Common use of Casualty and Taking Clause in Contracts

Casualty and Taking. In case during the Term all or any substantial part of the Premises, Building, and/or the Building Parking Area, or any part thereof, or both (i.e. in the case of a fire or casualty, requiring greater than twelve (12) months to rebuild in Landlord’s reasonable judgment; or in the case of a condemnation or a taking, more than thirty-five percent (35%) of the floor area of the Premises, Building or any material part of the means of access thereto or more than thirty-five percent (35%) of the parking spaces located within the Building Parking Area) are damaged by fire or any other casualty or by action of public or other authority in consequence thereof or are taken by eminent domain Landlord shall give prompt notice, (i.e. within thirty (30) days thereof) to Tenant (the “Landlord’s Notice”) and this Lease shall terminate either at Landlord’s or Tenant’s election, except as provided hereinbelow, which may be made by notice given to the other within thirty (30) days after the date of Landlord’s Notice, which termination shall be effective (i) in the event of a casualty, not less than thirty (30) nor more than sixty (60) days after the date of notice of such termination and (ii) in the event of eminent domain event, as of the date on which such taking becomes effective and Tenant is deprived of the use and enjoyment of the Premises, Building, or part thereof, and/or the Building Parking Area, or part thereof. If in any such case the Lease is not so terminated, Landlord shall proceed promptly and use due diligence to put the Premises, Building or part thereof, and/or the Building Parking Area, or part thereof, or in case of taking, what may remain thereof (excluding any items installed by Tenant which Tenant may be permitted to remove upon the expiration of the Term) into as near as possible to the condition and character thereof prior to such damage or taking, and in any event shall apply all insurance proceeds or eminent domain awards received by it toward such work, for use and occupation to the extent permitted by the net award of insurance plus any deductibles and such amounts as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award, and an equitable proportion of the Fixed Rent and additional rent according to the nature and extent of the injury shall be abated until the Premises, Building or such remainder and the Building Parking Area shall have been put by Landlord in such condition; and in case of a taking which permanently reduces the area of the Premises, an equitable proportion of the Fixed Rent and additional rent shall be abated for the remainder of the Term and, if necessary, an appropriate adjustment shall be made to the Landlord’s Operating Costs and other additional rent payable hereunder. However, in the case of a casualty, if such damage is not repaired and the Premises, Building, or portion thereof, and/or Building Parking Area or part thereof, are not restored to the same condition as they were prior to such damage within twelve (12) months from the date of Landlord’s Notice, then Tenant, within thirty (30) days from the expiration of such twelve (12) month period or from the expiration of any extension thereof by reason of any Tenant’s Delay and/or Force Majeure (as defined in Section 3.5 hereof and subject to the provisions set forth below) as hereinafter provided, may terminate this Lease by notice to Landlord and Landlord’s mortgagee(s), given in accordance with Section 10.3 hereof, specifying a date not more than ten (10) days after the giving of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to the same condition prior to such casualty during such period, not to exceed ten (10) days, as specified in Tenant’s notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force or effect. The period within which the required repairs may be accomplished hereunder shall be extended by (a) the number of days lost as a result of a Tenant’s Delay, with such term, however, relating to restoration or repair as referenced herein and not to the initial construction of the Building, and (b) the number of days lost as a result of Force Majeure, as defined in Section 3.5. If less than a substantial part of the Premises or Building, or portion thereof, and/or the Building Parking Area, or portion thereof (i.e. in the case of a fire or casualty, requiring less than twelve (12) months to rebuild in Landlord’s reasonable judgment; or in the case of a condemnation or taking thirty-five percent (35%) or less of the floor area of the Premises or Building or any part of the means of access thereto or of the thirty-five percent (35%) of the parking spaces or less within the Building Parking Area are damaged by fire or any other casualty or are taken by eminent domain, then Landlord shall give prompt notice (i.e. within thirty (30) days) thereof to Tenant, which notice shall specify Landlord’s estimation of the time period within which such repairs shall be completed, and thereafter Landlord shall proceed promptly and with due diligence to the extent permitted by the net award of insurance plus any deductible amounts and such amount as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award to put the Premises, Building or part thereof, and/or the Building Parking Area, or part thereof, into as near as possible to the condition and character thereof prior to such damage or taking. In the event that Landlord fails to repair such damage and restore the Premises, Building and/or Building Parking Area to substantially the same condition prior to such fire and other casualty within the time period as reasonably estimated by Landlord, but in no event