customary provisions regarding the non-solicitation/non-hire of employees and customers of the Facilities for a period of two years following the final transition to Successor Operator. At the option of Landlord, Tenant shall, at its sole cost and expense, procure a two year “tail” policy providing for commercial general and professional liability insurance proceeds (if such coverage prior to be paid over to closing was obtained under a claims made insurance policy) meeting the requirements of the Master Lease for such insurance, naming Landlord, Successor Operator, and/or Landlord’s other designees as additional insureds.

Landlord’s Termination Right. If the Demised Premises or Tenant’s access thereto or the Building are totally or partially damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore have the base Building and the Demised Premises right at its sole option, to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant be exercised within thirty (30) days after casualtyreceipt of Tenant’s Proposed Transfer Notice (the “Acceptance Period”), in Landlord’s commercially reasonable judgment such repair and restoration to terminate this Lease (i) as to the Affected Portion for the term of the base Building proposed sublease, and Demised (ii) with respect to the entire Premises by Landlord canin the case of a proposed assignment, as of a date specified in a notice to Tenant, which date shall not be completed within earlier than sixty (60) days nor later than one hundred eighty and twenty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90120) days after Landlord’s substantial completion notice to Tenant; provided, however, that upon the termination date as set forth in Landlord’s notice, all obligations relating to the period after such termination date (but not those relating to the period before such termination date) through the end of the repair and restoration term of the base Building proposed sublease or assignment shall cease and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then promptly upon being billed therefor by Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds make final payment of all Annual Fixed Rent and Additional Rent due from Tenant through the termination date. For avoidance of doubt, if a proposed sublease, for example, is for a proposed term from Rent Year 7 through the end of Rent Year 8, Tenant shall recommence its lease of the Affected Portion as of Rent Year 9 on the terms and conditions and for the remaining term set forth in this Lease. In the event that Landlord shall not exercise its termination rights as aforesaid, or shall fail to give any or timely notice pursuant to this Section the provisions of Sections 12.4, 12.6 and 12.7 shall be paid over applicable. This Section 12.3 shall not be applicable to an assignment or sublease pursuant to Section 12.5. Notwithstanding the foregoing to the contrary, Landlord’s recapture rights under this Section 12.3 shall not apply to any Initial Subleases (as hereinafter defined). An “Initial Sublease” shall be defined as a sublease for any portion of the Premises located on the eighth (8th) floor of the Building, the term of which (i) commences prior to the date three (3) years after the Rent Commencement Date, and (ii) expires no later than five (5) years after the commencement date of the applicable Initial Sublease (including all extension and renewal options).

Landlord’s Termination Right. If the Demised Premises or Tenant’s access thereto or the Building This Lease and Landlord's obligations hereunder are totally or partially damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusablesubject to and conditioned upon Landlord's obtaining, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualtythe date hereof, in Landlord’s commercially reasonable judgment such repair the written approval of this Lease and restoration the use of the base Building Premises permitted under Article 5 hereof from the holder of any mortgage currently encumbering the Land or any portion thereof or interest therein and Demised Premises from any other person or entity whose approval thereof is required by law or by any contract to which Landlord canis a party or which is binding on or affects Landlord or the Project or any portion thereof. If Landlord has not be completed obtained all such approvals within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involvedsaid 30-day period, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right to terminate this Lease by giving delivering written notice of termination to Tenant within sixty five (605) days after the occurrence expiration of said 30-day period. Landlord shall give notice to Tenant (the "Approval Notice") when Landlord has obtained all such damage approvals. If Landlord has not delivered the Approval Notice to Tenant within thirty(30) days after the date hereof, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord at any time after the expiration of said 30-day period and prior to the date on which Landlord delivers the Approval Notice. Upon any termination of this Lease under this Article, Landlord shall return the Initial Security Deposit to Tenant, and neither Landlord nor Tenant shall have further rights or destruction. To obligations under this Lease, except for any such rights or obligations which expressly survive the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures expiration or other property, under other provisions termination of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to Landlord.. [NO FURTHER TEXT ON THIS PAGE]

