Common use of Landlord’s Termination Right Clause in Contracts

Landlord’s Termination Right. In the event of any of the following circumstances, Landlord may elect either to terminate this Lease or to perform Landlord’s Restoration Work, as more particularly described in Paragraph 25.1: (a) If Landlord’s Restoration Work cannot, in Landlord’s good faith estimate (as determined in accordance with Paragraph 25.2), be completed within one (1) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure Event), or (b) If the Casualty occurs during the last twelve (12) months of the Term; provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(b) if Tenant, at the time of such damage, has the right to extend the Term pursuant to Paragraph 3.3, and Tenant exercises such Extension Option not later than the earlier to occur of (i) the last day of the then applicable Exercise Period set forth in Paragraph 3.3.2 or (b) thirty (30) days following the delivery to Tenant of Landlord’s Casualty Notice, or (c) If the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any deductible); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c), if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed with Landlord’s Restoration Work as if the Casualty had been insured. Landlord’s withdrawals from the trust account shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills, or (d) If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural or architectural form than existed before the Casualty.

Landlord’s Termination Right. In Notwithstanding the provisions of Section 12.1 above, in the event of Tenant desires to assign this Lease or to sublet all or any portion of the following circumstancesRentable Floor Area of the Premises, Tenant shall notify Landlord may elect either thereof in writing and Landlord shall have the right at its sole option, to be exercised within ten (10) business days after receipt of Tenant’s notice (the “Acceptance Period”), to terminate this Lease or as of a date specified in a notice to perform Tenant, which date shall not be earlier than sixty (60) days nor later than one hundred and twenty (120) days after Landlord’s Restoration Work, as more particularly described in Paragraph 25.1: (a) If Landlord’s Restoration Work cannot, in Landlord’s good faith estimate (as determined in accordance with Paragraph 25.2), be completed within one (1) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure Event), or (b) If the Casualty occurs during the last twelve (12) months of the Termnotice 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) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all rent and additional rent due from Tenant through the termination date. Notwithstanding the foregoing, in the event that Tenant shall only propose to sublease a portion of the Premises and/or to enter into a sublease for less than all or substantially all of the then-remaining Lease Term: (i) Landlord may not shall only have the right to so terminate this Lease with respect to the portion of the Premises which Tenant proposes to sublease (the “Terminated Portion of the Premises”) and from and after the termination date 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 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; and (ii) in the case of sublease for less than all or substantially all of the then-remaining Lease Term, Landlord shall only have the right to suspend the term of this Lease pro tanto for the term of the proposed sublease (i.e. the Term of the Lease in respect of the subleased premises shall be terminated for the term of the proposed sublease and then reinstated upon the expiration or earlier termination of such sublease term). 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 Paragraph 25.3(b) if Tenant, at Section the time provisions of such damage, Sections 12.4-12.7 shall be applicable. In the case of a partial subletting where Landlord has the exercised its termination right to extend the Term pursuant to Paragraph 3.3, and Tenant exercises such Extension Option not later than the earlier to occur of (i) the last day of the then applicable Exercise Period set forth in Paragraph 3.3.2 or (b) thirty (30) days following the delivery to Tenant of Landlord’s Casualty Notice, or (c) If the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any deductible); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c)Section 12.3, if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed with Landlord’s Restoration Work as if be responsible, at its sole cost and expense, for all work necessary to separately physically demise that portion of the Casualty had been insured. Landlord’s withdrawals Premises which are being terminated from the trust account remainder of the Premises. This Section 12.3 shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills, or (d) If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural applicable to an assignment or architectural form than existed before the Casualtysublease pursuant to Section 12.2.

Landlord’s Termination Right. In the event of any of the following circumstances, Landlord may elect either to terminate this Lease or to perform Landlord’s 's Restoration Work, as more particularly described in Paragraph 25.1Section 10.1: (a) 10.3.1 If Landlord’s 's Restoration Work cannot, in Landlord’s 's good faith estimate (as determined in accordance with Paragraph 25.2Section 10.2), be completed within one (1) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure Eventevent), or (b) 10.3.2 If the Casualty occurs during the last twelve (12) months of the Term; provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(b) Section 10.3.2 if Tenant, at the time of such damage, has the right to extend the Term pursuant to Paragraph 3.3Section 2.4, and Tenant exercises such Extension Option not later than the earlier to occur of (i) the last day of the then applicable Exercise Period set forth in Paragraph 3.3.2 Section 2.4.2 or (b) thirty (30) days following the delivery to Tenant of Landlord’s 's Casualty Notice, or (c) 10.3.3 If the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the uninsured cost of Landlord’s 's Restoration Work will exceed Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) (exclusive of any deductible); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c)Section 10.3.3, if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s 's Casualty Notice, to fund the amount in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s 's reasonable approval), in which event Landlord shall proceed with Landlord’s 's Restoration Work as if the Casualty had been insured. Landlord’s 's withdrawals from the trust account shall be proportionate and concurrent to Landlord’s 's schedule of payments to its contractors and paid in payment of such contractor’s 's bills, or (d) 10.3.4 If insurance proceeds sufficient to complete Landlord’s 's Restoration Work are not available due to the exercise of legal rights of any Security Holder Encumbrancer to collect such proceeds, or (e) 10.3.5 If because of Applicable Laws Landlord’s 's Restoration Work cannot be completed except in a substantially different structural or architectural form than existed before the Casualty.