greater than such twelve (12) month period from the date of such Landlord’s notice to Tenant, or any extension thereof permitted for delays lost due to any Tenant’s delay and/or Force Majeure (as hereinbefore provided), then Tenant may terminate this Lease by written notice to Landlord and to Landlord’s mortgagee(s), as provided in Section 10.3 hereof, specifying a date not more than thirty (30) days after the giving of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to substantially the same condition prior to such fire or other casualty during such period, not to exceed thirty (30) days, as specified in Tenant’s notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force and effect. If less than a substantial part of the Premises and/or the Building Parking Area as aforesaid shall be so damaged, then Fixed Rent and additional rent due hereunder shall be equitably abated until the Premises, Building and/or the Building Parking Area are so restored as set forth hereunder. Landlord’s architect’s certificate, given in good faith, shall be deemed conclusive statements therein contained and binding upon Tenant with respect to the performance and completion of any repair or restoration work undertaken by Landlord pursuant to this Section, except in the event of disagreement between Landlord and Tenant relating to this Section, in which event the dispute resolution provisions of Section 3.6 shall apply. Further, Tenant shall have all general rights and provisions relating to the initial construction in Article III in connection with any rebuilding under this Article VII, but expressly excluding any such allowances set forth therein. Notwithstanding any language to the contrary, Landlord shall use diligent efforts to construct mutually agreeable “Replacement Parking” pursuant to the following: Landlord shall use diligent efforts to provide Replacement Parking and render Tenant’s notice of termination nugatory (if applicable) by, within thirty (30) days following the effective date of such destruction, taking, appropriation or condemnation, giving to Tenant notice in writing that Landlord will, at Landlord’s sole cost and expense, construct replacement parking spaces of the same quantity and quality and convenience as the parking spaces so taken, appropriated or condemned (i.e., Landlord using diligent efforts to locate the replacement parking spaces as close to the Building as possible). Any of such Replacement Parking shall be preapproved by Tenant and shall be constructed by Landlord within a reasonable time period following the effective date of such destruction, taking, appropriation or condemnation, but in no event later than thirty (30) days after the occurrence of such destruction, taking, appropriation or condemnation, it being agreed by Landlord and Tenant that such time period shall be extended to include weather-related delays as aforesaid, in which event such Replacement Parking will be completed as reasonably possible thereafter, Landlord agreeing to proceed promptly and with due diligence to complete construction of any Replacement Parking. Landlord and Tenant acknowledge that if Landlord is prevented from performing the final paving for said Replacement Parking on account of weather, such final paving may be performed as soon thereafter as is feasible. Such notice shall be accompanied by (A) a site plan showing (i) the location of the Replacement Parking spaces, and (B) an opinion from counsel for Landlord that such Replacement Parking may be constructed as-of-right under then applicable zoning and land use regulations. In the event of any other taking of the Premises, Building or Building Parking Area, or any part thereof, for temporary use or for less than one (1) year, (i) an equitable proportion of the Fixed Rent and additional rent shall be abated during the period of any such temporary taking; and (ii) Landlord shall pay to Tenant its pro rata share of any such use, provided that if any taking is for a period extending beyond the Term of this Lease, such award shall be apportioned between Landlord and Tenant as of the Term Expiration Date. In such event, Landlord agrees to use diligent efforts to provide Tenant with temporary parking within the Park or at its other nearby locations, if available. Tenant has the option but not the obligation, in any fire or other casualty which creates a Landlord repair obligation in accordance with the terms of this Section to make available for such reconstruction all or a portion of the amount by which the cost of repair as certified by Landlord’s architect exceeds the amount of proceeds received by Landlord

Casualty and Taking. In case during the Term all or any substantial part of the Premises, Building, and/or the Building Parking Area, or any part thereof, or both (i.e. in the case of a fire or casualty, requiring greater than twelve (12) months to rebuild in Landlord’s 's reasonable judgment; or in the case of a condemnation or a taking, more than thirty-five percent (35%) of the floor area of the Premises, Building Premises or any material part of the means of access thereto or more than thirtytwenty-five percent (3525%) of the parking spaces located within the Building Parking Area) are damaged by fire or any other casualty or by action of public or other authority in consequence thereof or are taken by eminent domain Landlord shall give prompt notice, (i.e. within thirty (30) days thereof) to Tenant (the “"Landlord’s 's Notice”") and this Lease shall terminate either at Landlord’s 's or Tenant’s 's election, except as provided hereinbelow, which may be made by notice given to the other within thirty (30) days after the date of Landlord’s 's Notice, which