Landlord’s Termination Right. If Notwithstanding anything to the Demised Premises or Tenant’s access thereto or the Building are totally or partially damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusablecontrary contained in Section 19.01, and if the Landlord may elect to terminate this Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was by notifying Tenant in prior to writing of such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant termination within thirty sixty (3060) days after casualtythe date of damage (such termination notice to include a termination date providing at least one hundred twenty (120) days for Tenant to vacate the Premises), if the Building shall be damaged by fire or other casualty or cause such that: (a) repairs to the Premises and access thereto cannot reasonably be completed within one hundred eighty days (180) after the casualty without the payment of overtime or other premiums, (b) any Holder (as defined in Article 24) shall require that the insurance proceeds or any portion thereof be used to retire the Mortgage debt (or shall terminate the ground lease, as the case may be), or the damage is not fully covered by Landlord’s insurance policies, or (c) the cost of the repairs, alterations, restoration or improvement work would exceed twenty-five percent (25%) of the replacement value of the Building. If this Lease is so terminated, (a) the Term shall expire upon the date set forth in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Landlord cannotice, which shall not be completed within less than one hundred eighty (180) days after such notice is given, and Tenant shall vacate the occurrence of such damage or destruction Premises and surrender the same to Landlord no later than the date set forth in the notice, (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permitsb) or Tenant’s additional repair and restoration liability for Rent shall cease as of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion date of the repair and restoration damage, (c) any prepaid Rent for any period after the date of the base Building damage shall be refunded by Landlord to Tenant, and Demised Premises (taking into account d) Landlord shall be entitled to collect all insurance proceeds of policies held by Landlord or Tenant providing coverage for Alterations and other improvements to the time needed for effecting a satisfactory settlement with any Premises. Landlord shall retain such proceeds from Tenant’s insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right only to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold ImprovementsLandlord performed or paid for such Alterations and improvements, Alterationswhether by contribution, tenant fixtures offset or other propertyotherwise, under other provisions and the balance of this Leasesuch proceeds, which Landlord is required to repair after a casualtyif any, Tenant shall cause such insurance proceeds to be paid over to LandlordTenant.

Landlord’s Termination Right. If (a) the Demised Premises or Tenant’s access thereto or the Building are totally or partially damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusableCasualty Repair Notice (Landlord) indicates a Repair Period – Estimated (Landlord) that exceeds one hundred and eighty (180) days, and if (b) the Lease is not terminated pursuant to this Article 9Casualty Event occurs at a time when there are 12 months or less remaining in the Term, then Landlord may, by thirty (30) days written notice to Tenant, terminate this Lease. Additionally, destruction of the entirety (or substantially all) of the Building shall diligently repair and restore automatically terminate this Lease (a “Casualty-Complete Termination”) (in which case Landlord must provide written notice of such Casualty-Complete Termination within ninety (90) days after the base Building and date of the Demised Premises Casualty Event). The foregoing notwithstanding, Tenant shall have the right to substantially the same condition it was in prior negate such a Casualty-Complete Termination by virtue of (a) providing written notice to such damage or destruction; providedLandlord, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualty, in LandlordTenant’s commercially reasonable judgment such repair and restoration receipt of the base Building and Demised Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involvedCasualty-Complete Termination notice, removal of debris, preparation of plans and issuance of all required governmental permits) or stating Tenant’s additional repair desire for Landlord to complete the Casualty Restoration Standard – Landlord, rather than allow the Lease to terminate; and restoration (b) including in such notice a waiver by Tenant of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right rights to terminate this Lease under Section 8.1.1.1, above. In such case, Tenant agrees that the net period of Base Rent abatement related to such Casualty Event shall not exceed an aggregate of five hundred forty (540) calendar days. In order to achieve such net period of Base Rent abatement, Landlord and Tenant agree that any period of time, in excess of five hundred forty (540) calendar days, during which the Base Rent is abated in connection with such Casualty Event shall, by giving virtue of written notice of termination from Landlord to Tenant within upon Landlord’s completion of the Casualty Restoration Standard-Landlord, be deemed to have been added to the end of the Term of this Lease (e.g., in the event that Base Rent is abated for a total of seven hundred (700) calendar days in connection with Landlord’s completion of the Casualty Restoration Standard – Landlord, the Term shall (upon the completion of the Casualty Restoration Standard – Landlord) be deemed to have been extended by one hundred sixty (60160) days after the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to Landlordadditional days).