Landlord’s Termination Right. In the event of any of the following circumstances, Landlord may elect either to terminate this Lease or to perform Landlord’s Restoration Work, as more particularly described in Paragraph 25.1: (a) If Landlord’s Restoration Work cannot, in Landlord’s good faith estimate (as determined in accordance with Paragraph 25.2), be completed within one (1) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure Event), or (b) If the Casualty occurs during the last twelve (12) months of the Term; provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(b) if Tenant, at the time of such damage, has the right to extend the Term pursuant to Paragraph 3.33.2, and Tenant exercises such Extension Option not later than the earlier to occur of (i) the last day of the then applicable Exercise Period set forth in Paragraph 3.3.2 3.2.2 or (b) thirty (30) days following the delivery to Tenant of Landlord’s Casualty Notice, or (c) If the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000250,000.00) (exclusive of any deductible); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c), if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000250,000.00) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed with Landlord’s Restoration Work as if the Casualty had been insured. Landlord’s withdrawals from the trust account shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills, or (d) If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural or architectural form than existed before the Casualty.

Landlord’s Termination Right. In Notwithstanding the provisions of Section 5A.1 above, in the event of any of the following circumstances, Landlord may elect either to terminate this Lease or to perform Landlord’s Restoration Work, as more particularly described in Paragraph 25.1Tenant desires: (a) If Landlord’s Restoration Work cannot, in Landlord’s good faith estimate (as determined in accordance with Paragraph 25.2), be completed within one (1) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure Event), to assign this Lease; or (b) If to sublet such portion (the Casualty occurs during the last twelve (12“Sublease Portion”) months of the TermPremises as (x) contains by itself at least fifty percent (50%) of the Rentable Floor Area of the Premises or (y) would bring the total amount of the Premises then subleased (exclusive of any subleases under Section 5A.2 above) to fifty percent (50%) or more of the Rentable Floor Area of the Premises; or (c) to sublet any Sublease Portion consisting of 10,000 square feet of rentable floor area or more for a term equal to all or substantially all of the remaining Lease Term hereof (any such sublease under this subparagraph (c) or subparagraph (b) above being hereinafter referred to as a “Major Sublease”), then Tenant shall notify Landlord thereof in writing and Landlord shall have the right at its sole option, to be exercised within ten (10) business days after receipt of Tenant’s notice (the “Acceptance Period”), to terminate this Lease as of a date specified in a notice to Tenant, which date shall not be earlier than sixty (60) days nor later than one hundred and twenty (120) days after Landlord’s 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) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all rent and additional rent due from Tenant through the termination date. Notwithstanding the foregoing, in the event of a Major Sublease: (i) Landlord may not shall only have the right to so terminate this Lease pursuant with respect to the Sublease Portion and from and after the termination date 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 Paragraph 25.3(bLease to the “Premises” or the “Rentable Floor Area of the Premises” shall be deemed to be references to the remainder of the Premises 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; (ii) if Tenantin the case of Major Sublease for less than all or substantially all of the then-remaining Lease Term, at the time of such damage, has Landlord shall only have the right to extend suspend the term of this Lease pro tanto for the term of the proposed sublease (i.e. the Term pursuant to Paragraph 3.3, and Tenant exercises such Extension Option not later than the earlier to occur of (i) the last day of the Lease in respect of the Sublease Portion shall be terminated for the term of the proposed sublease and then applicable Exercise Period set forth in Paragraph 3.3.2 reinstated upon the expiration or (b) thirty (30) days following the delivery to Tenant earlier termination of Landlord’s Casualty Notice, orsuch sublease term); and (ciii) If in the Casualty is not covered by case of a proposed Major Sublease which, when combined with other subleases of the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) Premises then in effect (exclusive of any deductible); providedsubleases under Section 5A.2. above) reaches the fifty percent (50%) of the Premises threshold set forth above for Landlord to recapture, however, that Landlord may only exercise its recapture rights with respect to the proposed Major Sublease, but may not exercise its recapture rights or terminate this Lease as to any subleases of the Premises previously entered into by Tenant. 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 Paragraph 25.3(c)Section the provisions of Sections 5A.4-5A.7 shall be applicable. In the case of a partial subletting where Landlord has exercised its termination right pursuant to this Xxxxxxx 0X.0, if (a) Tenant agreesXxxxxxxx shall be responsible, within fifteen (15) days after at its receipt sole cost and expense, for all work necessary to separately physically demise that portion of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in Premises which event Landlord shall proceed with Landlord’s Restoration Work as if the Casualty had been insured. Landlord’s withdrawals are being terminated from the trust account remainder of the Premises. This Section 5A.3 shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills, or (d) If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural applicable to an assignment or architectural form than existed before the Casualtysublease pursuant to Section 5A.2.