termination shall be effective (i) in the event of a casualty, not less than thirty (30) nor more than sixty (60) days after the date of notice of such termination and (ii) in the event of eminent domain event, as of the date on which such taking becomes effective and Tenant is deprived of the use and enjoyment of the Premises, Building, or part thereof, and/or the Building Parking Area, or part thereof. In the event Landlord elects not to rebuild, then any insurance proceeds actually received by Landlord shall, during the initial Term, be allocated between Landlord and Tenant as follows: first, to Landlord's mortgagee(s) up to the amount of the mortgage(s) then, to the Tenant an amount equal to the sum of the amounts actually paid by Tenant to Landlord for the Tenant's Work installed hereunder multiplied by a fraction the numerator of which is the number of months remaining in the initial Term and denominator of which is one hundred and eighty (180), plus the total amount of the Tenant's Contribution to Landlord's Work multiplied by a fraction the numerator of which is the number of months remaining in the initial Term plus (one hundred twenty (120) months less any expired months in any extended terms) and denominator of which is three hundred (300); then to Landlord or its mortgagee(s), as their interests may appear, that certain portion of any remaining insurance proceeds. Notwithstanding any language to the contrary, any and all of Landlord's obligations to allocate to Tenant any such portion of the insurance proceeds described in the preceding sentence shall be limited to the extent such proceeds are actually received by Landlord.If in any such case the Lease is not so terminated, Landlord shall proceed promptly and use due diligence to put the Premises, Building or part thereof, and/or the Building Parking Area, or part thereof, or in case of taking, what may remain thereof (excluding any items installed by Tenant which Tenant may be permitted to remove upon the expiration of the Term) into as near as possible to the condition and character thereof prior to such damage or taking, and in any event shall apply all insurance proceeds or eminent domain awards received by it toward such work, for use and occupation to the extent permitted by the net award of insurance plus any deductibles and such amounts as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award, and an equitable proportion of the Fixed Rent and additional rent according to the nature and extent of the injury shall be abated until the Premises, Building Premises or such remainder and the Building Parking Area shall have been put by Landlord in such condition; and in case of a taking which permanently reduces the area of the Premises, an equitable proportion of the Fixed Rent and additional rent shall be abated for the remainder of the Term and, if necessary, and an appropriate adjustment shall be made to the Landlord’s Annual Estimated Operating Costs and other additional rent payable hereunder. However, in the case of a casualty, if such damage is not repaired and the Premises, Building, or portion thereof, and/or Building Parking Area or part thereof, are not restored to the same condition as they were prior to such damage within twelve (12) months from the date of Landlord’s 's Notice, then Tenant, within thirty (30) days from the expiration of such twelve (12) month period or from the expiration of any extension thereof by reason of any Tenant’s 's Delay (as defined in Section 3.2 hereof) and/or Force Majeure (as defined in Section 3.5 hereof and subject to the provisions set forth below) as hereinafter provided, may terminate this Lease by notice to Landlord and Landlord’s 's mortgagee(s), given in accordance with Section 10.3 hereof, specifying a date not more than ten thirty (1030) days after the giving of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to the same condition prior to such casualty during such period, not to exceed ten thirty (1030) days, as specified in Tenant’s 's notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force or effect. The period within which the required repairs may be accomplished hereunder shall be extended by (a) the number of days lost as a result of a Tenant’s 's Delay, as defined in and subject to the provisions of Section 3.2, with such term, however, relating to restoration or repair as referenced herein and not to the initial construction of the Building, and (b) the number of days lost as a result of Force Majeure, as defined in Section 3.5. If less than a substantial part of the Premises or BuildingLot, or portion thereof, and/or the Building Parking Area, or portion thereof (i.e. in the case of a fire or casualty, requiring less than twelve (12) months to rebuild in Landlord’s 's reasonable judgment; or in the case of a condemnation or taking thirty-five percent (35%) or less of the floor area of the Premises or Building or any part of the means of access thereto or of the thirtytwenty-five percent (3525%) of the parking spaces or less within of the Building Parking Area Area) are damaged by fire or any other casualty or are taken by eminent domain, then Landlord shall give prompt notice (i.e. within thirty (30) days) thereof to Tenant, which notice shall specify Landlord’s 's estimation of the time period within which such repairs shall be completed, and thereafter Landlord shall proceed promptly and with due diligence to repair such damage and restore the Premises to the extent permitted by the net award of insurance plus any deductible amounts and such amount as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award to put the Premises, Building or part thereof, and/or the Building Parking