Landlord’s Termination Right. If Notwithstanding anything to the Demised contrary contained in Section 11.3, (a) if the Premises are totally damaged or Tenant’s access thereto or are rendered wholly untenantable, (b) if the Building are totally or partially shall be so damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualtythat, in Landlord’s commercially reasonable judgment such repair and restoration opinion, substantial alteration, demolition, or reconstruction of the base Building and Demised Building, as the case may be, shall be required (whether or not the Premises are so damaged or rendered untenantable), (c) if any Mortgagee shall require that the insurance proceeds or any portion thereof be used to retire the Mortgage debt or any Lessor shall terminate the Superior Lease, as the case may be, or (d) if the damage is not fully covered, except for deductible amounts, by Landlord cannot be completed within one hundred eighty (180) days after the occurrence Landlord’s insurance policies, then in any of such damage or destruction (taking into account events, Landlord may, not later than 60 days following the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration date of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involveddamage, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlordterminate this Lease by notice to Tenant, provided that if the Premises are not damaged, Landlord also may not terminate this Lease unless Landlord similarly terminates the leases of all other tenants in the Building aggregating at least 50% of the portion of the Building occupied for office purposes immediately prior to such damage, or such lesser percentage of the Building’s office space that is subject to leases under which Landlord has such a termination right and where the premises thereunder were similarly situated tenants, shall have the right to terminate affected by such casualty. If this Lease by giving written is so terminated, (a) the Term shall expire upon the 30th day after such notice is given, (b) Tenant shall vacate the Premises and surrender the same to Landlord, (c) Tenant’s liability for Rent shall cease as of termination to Tenant within sixty the date of the damage, and (60d) days any prepaid Rent for any period after the occurrence date of such the damage or destruction. To the extent that Tenant is required shall be refunded by Landlord to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to LandlordTenant.

Landlord’s Termination Right. If the Demised Premises Building is so damaged by fire or Tenantother casualty that, in Landlord’s access thereto opinion, substantial alteration, demolition, or reconstruction of the Building are totally or partially is required (regardless of whether the Premises have been damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9rendered untenantable), then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in may terminate this Lease by giving Tenant notice thereof on or prior to the one hundred twentieth (120th) day after such damage fire or destructionother casualty; provided, however, that ifif the Premises are not substantially damaged or rendered substantially untenantable by such fire or other casualty, based on a written, certified estimate from then Landlord may not so terminate this Lease unless Landlord elects to terminate leases (including this Lease) affecting at least seventy-five percent (75%) of the leasable area of the Building (excluding any portion of the Building leased to or occupied by Landlord or Landlord’s architect delivered to Tenant within thirty (30) days after casualty, in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Affiliates). If Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right elects to terminate this Lease as aforesaid, then (I) the Term shall expire on a date set by giving written Landlord that (A) is not sooner than (i) the tenth (10th) day after the date that Landlord gives such notice (if all or substantially all of the Premises is rendered untenantable by such fire or other casualty), and (ii) the ninetieth (90th) day after the date that Landlord gives such notice (if less than all or substantially all of the Premises is rendered untenantable by such fire or other casualty), and (B) is not later than the first (1st) anniversary of the date on which such fire or other casualty occurs, and (II) Tenant, on such date set by Landlord, shall vacate the Premises and surrender the Premises to Landlord in accordance with the terms of this Lease that govern Tenant’s obligations upon the expiration or earlier termination of the Term. Upon the termination of this Lease under this Section 15.4, the Rental shall be apportioned and any prepaid portion of the Rental for any period after the date that the abatement of Rental as described in Section 15.3 hereof becomes effective shall be refunded promptly by Landlord to Tenant within sixty (60) days after and Landlord’s obligation to make such refund shall survive the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to LandlordExpiration Date).