Landlord’s Termination Right. In the event of any of the following circumstances, Landlord may elect either to terminate this Lease or to perform Landlord’s Restoration Work, as more particularly described in Paragraph 25.1Section 10.1: (a) 10.3.1 If Landlord’s Restoration Work cannot, in Landlord’s good faith estimate (as determined in accordance with Paragraph 25.2Section 10.2), be completed within one (1) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure Eventevent) (provided, however, that Landlord’s election to terminate the Lease pursuant to this Section 10.3.1 shall, at Tenant’s election, be null and void if Landlord commences restoration of the Building in substantially the same structural or architectural form within sixty (60) days after delivery of Landlord’s Casualty Notice electing to terminate the Lease, which commencement shall be evidenced by the submission of an application for required permits for the restoration and which Tenant election to nullify the termination shall be exercised by Tenant, if at all, within seventy five (75) days after delivery of Landlord’s Casualty Notice), or. (b) 10.3.2 If the Casualty occurs during the last twelve (12) months of the Term; provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(b) Section 10.3.2 if Tenant, at the time of such damage, has the right to extend the Term pursuant to Paragraph 3.3Section 2.4, and Tenant exercises such Extension Option not later than the earlier to occur of (i) the last day of the then applicable Exercise Period set forth in Paragraph 3.3.2 Section 2.4.2 or (b) thirty (30) days following the delivery to Tenant of Landlord’s Casualty Notice, or (c) 10.3.3 If the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any deductible); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c)Section 10.3.3, if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed with Landlord’s Restoration Work as if the Casualty had been insured. Landlord’s withdrawals from the trust account to fund Landlord’s Restoration Work shall be proportionate and concurrent to made after all insurance proceeds have been spent in the performance of Landlord’s schedule Restoration Work (or after Landlord has expended from its own funds an amount equal to the insurance proceeds that would have been received by Landlord if Landlord had carried the insurance required to be carried hereunder), and any remainder in such trust account shall be returned to Tenant following completion of payments to its contractors and paid in payment of such contractorthe Landlord’s billsRestoration Work, or (d) 10.3.4 If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder Encumbrancer to collect such proceeds, or (e) 10.3.5 If because of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural or architectural form than existed before the Casualty.

Landlord’s Termination Right. In Notwithstanding anything to the event of any of the following circumstancescontrary contained in Section 19.01, Landlord may elect either to terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the 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 to perform Landlord’s Restoration Work, as more particularly described in Paragraph 25.1: other casualty or cause such that: (a) If Landlord’s Restoration Work repairs to the Premises and access thereto cannot, in Landlord’s good faith estimate (as determined in accordance with Paragraph 25.2), not reasonably be completed within one hundred eighty days (1180) year following after the date casualty without the payment of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure Event), or (b) If any Holder (as defined in Article 24) shall require that the Casualty occurs during insurance proceeds or any portion thereof be used to retire the last twelve Mortgage debt (12or shall terminate the ground lease, as the case may be), or the damage is not fully covered by Landlord’s insurance policies, or (c) months the cost of the Term; providedrepairs, howeveralterations, that Landlord may not terminate restoration or improvement work would exceed twenty-five percent (25%) of the replacement value of the Building. If this Lease pursuant to this Paragraph 25.3(bis so terminated, (a) if Tenant, at the time of such damage, has the right to extend the Term pursuant to Paragraph 3.3shall expire upon the date set forth in Landlord’s notice, which shall not be less than one hundred eighty (180) days after such notice is given, and Tenant exercises such Extension Option not shall vacate the Premises and surrender the same to Landlord no later than the earlier to occur of (i) the last day of the then applicable Exercise Period date set forth in Paragraph 3.3.2 or the notice, (b) thirty (30) days following Tenant’s liability for Rent shall cease as of the delivery to Tenant date of Landlord’s Casualty Noticethe damage, or (c) If any prepaid Rent for any period after the Casualty is not covered by date of the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any deductible); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c), if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant damage shall promptly deposit the excess in a construction trust account set up be refunded by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed with Landlord’s Restoration Work as if the Casualty had been insured. Landlord’s withdrawals from the trust account shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills, or (d) If Landlord shall be entitled to collect all insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due of policies held by Landlord or Tenant providing coverage for Alterations and other improvements to the exercise Premises. Landlord shall retain such proceeds from Tenant’s insurance only to the extent that Landlord performed or paid for such Alterations and improvements, whether by contribution, offset or otherwise, and the balance of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s Restoration Work cannot if any, shall be completed except in a substantially different structural or architectural form than existed before the Casualtypaid to Tenant.