Area, or part thereof, into as near as possible to the condition and character thereof prior to such damage or takingaward. In the event that Landlord fails to repair such damage and restore the Premises, Building and/or Building Parking Area Premises to substantially the same condition that existed prior to such fire and or other casualty within the time period as reasonably estimated by Landlord, plus sixty (60) days but in no event greater than such twelve (12) month period from the date of such Landlord’s 's notice to Tenant, or any extension thereof permitted for delays lost due to any Tenant’s delay 's Delay and/or Force Majeure (as hereinbefore provided), then Tenant may (i) terminate this Lease by written notice to Landlord and to Landlord’s 's mortgagee(s), as provided in Section 10.3 hereof, specifying a date not more than thirty (30) days after the giving of such notice on which the Term of this Lease shall terminateterminate or (ii) after fifteen (15) days written notice to Landlord, repair such damage itself, in which event, Landlord shall pay to Tenant, after deducting Landlord's costs, if any, any net insurance proceeds received by Landlord that are received for such casualty. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to substantially the same condition prior to such fire or other casualty during such period, not to exceed thirty (30) days, as specified in Tenant’s 's notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force and effect. If less than a substantial part of the Premises and/or the Building Parking Area as aforesaid shall be so damaged, then Fixed Rent and additional rent due hereunder shall be equitably abated until thirty (30) days after the Premises, Building Premises and/or the Building Parking Area are so restored as set forth hereunder. Landlord’s 's architect’s 's certificate, given in good faith, shall be deemed conclusive statements therein contained and binding upon Tenant with respect to the performance and completion of any repair or restoration work undertaken by Landlord pursuant to this Section, except in the event of disagreement between Landlord and Tenant relating to this Section, in which event the dispute resolution provisions of Section 3.6 shall apply. Further, Tenant shall have all general rights and provisions relating to the initial construction in Article III in connection with any rebuilding under this Article VII, but expressly excluding any such allowances set forth therein. Notwithstanding any language to the contrary, Landlord shall use diligent efforts to may construct mutually agreeable “"Replacement Parking” " pursuant to the following: If not more than thirty-five percent (35%) of the Building Parking Area shall be so damaged, taken, appropriated, or condemned as aforesaid, then Landlord shall use diligent efforts may elect to provide Replacement Parking and render Tenant’s 's notice of termination nugatory (if applicable) by, within thirty (30) days following the effective date of such destruction, taking, appropriation or condemnation, giving to Tenant notice in writing that Landlord will, at Landlord’s sole cost and 's expense, construct replacement parking spaces of the same quantity and quality and convenience as the parking spaces so taken, appropriated or condemned (i.e., Landlord using diligent best efforts to locate the replacement parking spaces as close to the Building as possible). Any of such Replacement Parking shall be preapproved by Tenant and shall be constructed by Landlord within a reasonable time period following the effective date of such destruction, taking, appropriation or condemnation, but in no event later than thirty ninety (3090) days after the occurrence of such destruction, taking, appropriation or condemnation, it being agreed by Landlord and Tenant that such time period shall be extended to include weather-related delays as aforesaid, in which event such Replacement Parking will be completed as reasonably possible thereafter, Landlord agreeing to proceed promptly and with due diligence to complete construction of any Replacement Parking. Landlord and Tenant acknowledge that if Landlord is prevented from performing the final paving for said Replacement Parking on account of weather, such final paving may be performed as soon thereafter as is feasible. Such notice shall be accompanied by (A) a site plan showing (i) the location of the Replacement Parking spaces, and (B) an opinion from counsel for Landlord that such Replacement Parking may be constructed as-of-right under then applicable zoning and land use regulations. In the event of any other taking of the Premises, Building or Building Parking Area, or any part thereof, for temporary use or for less than one (1) year, (i) an equitable proportion of the Fixed Rent and additional rent this Lease shall be abated during the period of any such temporary takingand remain unaffected thereby; and (ii) Landlord shall pay to Tenant its pro rata share of any such useaward, provided that if any taking is for a period extending beyond the Term of this Lease, such award shall be apportioned appointed between Landlord and Tenant as of the Term Expiration Date. In such event, Landlord agrees to use diligent efforts to provide Tenant with temporary parking within the Park or at its other nearby locations, if available. Tenant has the option but not the obligation, in any fire or other casualty which creates a Landlord repair obligation in accordance with the terms of this Section to make available for 44 49 such reconstruction all or a portion of the amount by which the cost of repair as certified by Landlord’s 's architect exceeds the amount of proceeds received by Landlord.