Landlord’s Termination Right. If In the Demised event Tenant desires to (a) assign this Lease, or (b) to sublet all or substantially all of the total Rentable Floor Area of the Primary Premises for a term equal to all or Tenant’s access thereto substantially all of the remaining Term hereof (any such sublease being hereinafter referred to as a “Major Sublease”), Tenant shall give Landlord either (y) a Proposed Transfer Notice of any proposed sublease or assignment in the Building are totally event Tenant already has a specific assignment or partially damaged sublease transaction or destroyed thereby rendering the Demised Premises totally (z) a notice stating that Tenant is contemplating entering into an assignment or partially inaccessible or unusable, Major Sublease (either such notice being hereinafter referred to as a “Notice of Intent to Transfer”) and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore have the base Building and the Demised Premises right at its sole option, to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant be exercised (1) within thirty (30) days after casualtyreceipt of Tenant's Notice of Intent to Transfer, or (2) within fifteen (15) business days after receipt of Tenant's Proposed Transfer Notice (such response time period, as applicable to the type of notice received from Tenant, being referred to herein as the “Acceptance Period”), to terminate this Lease as of a date specified in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Landlord cana notice to Tenant, which date shall be not be completed within earlier than one hundred twenty (120) days nor later than one hundred eighty (180) days after Landlord's notice to Tenant. In the occurrence event Landlord exercises such right of termination, Tenant may rescind Tenant's Notice of Intent to Transfer by delivering written notice thereof to Landlord within five (5) business days after Landlord's termination notice, in which case such damage Tenant's Notice of Intent to Transfer shall be deemed rescinded and void and of no further force and effect and Tenant shall not proceed with the proposed transfer. Upon the termination date as set forth in Landlord's notice, all obligations relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all Annual Fixed Rent and Additional Rent due from Tenant through the termination date. In the event that Landlord shall not exercise its termination rights as aforesaid, or destruction shall fail to give any or timely notice pursuant to this Section, the provisions of Sections 12.4, 12.6 and 12.7 shall be applicable. This Section 12.3 shall not be applicable to an assignment or sublease pursuant to Section 12.5. For purposes of this Section 12.3, a sublease shall be deemed to be for all or substantially all of the Premises if the proposed sublease space contains at least 90% of the total Rentable Floor Area of the Premises and a sublease shall be deemed to be for all or substantially all of the remaining Term of this Lease if such sublease would expire with less than twelve (12) months remaining prior to the expiration of the Term (taking into account any extension option previously exercised 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx, Inc. Lease by Tenant). Notwithstanding anything herein to the time needed for effecting contrary, if Landlord fails to exercise its rights under this Lease with respect to a satisfactory settlement with any insurance company involvedNotice of Intent to Transfer within the Acceptance Period, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises canLandlord will not be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall thereafter have the right to terminate exercise its rights under this Lease by giving written notice Section 12.3 with respect to a Proposed Transfer Notice for any portion of termination the space identified in Tenant's previous Notice of Intent to Tenant Transfer provided Tenant's Proposed Transfer Notice is received within sixty the one hundred fifty (60150) days after the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to Landlordday time period set forth in Section 12.4 below.

Landlord’s Termination Right. If Notwithstanding anything to the Demised contrary contained in Section 11.3, if (a) the Premises are totally damaged or Tenant’s access thereto or are rendered wholly Untenantable, (b) the Building are totally or partially shall be so damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualtythat, in Landlord’s commercially reasonable judgment such repair and restoration opinion, substantial alteration, demolition, or reconstruction of the base Building and Demised shall be required (whether or not the Premises are so damaged or rendered Untenantable), (c) any Mortgagee shall require that the insurance proceeds or any portion thereof be used to repay the Mortgage debt, or any Superior Lessor shall terminate the Superior Lease, as the case may be, or (d) the damage is not fully covered, except for deductible amounts, by Landlord cannot be completed within one hundred eighty (180) days after the occurrence Landlord’s insurance policies, then, in any of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involvedevents, removal of debrisLandlord may, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right to terminate this Lease by giving written notice of termination to Tenant within later than sixty (60) days following the date of the damage, terminate this Lease by notice to Tenant, provided that if the Building, but not the Premises, is damaged, Landlord may not terminate this Lease unless Landlord similarly terminates the leases of other tenants in the Building aggregating (together with the Premises) at least 75% of the portion of the Building occupied for office purposes immediately prior to such damage. If this Lease is terminated under this Section 11.4, (v) the Term shall expire on the 30th day after such notice is given, (w) Tenant shall vacate the Premises and surrender the same to Landlord, (x) Tenant’s liability for Rent shall cease as of the date of the damage, (y) any prepaid Rent for any period after the occurrence date of the damage shall be refunded by Landlord to Tenant and (z) Landlord shall be entitled to collect all insurance proceeds of policies held by Landlord or Tenant providing coverage for the Initial Installations and other improvements to the Premises. Landlord shall retain such damage or destruction. To proceeds from Tenant's insurance only to the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures Landlord performed or paid for such Initial Installations or other propertyAlterations and improvements, under other provisions whether by contribution, offset or otherwise, and the balance of this Leasesuch proceeds, which Landlord is required to repair after a casualtyif any, Tenant shall cause such insurance proceeds to be paid over to Landlord.Tenant. Section 11.5