Landlord’s Termination Right. In Notwithstanding anything to the event of any of the following circumstances, Landlord may elect either to terminate this Lease or to perform Landlord’s Restoration Work, as more particularly described contrary contained in Paragraph 25.1: 17.1, if as a result of damage by fire or other casualty: (a) If Landlord’s Restoration Work cannotthe Premises are totally damaged or are rendered wholly untenantable; (b) the Building shall be so damaged that, in Landlord’s good faith estimate reasonable opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (as determined whether or not the Premises are so damaged or rendered untenantable); (c) in accordance with Paragraph 25.2)Landlord’s reasonable judgment, repairs cannot reasonably be completed within one two hundred seventy (1270) year days after the date of discovery of the damage (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 substantially different structurally or architecturally, then, in any of the foregoing events, Landlord may, not later than ninety (90) days following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure Event), or (b) If the Casualty occurs during the last twelve (12) months discovery of the Termdamage, terminate this Lease by notice to Tenant; providedprovided that if the Premises are not damaged, however, that Landlord may not terminate this Lease unless Landlord terminates the leases of all other similarly situated tenants in the Building (if any). If Landlord elects to exercise its right to terminate this Lease pursuant to this Paragraph 25.3(b) if Tenant17.2, at this Lease shall be deemed to have terminated in the time of such damage, has the right to extend the Term pursuant to Paragraph 3.3, and Tenant exercises such Extension Option not later than the earlier to occur of (i) the last day of the then applicable Exercise Period manner set forth in Paragraph 3.3.2 or (b) thirty (30) days following the delivery to Tenant of Landlord’s Casualty Notice, or (c) If the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any deductible); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c), if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed with Landlord’s Restoration Work as if the Casualty had been insured. Landlord’s withdrawals from the trust account shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills, or (d) If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural or architectural form than existed before the Casualty17.4 below.

Landlord’s Termination Right. (A) In the event case of any a proposed assignment of this Lease, or a proposed sublease of at least 95% of the following circumstancesPremises for at least 95% of the remainder of the Term hereof (a “Triggering Sublease”) for which Xxxxxxxx’s consent is required, Landlord may elect either shall have the right at its sole option, to be exercised within fifteen (15) business days after receipt of Tenant’s Proposed Transfer Notice (the “Acceptance Period”), to terminate this Lease or to perform Landlord’s Restoration Work, as more particularly described in Paragraph 25.1: (a) If Landlord’s Restoration Work cannot, in Landlord’s good faith estimate (as determined in accordance with Paragraph 25.2), be completed within one (1) year following the date of the Casualty (assuming no unusual delays termination date specified in the receipt of insurance proceeds, no overtime or other premiumsTenant’s Proposed Transfer Notice, and no Force Majeure Event)upon such date, or all obligations relating to the period after such termination date (bbut not those relating to the period before such termination date) If the Casualty occurs during the last twelve (12) months of the Term; provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(b) if Tenant, at the time of such damage, has the right to extend the Term pursuant to Paragraph 3.3, shall cease and Tenant exercises such Extension Option not later than the earlier to occur of (i) the last day of the then applicable Exercise Period set forth in Paragraph 3.3.2 or (b) within thirty (30) days following after the delivery to later of the termination date or being billed therefor by Landlord, Tenant shall make final payment of Landlord’s Casualty Noticeall Annual Fixed Rent and Additional Rent due from Tenant through the termination date. In addition, or (c) If the Casualty it is not covered by the insurance Landlord is required to carry understood and agreed that Tenant shall be released from all liability under this Lease or any insurance relating to periods subsequent to the termination date in the event Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any deductible); provided, however, that Landlord may not shall exercise its right to terminate this Lease as set forth above. (B) 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 Paragraph 25.3(c)Section, if (a) Tenant agreesor in the event of a proposed sublease that is not a Triggering Sublease, the provisions of Sections 12.4, 12.6 and 12.7 shall be applicable. If Landlord shall fail to respond within the fifteen (15) business day period set forth above, Tenant may re-send such Proposed Transfer Notice to Landlord via registered or certified mail, return receipt requested, or recognized overnight delivery service, with the following statement in bold at the beginning of such request, “WARNING: POSSIBLE DEEMED APPROVAL NOTICE. Failure to respond to this request within five (5) business days may lead to deemed approval of such request”. Should Landlord fail to respond to such second request within five (5) business days after its receipt of Landlord’s Casualty Noticethereof, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed be deemed to have waived its right to terminate pursuant to this Section 12.3 with Landlord’s Restoration Work as if respect to the Casualty had been insured. Landlord’s withdrawals from the trust account shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills, orTransfer at issue. (dC) If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s Restoration Work canThis Section 12.3 shall not be completed except in a substantially different structural applicable to an assignment or architectural form than existed before the Casualtysublease pursuant to Section 12.5.