Landlord’s Termination Right. If Except in the Demised Premises or Tenant’s access thereto or the Building are totally or partially damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusableevent of an assignment of Lease which is triggered by an acquisition of Tenant by another entity, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair have the right in its sole and restore absolute discretion to terminate this Lease with respect to the base Building and Proposed Transfer Space as of the Demised Premises to substantially the same condition it was in prior to such damage or destruction; providedProposed Transfer Commencement Date, however, that if, based on a written, certified estimate from Landlord’s architect delivered to by sending Tenant written notice within thirty (30) days after casualtyLandlord's receipt of Tenant's Request Notice. If the Proposed Transfer Space does not constitute the entire Demised Premises and Landlord elects to terminate this Lease with respect to the Proposed Transfer Space, then: (i) Tenant shall tender the Proposed Transfer Space to Landlord on the Proposed Transfer Commencement Date as if the Proposed Transfer Commencement Date had been originally set forth in Landlord’s commercially reasonable judgment such repair and restoration this Lease as the expiration date of the base Building Lease Term with respect to the Proposed Transfer Space; and Demised Premises by Landlord cannot be completed within one hundred eighty (180ii) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of as to all required governmental permits) or Tenant’s additional repair and restoration portions of the Demised Premises cannot other than the Proposed Transfer Space, this Lease shall remain in full force and effect, and the Base Annual Rent and Tenant's Proportionate Share shall be completed within ninety (90) days after Landlord’s substantial completion reduced proportionately based on square footage. Unless otherwise agreed in writing, Tenant shall pay all expenses of demising walls and other construction required to permit the operation of the repair and restoration Proposed Transfer Space separate from the balance of the base Building and Demised Premises. If the Proposed Transfer Space constitutes the entire Demised Premises and Landlord elects to terminate this Lease, then: (taking into account i) Tenant shall tender the time needed for effecting a satisfactory settlement with any insurance company involvedDemised Premises to Landlord on the Proposed Transfer Commencement Date, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided (ii) the Lease Term shall terminate on the Proposed Transfer Commencement Date. If Landlord also terminates the leases of all other similarly situated tenants, shall have the exercises its right to terminate this Lease by giving written notice with respect to the Proposed Transfer Space (whether the Proposed Transfer Space constitutes all or part of termination the Demised Premises, Tenant agrees that Landlord shall have access to Tenant within sixty the Proposed Transfer Space thirty (6030) days after prior to the occurrence of such damage effective termination date for remodeling or destruction. To redecorating purposes, or to show the extent that Tenant is required Proposed Transfer Space to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to Landlordprospective tenants.

Landlord’s Termination Right. If Notwithstanding anything to the Demised contrary contained in Section 14.1, if the Premises are totally damaged or Tenant’s access thereto are rendered wholly untenantable, or if the Building is so damaged that in Landlord’s opinion, substantial alteration, demolition, or reconstruction of the Building is required (whether or not the Premises are totally or partially so damaged or destroyed thereby rendering rendered untenantable), then in either of such events, Landlord may, not later than sixty (60) days following the Demised Premises totally or partially inaccessible or unusabledate of the damage, and give Tenant a notice terminating this Lease, provided that if the Premises are not damaged, Landlord may not terminate this Lease is not terminated pursuant to unless Landlord similarly terminates the leases of other office tenants in the Building aggregating, together with this Article 9Lease, then Landlord shall diligently repair and restore at least fifty percent (50%) of the base portion of the Building and the Demised Premises to substantially the same condition it was in occupied for office purposes immediately prior to such damage or destruction; provideddamage. If this Lease is so terminated, however, that if, based on a written, certified estimate from (i) the Term shall expire upon the date set forth in Landlord’s architect delivered to Tenant within notice, which shall not be less than thirty (30) days after casualtysuch notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord no later than the date set forth in Landlordthe notice, (ii) Tenant’s commercially reasonable judgment such repair and restoration liability for Rent shall cease as of the base Building and Demised Premises date of the damage, (iii) any prepaid Rent for any period after the date of the damage shall be refunded by Landlord cannot to Tenant, and (iv) Landlord shall be completed within one hundred eighty (180) days after entitled to collect all insurance proceeds of policies held by Landlord or Tenant providing coverage for Alterations and other improvements to the occurrence of Premises. Landlord shall retain such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or proceeds from Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right only to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold ImprovementsLandlord performed or paid for such Alterations and improvements, Alterationswhether by contribution, tenant fixtures offset or other propertyotherwise, under other provisions and the balance of this Leasesuch proceeds, which Landlord is required to repair after a casualtyif any, Tenant shall cause such insurance proceeds to be paid over to LandlordTenant.

Landlord’s Termination Right. If Notwithstanding anything to the Demised Premises or Tenant’s access thereto or contrary contained in Section 13.1, if the Building are totally or partially shall be so damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualtythat, in Landlord’s commercially 's reasonable judgment such repair and restoration opinion, demolition of the base Building and Demised shall be required (whether or not the Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage shall have been damaged or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permitsrendered untenantable), then Landlordin such event, Landlord may, not later than 60 days following the date of the damage, give Tenant a written notice terminating this Lease, provided that if the Premises are not substantially damaged or rendered substantially untenantable, Landlord also terminates the leases of all other similarly situated tenants, shall have the right to may not terminate this Lease unless it shall elect to terminate leases (including this Lease) affecting at least 60 percent of the rentable area of the Building (excluding any rentable area occupied by giving written Landlord or its affiliates). If this Lease is so terminated, (i) the Term shall expire upon the 10th day after such notice is given, (ii) Tenant shall vacate the Premises and surrender the same to Landlord, (iii) Tenant's liability for Rent shall cease as of termination to Tenant within sixty the date of the damage, (60iv) days any prepaid Rent for any period after the occurrence date of the damage shall be refunded by Landlord to Tenant, and (v) Landlord shall collect the insurance proceeds of policies providing coverage for Alterations and other improvements to the Premises. Landlord shall retain such damage or destruction. To proceeds to the extent that Tenant is required to insure Leasehold ImprovementsLandlord performed or paid for such Alterations and improvements, Alterationswhether by contribution, tenant fixtures offset or other propertyotherwise. The balance of such proceeds, under other provisions of this Leaseif any, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to LandlordTenant.

Landlord’s Termination Right. If Notwithstanding anything to the Demised Premises or contrary contained in the Lease, Landlord shall have the right (“Landlord’s Termination Right”) to terminate the Lease effective as of the date (the “Lease Termination Date”) that is thirty (30) days following Tenant’s access thereto or receipt of Landlord’s notice (the Building are totally or partially damaged or destroyed thereby rendering “Landlord’s Notice”), as though such date were the Demised Premises totally or partially inaccessible or unusabledate originally set forth in the Lease as its expiration date, provided that Tenant receives the Landlord’s Notice before the expiration of the Contingency Period (as such term is defined in Paragraph 5 below), and if Tenant will surrender possession of the Premises in the condition required under the Lease, including, but not limited to, Section 40 of the Lease, and as amended hereby, on or before the Lease is not terminated pursuant to this Article 9Termination Date, then Landlord shall diligently repair and restore the base Building and the Demised Premises parties’ respective rights and obligations accruing under the Lease shall terminate on such Lease Termination Date (except for those rights and obligations which expressly, or by their nature, survive the termination of the Lease, including all indemnification obligations under the Lease). Further, any options of Tenant to substantially expand the same condition it was Premises, to lease or to negotiate to lease additional space, to purchase the Premises, and any renewal or extension options under the Lease shall be null and void effective on the date of Landlord’s Notice. Nothing contained in this First Amendment shall be deemed to waive any claims that Landlord may have against Tenant for Rent due and payable under the Lease prior to such damage or destructionthe Lease Termination Date. Promptly following Landlord’s Notice, the parties shall act in good faith to enter into an agreement confirming the provisions of the termination of the Lease (the “Termination Agreement”) substantially in the form attached hereto as Exhibit A; provided, however, that if, based on a written, certified estimate from an otherwise valid exercise of Landlord’s architect delivered rights hereunder shall be effective to Tenant within thirty (30) days after casualtyterminate the Lease whether or not such Termination Agreement is executed by the parties, and in Landlord’s commercially reasonable judgment such repair and restoration the event of any failure of the base Building parties to execute such Termination Agreement prior to the Lease Termination Date, the terms and Demised Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration conditions set forth in Paragraph 5 of the Demised Premises cannot Termination Agreement shall be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds deemed to be paid over to Landlordautomatically incorporated into this First Amendment and shall be fully binding upon Landlord and Tenant.