Landlord’s Termination Right. In If the event of any of the following circumstances, Landlord may elect either to terminate this Lease Building is so damaged by fire or to perform Landlord’s Restoration Work, as more particularly described in Paragraph 25.1: (a) If Landlord’s Restoration Work cannotother casualty that, in Landlord’s good faith estimate opinion, substantial alteration, demolition, or reconstruction of the Building is required (as determined in accordance with Paragraph 25.2regardless of whether the Premises have been damaged or rendered untenantable), be completed within one then Landlord may terminate this Lease by giving Tenant notice thereof on or prior to the ninetieth (190th) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime day after such fire or other premiums, and no Force Majeure Event), or (b) If the Casualty occurs during the last twelve (12) months of the Termcasualty; provided, however, that if the Premises are not substantially damaged or rendered substantially untenantable by such fire or other casualty, then Landlord may not so terminate this Lease pursuant unless Landlord elects to terminate leases (including this Paragraph 25.3(bLease) if Tenant, affecting at least thirty-five percent (35%) of the time usable area of such damage, has the Retail Unit. Landlord also shall have the right to extend terminate this Lease if the owners of the condominium established by the Condominium Declaration do not make the election contemplated by Section 339-ee of the New York Real Property Law to restore the Building after a fire or other casualty (to the extent that such election is required to be made by such unit owners). If Landlord elects to terminate this Lease as aforesaid, then (I) the Term pursuant to Paragraph 3.3, and Tenant exercises such Extension Option shall expire on a date set by Landlord that is not later sooner than the earlier to occur of (i) the last tenth (10th) day after the date that Landlord gives such notice (if all or substantially all of the then applicable Exercise Period 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 (II) Tenant, on such date set forth by Landlord, shall vacate the Premises and surrender the Premises to Landlord in Paragraph 3.3.2 accordance with the terms of this Lease that govern Tenant’s obligations upon the expiration or (b) thirty (30) days following earlier termination of the delivery Term. Upon the termination of this Lease under this Section 16.5, 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 of (and Landlord’s Casualty Notice, or (c) If obligation to make such refund shall survive the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any deductibleExpiration Date); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c), if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed with Landlord’s Restoration Work as if the Casualty had been insured. Landlord’s withdrawals from the trust account shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills, or (d) If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural or architectural form than existed before the Casualty.

Landlord’s Termination Right. In Notwithstanding the provisions of Section 12.1 above, in the event of any of the following circumstances, Landlord may elect either to terminate this Lease or to perform Landlord’s Restoration Work, as more particularly described in Paragraph 25.1Tenant desires: (a) If Landlord’s Restoration Work cannot, in Landlord’s good faith estimate (as determined in accordance with Paragraph 25.2), be completed within one (1) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure Event), to assign this Lease; or (b) If to sublet such portion (the Casualty occurs during the last twelve (12“Sublease Portion”) months of the TermPremises as (x) contains by itself at least fifty percent (50%) of the Rentable Floor Area of the Premises or (y) would bring the total amount of the Premises then subleased (exclusive of any subleases under Section 12.2 above) to fifty percent (50%) or more of the Rentable Floor Area of the Premises; or (c) to sublet any Sublease Portion for a term equal to all or substantially all of the remaining Lease Term hereof (any such sublease under this subparagraph (c) or subparagraph (b) above being hereinafter referred to as a “Major Sublease”), then Tenant shall notify Landlord thereof in writing and Landlord shall have the right at its sole option, to be exercised within ten (10) business days after receipt of Tenant’s notice (the “Acceptance Period”), to terminate this Lease as of a date specified in a notice to Tenant, which date shall not be earlier than sixty (60) days nor later than one hundred and twenty (120) days after Landlord’s 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) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all rent and additional rent due from Tenant through the termination date. Notwithstanding the foregoing, in the event of a Major Sublease: (i) Landlord may not shall only have the right to so terminate this Lease pursuant with respect to the Sublease Portion and from and after the termination date 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 Paragraph 25.3(bLease to the “Premises” or the “Rentable Floor Area of the Premises” shall be deemed to be references to the remainder of the Premises 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; (ii) if Tenantin the case of Major Sublease for less than all or substantially all of the then-remaining Lease Term, at the time of such damage, has Landlord shall only have the right to extend suspend the term of this Lease pro tanto for the term of the proposed sublease (i.e. the Term pursuant to Paragraph 3.3, and Tenant exercises such Extension Option not later than the earlier to occur of (i) the last day of the Lease in respect of the Sublease Portion shall be terminated for the term of the proposed sublease and then applicable Exercise Period set forth in Paragraph 3.3.2 reinstated upon the expiration or (b) thirty (30) days following the delivery to Tenant earlier termination of Landlord’s Casualty Notice, orsuch sublease term); and (ciii) If in the Casualty is not covered by case of a proposed Major Sublease which, when combined with other subleases of the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) Premises then in effect (exclusive of any deductible); providedsubleases under Section 12.2. above) reaches the fifty percent (50%) of the Premises threshold set forth above for Landlord to recapture, however, that Landlord may only exercise its recapture rights with respect to the proposed Major Sublease, but may not exercise its recapture rights or terminate this Lease as to any subleases of the Premises previously entered into by Tenant. 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 Paragraph 25.3(c)Section the provisions of Sections 12.4-12.7 shall be applicable. In the case of a partial subletting where Landlord has exercised its termination right pursuant to this Section 12.3, if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed with Landlord’s Restoration Work as if be responsible, at its sole cost and expense, for all work necessary to separately physically demise that portion of the Casualty had been insured. Landlord’s withdrawals Premises which are being terminated from the trust account remainder of the Premises. This Section 12.3 shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills, or (d) If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural applicable to an assignment or architectural form than existed before the Casualtysublease pursuant to Section 12.2.

Landlord’s Termination Right. In If the event of any Building is so damaged by fire or other casualty that, in Landlord's opinion, substantial alteration, demolition, or reconstruction of the following circumstancesBuilding is required (regardless of whether the Premises have been damaged or rendered untenantable), then Landlord may elect either to terminate this Lease by giving Tenant notice thereof on or prior to perform Landlord’s Restoration Work, as more particularly described in Paragraph 25.1: the sixtieth (a60th) If Landlord’s Restoration Work cannot, in Landlord’s good faith estimate (as determined in accordance with Paragraph 25.2), be completed within one (1) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime day after such fire or other premiums, and no Force Majeure Event), or (b) If the Casualty occurs during the last twelve (12) months of the Termcasualty; provided, however, that Landlord may not so terminate this Lease pursuant unless Landlord elects to terminate leases (including this Paragraph 25.3(bLease) if Tenant, affecting at least seventy-five percent (75%) of the time leasable area of such damage, has the Building (excluding any portion of the Building leased to or occupied by Landlord or Landlord's Affiliates). Landlord also shall have the right to extend terminate this Lease if the required percentage of owners of the condominium established by the Condominium Declaration (excluding Landlord for this purpose) do not make the election contemplated by Section 339-cc of the New York Real Property Law to restore the Building after a fire or other casualty (to the extent that such election is required to be made by such unit owners), provided 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, then (I) the Term pursuant to Paragraph 3.3shall 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 Tenant exercises (ii) the ninetieth (90th) day after the date that Landlord gives such Extension Option 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 earlier to occur of first (i1st) the last day anniversary of the then applicable Exercise Period date on which such fire or other casualty occurs, and (II) Tenant, on such date set forth by Landlord, shall vacate the Premises and surrender the Premises to Landlord in Paragraph 3.3.2 accordance with the terms of this Lease that govern Tenant's obligations upon the expiration or (b) thirty (30) days following earlier termination of the delivery Term. Upon the termination of this Lease under this Section 15.5, 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 to Tenant of (and Landlord’s Casualty Notice, or (c) If 's obligation to make such refund shall survive the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any deductibleExpiration Date); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c), if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed with Landlord’s Restoration Work as if the Casualty had been insured. Landlord’s withdrawals from the trust account shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills, or (d) If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural or architectural form than existed before the Casualty.