Landlord’s Termination Right. If Notwithstanding anything to the Demised contrary contained in Section 14.1, if the Premises are totally damaged or Tenant’s access thereto are rendered wholly untenantable, or if the Building is so damaged that in Landlord's opinion, substantial alteration, demolition, or reconstruction of the Building is required (whether or not the Premises are totally or partially so damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualty, in Landlord’s commercially reasonable judgment such repair and restoration of the base Building and Demised Premises by Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permitsrendered untenantable), then Landlordin either of such events, Landlord may, not later than 60 days following the date of the damage, give Tenant a notice terminating this Lease, provided that if the Premises are not damaged, Landlord also may not terminate this Lease unless Landlord similarly terminates the leases of other tenants in the Building covering, in the aggregate, at least 50% of the rentable area of the Building which is or was occupied immediately prior to such damage. If this Lease is so terminated, (i) the Term shall expire upon the date set forth in Landlord's notice (with the same effect as if such date were the Expiration Date), which shall not be less than 30 days after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord no later than the date set forth in the notice, (ii) Tenant's liability for Rent which accrues thereafter shall cease as of the date of the damage, (iii) any prepaid Rent for any period after the date of the damage shall be refunded by Landlord to Tenant, and (iv) Landlord shall be entitled to collect all insurance proceeds of policies held by Landlord or Tenant providing coverage for Alterations and other similarly situated tenantsimprovements to the Premises (including the Initial Installations). Landlord shall retain from such proceeds from Tenant's insurance an amount equal to the unamortized portion of the sum total of amounts paid by Landlord for such Alterations and improvements (including the Initial Installations), whether by contribution, offset or otherwise, and the balance of such proceeds, if any, shall have the right be paid to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of Tenant, such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds amortization to be paid calculated using a straight-line amortization schedule over to Landlordthe useful life of the Alteration or improvement determined in accordance with generally accepted accounting principles consistently applied, with interest thereon at the Base Rate plus 2% per annum.

Landlord’s Termination Right. If Notwithstanding anything to the Demised contrary contained in Section 11.3, (a) if the Premises are totally damaged or Tenant’s access thereto or are rendered wholly untenantable, (b) if the Building are totally or partially shall be so damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualtythat, in Landlord’s commercially reasonable judgment such repair and restoration opinion, substantial alteration, demolition, or reconstruction of the base Building and Demised shall be required (whether or not the Premises are so damaged or rendered untenantable), (c) if any Mortgagee shall require that the insurance proceeds or any portion thereof be used to retire the Mortgage debt or any Lessor shall terminate the Superior Lease, as the case may be, or (d) if the damage is not fully covered, except for deductible amounts, by Landlord cannot be completed within one hundred eighty (180) days after the occurrence Landlord's insurance policies, then in any of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involvedevents, removal of debrisLandlord may, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right to terminate this Lease by giving written notice of termination to Tenant within later than sixty (60) days following the date of the damage, terminate this Lease by notice to Tenant, provided that if the Premises are not damaged, Landlord may not terminate this Lease unless Landlord similarly terminates the leases of other tenants in the Building aggregating at least fifty percent (50%) of the portion of the Building occupied for office purposes immediately prior to such damage. If this Lease is so terminated, (a) the Term shall expire upon the thirtieth (30th) day after such notice is given, (b) Tenant shall vacate the Premises and surrender the same to Landlord, (c) Tenant’s liability for Rent shall cease as of the date of the damage, and (d) any prepaid Rent for any period after the occurrence date of such the damage or destruction. To and the extent that Tenant is required Security Deposit shall be promptly refunded by Landlord to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to LandlordTenant.