Landlord’s Termination Right. In Except in connection with a proposed assignment or sublease to a Permitted Transferee in accordance with Section 12.5 below, in the event of any of the following circumstances, Landlord may elect either Tenant proposes to terminate assign this Lease or to perform Landlord’s Restoration Workenter into any sublease, as more particularly described in Paragraph 25.1: (a) If Landlord’s Restoration Work cannot, in Landlord’s good faith estimate (as determined in accordance with Paragraph 25.2), be completed within one (1) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure Event), or (b) If the Casualty occurs during the last twelve (12) months of the Term; provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(b) if Tenant, at the time of such damage, has shall have the right at its sole option, to extend the Term pursuant to Paragraph 3.3, and Tenant exercises such Extension Option not later than the earlier to occur of (i) the last day of the then applicable Exercise Period set forth in Paragraph 3.3.2 or (b) thirty (30) days following the delivery to Tenant of Landlord’s Casualty Notice, or (c) If the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any deductible); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c), if (a) Tenant agrees, be exercised within fifteen (15) days after its receipt of LandlordTenant’s Casualty NoticeProposed Transfer Notice or Notice of Intent to Transfer, as the case may be (the “Acceptance Period”), to fund terminate this Lease in the amount in excess case of Two Hundred Fifty Thousand Dollars ($250,000) and a proposed assignment or sublease of all or substantially all of the Premises for all or substantially all of the remaining Term, or (b) within fifteen in the case of an proposed subletting of less than all or substantially all of the Premises, to (15y) days thereafterterminate 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 either case as of the 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 deemed to be for 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 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 case of a proposed assignment of this Lease or a proposed subletting of all or substantially all of the entire Premises for all or substantially all of the Term, the Lease shall terminate on the termination date determined as above provided and 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 promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (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 Premises and to enter into a sublease for less than all or substantially all of the then-remaining Lease Term, Landlord shall only have the right to so terminate this Lease 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 reasonable approvalpayments 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 in the following condition: (a) If the Terminated Sublease Term is four (4) years or less, then the Terminated Portion of the Premises shall be redelivered to Tenant in substantially the same condition in which event Landlord shall proceed with Tenant delivered the Terminated Portion of the Premises to Landlord’s Restoration Work as if , reasonable wear and tear excepted; and (b) If the Casualty had been insured. Landlord’s withdrawals from Terminated Sublease Term is more than four (4) years, then the trust account Terminated Portion of the Premises shall be proportionate delivered to Tenant either: (x) in the same condition in which the Terminated Portion of the Premises were delivered to Landlord by Tenant, reasonably wear and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s billstear excepted, oror (y) alternatively: (di) If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, orin good condition consistent with general office space, (eii) If because free of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural or architectural form than existed before the Casualty.tenants, (iii) broom clean,

Landlord’s Termination Right. In If the event of any of the following circumstances, Landlord may elect either to terminate this Lease Building is so damaged by fire or to perform Landlord’s Restoration Work, as more particularly described in Paragraph 25.1: (a) If Landlord’s Restoration Work cannotother casualty that, in Landlord’s good faith estimate opinion, substantial alteration, demolition, or reconstruction of the Building is required (as determined in accordance with Paragraph 25.2regardless of whether the Premises have been damaged or rendered untenantable), be completed within one then Landlord may terminate this Lease by giving Tenant notice thereof on or prior to the ninetieth (190th) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime day after such fire or other premiums, and no Force Majeure Event), or (b) If the Casualty occurs during the last twelve (12) months of the Termcasualty; provided, however, that if the Premises are not substantially damaged or rendered untenantable by such fire or other casualty, then Landlord may not so terminate this Lease pursuant unless Landlord elects to terminate leases, including this Paragraph 25.3(bLease) if Tenantaffecting at least seventyG:\PCaruso\20Broad\Penthouse Lease ver 6.doc Created on 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 Affiliates). If Landlord elects to terminate this Lease as aforesaid, at the time of such damage, has the right to extend then (I) the Term pursuant to Paragraph 3.3shall 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 Tenant exercises (ii) the ninetieth (90th) day after the date that Landlord gives such Extension Option 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 earlier to occur of first (i1st) the last day anniversary of the then applicable Exercise Period date on which such fire or other casualty occurs, and (II) Tenant, on such date set forth by Landlord, shall vacate the Premises and surrender the Premises to Landlord in Paragraph 3.3.2 accordance with the terms of this Lease that govern Tenant’s obligations upon the expiration or (b) thirty (30) days following earlier termination of the delivery 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 of (and Landlord’s Casualty Notice, or (c) If obligation to make such refund shall survive the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any deductibleExpiration Date); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c), if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed with Landlord’s Restoration Work as if the Casualty had been insured. Landlord’s withdrawals from the trust account shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills, or (d) If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural or architectural form than existed before the Casualty.

Landlord’s Termination Right. In the event of any of the following circumstances, Landlord may elect either to terminate this Lease or to perform Landlord’s 's Restoration Work, as more particularly described in Paragraph 25.1: (a) If Landlord’s 's Restoration Work cannot, in Landlord’s 's good faith estimate (as determined in accordance with Paragraph 25.2), be completed within one (1) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure Event), or (b) If the Casualty occurs during the last twelve (12) months of the TermTerm and cannot be repaired within 30 days; provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(b) if Tenant, at the time of such damage, has the right to extend the Term pursuant to Paragraph 3.33.2, and Tenant exercises such Extension Option not later than the earlier to occur of (i) the last day of the then applicable Exercise Period set forth in Paragraph 3.3.2 3.2.2 or (b) thirty (30) days following the delivery to Tenant of Landlord’s 's Casualty Notice, or (c) If the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s 's Restoration Work will exceed Two Five Hundred Fifty Thousand and 00/100 Dollars ($250,000500,000.00) (exclusive of any deductible); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c), if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s 's Casualty Notice, to fund the amount in excess of Two Five Hundred Fifty Thousand and 00/100 Dollars ($250,000500,000.00) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s 's reasonable approval), in which event Landlord shall proceed with Landlord’s 's Restoration Work as if the Casualty had been insured. Landlord’s 's withdrawals from the trust account shall be proportionate and concurrent to Landlord’s 's schedule of payments to its contractors and paid in payment of such contractor’s 's bills, or (d) If insurance proceeds sufficient to complete Landlord’s 's Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s 's Restoration Work cannot be completed except in a substantially different structural or architectural form than existed before the Casualty.

Landlord’s Termination Right. In If the event of any of the following circumstances, Landlord may elect either to terminate this Lease Building is so damaged by fire or to perform Landlord’s Restoration Work, as more particularly described in Paragraph 25.1: (a) If Landlord’s Restoration Work cannotother casualty that, in Landlord’s good faith estimate opinion, substantial alteration, demolition, or reconstruction of the Building is required (as determined in accordance with Paragraph 25.2regardless of whether the Premises have been damaged or rendered untenantable), be completed within then Landlord may terminate this Lease by giving Tenant notice thereof on or prior to the one hundred twentieth (1120th) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime day after such fire or other premiums, and no Force Majeure Event), or (b) If the Casualty occurs during the last twelve (12) months of the Termcasualty; provided, however, that if the Premises are not substantially damaged or rendered substantially untenantable by such fire or other casualty, then Landlord may not so terminate this Lease pursuant unless Landlord elects to terminate leases (including this Paragraph 25.3(bLease) if Tenantaffecting 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 Affiliates). If Landlord elects to terminate this Lease as aforesaid, at the time of such damage, has the right to extend then (I) the Term pursuant to Paragraph 3.3shall 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 Tenant exercises (ii) the ninetieth (90th) day after the date that Landlord gives such Extension Option 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 earlier to occur of first (i1st) the last day anniversary of the then applicable Exercise Period date on which such fire or other casualty occurs, and (II) Tenant, on such date set forth by Landlord, shall vacate the Premises and surrender the Premises to Landlord in Paragraph 3.3.2 accordance with the terms of this Lease that govern Tenant’s obligations upon the expiration or (b) thirty (30) days following earlier termination of the delivery 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 of (and Landlord’s Casualty Notice, or (c) If obligation to make such refund shall survive the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any deductibleExpiration Date); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 25.3(c), if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed with Landlord’s Restoration Work as if the Casualty had been insured. Landlord’s withdrawals from the trust account shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills, or (d) If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Security Holder to collect such proceeds, or (e) If because of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural or architectural form than existed before the Casualty.