Landlord’s Termination Right. If Notwithstanding anything to the Demised contrary contained in Paragraph 17.1, if as a result of damage by fire or other casualty: (a) the Premises are totally damaged or Tenant’s access thereto or are rendered wholly untenantable; (b) the Building are totally or partially shall be so damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusable, and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore the base Building and the Demised Premises to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant within thirty (30) days after casualtythat, in Landlord’s commercially reasonable judgment such repair and restoration opinion, substantial alteration, demolition, or reconstruction of the base Building and Demised shall be required (whether or not the Premises by Landlord are so damaged or rendered untenantable); (c) in Landlord’s reasonable judgment, repairs cannot reasonably be completed within one two hundred eighty seventy (180270) days after the occurrence date of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration discovery of the Demised Premises candamage (when such repairs are made without the payment of overtime or other premiums); (d) any Mortgagee requires that the insurance proceeds or any material portion thereof be used to retire the mortgage debt, or any ground lessor shall terminate the ground lease; (e) any damage to the Building is not fully covered (except for deductibles) by Landlord’s insurance policies; or (f) Landlord decides to rebuild the Building or Common Areas so that they will be completed within substantially different structurally or architecturally, then, in any of the foregoing events, Landlord may, not later than ninety (90) days after Landlord’s substantial completion following the date of discovery of the repair and restoration of damage, terminate this Lease by notice to Tenant; provided that if the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involvedare not damaged, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also may not terminate this Lease unless Landlord terminates the leases of all other similarly situated tenants, shall have tenants in the Building (if any). If Landlord elects to exercise its right to terminate this Lease by giving written notice of termination pursuant to Tenant within sixty (60) days after this Paragraph 17.2, this Lease shall be deemed to have terminated in the occurrence of such damage or destruction. To the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualty, Tenant shall cause such insurance proceeds to be paid over to Landlordmanner set forth in Paragraph 17.4 below.

Landlord’s Termination Right. If Notwithstanding the Demised Premises provisions of Section 12.1 above, in the event Tenant desires to assign this Lease or Tenant’s access thereto to sublet the whole or any part of the Building are totally or partially damaged or destroyed thereby rendering the Demised Premises totally or partially inaccessible or unusablePremises, Tenant shall notify Landlord thereof in writing (“Assignment/Sublease Notice”) and if the Lease is not terminated pursuant to this Article 9, then Landlord shall diligently repair and restore have the base Building and the Demised Premises right at its sole option, to substantially the same condition it was in prior to such damage or destruction; provided, however, that if, based on a written, certified estimate from Landlord’s architect delivered to Tenant be exercised by written notice (“Recapture Notice”) given within thirty (30) days after casualtyreceipt of Tenant’s Assignment/Sublease Notice, in Landlord’s commercially reasonable judgment to terminate this Lease (provided however, that if Tenant proposes to sublet less than the entire Premises and/or such repair and restoration proposed subletting is for less than the balance of the base Building and Demised Premises by Term, Landlord cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or Tenant’s additional repair and restoration of the Demised Premises cannot be completed within ninety (90) days after Landlord’s substantial completion of the repair and restoration of the base Building and Demised Premises (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord, provided Landlord also terminates the leases of all other similarly situated tenants, shall have the right to terminate this the Lease by giving written notice only with respect to the portion of termination the Premises proposed to Tenant within be sublet and for the term of the proposed subletting) as of a date specified in the Recapture Notice, which date shall not be earlier than sixty (60) days nor later than one hundred and twenty (120) days after the occurrence date of Landlord’s Recapture Notice; provided, however, that upon the termination date as set forth in Landlord’s Recapture Notice, all obligations relating to the period after such damage or destruction. To termination date (but not those relating to the extent that Tenant is required to insure Leasehold Improvements, Alterations, tenant fixtures or other property, under other provisions of this Lease, which Landlord is required to repair after a casualtyperiod before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall cause such insurance proceeds make final payment of all Annual Fixed Rent and Additional Rent due from Tenant through the termination date. Notwithstanding the foregoing, Tenant shall have the right, by written notice to Landlord given within five (5) business days after receipt of the Recapture Notice, to withdraw Tenant’s Assignment/Sublease Notice, whereupon Landlord’s Recapture Notice shall be paid over of no further force and effect, this Lease shall remain in full force and effect, and Tenant shall not have the right to Landlordassign or sublet as set forth in Tenant’s Assignment/Sublease Notice. In the event that Landlord shall not exercise its termination rights as aforesaid, or shall fail to give any or timely notice pursuant to this Section the provisions of Sections 12.4-12.7 shall be applicable. This Section 12.3 shall not be applicable to an assignment or sublease pursuant to Section 12.2.