Casualty and Taking. In case during the Term all or any substantial part of the Premises, Building, and/or the Building Parking Area, or any part thereof, or both (i.e. in the case of a fire or casualty, requiring greater than twelve fourteen (1214) months to rebuild in Landlord’s the reasonable judgmentjudgment of an architect or general contractor selected by Landlord and reasonably approved by Tenant (the “Restoration Estimator”); or in the case of a condemnation or a taking, more than thirtytwenty-five percent (3525%) of the floor area of the Premises, Building Premises or any material part of the means of access thereto or more than thirty-five twenty percent (3520%) of the parking spaces located within the Building Parking Area) are damaged by fire or any other casualty or by action of public or other authority in consequence thereof or are taken by eminent domain Landlord shall give prompt notice, (i.e. within thirty (30) days thereof) to Tenant (the “Landlord’s Notice”) and this Lease shall terminate either at Landlord’s or Tenant’s election, except as provided hereinbelow, which may be made by notice given to the other Landlord within thirty (30) days after the date of Landlord’s Notice, which termination shall be effective (i) in the event of a casualty, not less than thirty (30) nor more than sixty (60) days after the date of notice of such termination termination, and (ii) in the event of eminent domain event, as of the date on which such taking becomes effective and Tenant is deprived of the use and enjoyment of the Premises, Building, or part thereof, and/or the Building Parking Area, or part thereof. thereof If in any such case the this Lease is not so terminated, Landlord shall proceed promptly and use due diligence to put the Premises, Building or part thereof, and/or the Building Parking Area, or part thereof, or in case of taking, what may remain thereof (excluding any items installed by Tenant which Tenant may be permitted to remove upon the expiration of the Term) into as near as possible to the condition and character thereof prior to such damage or takingtaking (except that Landlord’s obligation to restore any LEED certification shall be limited to the LEED certification previously obtained, to the extent then in force and applicable), and in any event shall be obligated to apply all insurance proceeds or eminent domain awards received by it toward such work, for use and occupation to the extent permitted by the net award of insurance plus any deductibles and other funds required to complete such restoration and such amounts as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award, and an equitable proportion of the Fixed Base Rent and additional rent according to the nature and extent of the injury shall be abated until the Premises, Building Premises or such remainder and the Building Parking Area shall have been put by Landlord in such condition; and in case of a taking which permanently reduces the area of the Premises, an equitable proportion of the Fixed Base Rent and additional rent shall be abated for the remainder of the Term and, if necessary, and an appropriate adjustment shall be made to the Landlord’s Operating CAM Costs and other additional rent payable hereunder. However, in the case of a casualty, if such damage is not repaired and the Premises, Building, or portion thereof, and/or Building Parking Area or part thereof, are not restored to the same condition as they were prior to such damage within twelve fourteen (1214) months from the date of Landlord’s Notice, then Tenant, within thirty (30) days from the expiration of such twelve fourteen (1214) month period or from the expiration of any extension thereof by reason of any Tenant’s Delay (as defined in Section 3.2 hereof) and/or Force Majeure (as defined in Section 3.5 hereof and subject to the provisions set forth below) as hereinafter provided, may terminate this Lease by notice to Landlord and Landlord’s mortgagee(s), given in accordance with Section 10.3 hereof, specifying a date not more than ten thirty (1030) days after the giving of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to the same condition prior to such casualty during such period, not to exceed ten thirty (1030) days, as specified in Tenant’s notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force or effect. The period within which the required repairs may be accomplished hereunder shall be extended by (a) the number of days lost as a result of a Tenant’s Delay, as defined in and subject to the provisions of Section 3.2, with such term, however, relating to restoration or repair as referenced herein and not to the initial construction of the Building, and (b) the number of days lost as a result of Force Majeure, as defined in Section 3.53.5 (up to a maximum of forty-five (45) days in the aggregate as aforesaid). If less than a substantial part of the Premises or BuildingLot, or portion thereof, and/or the Building Parking Area, or portion thereof (i.e. in the case of a fire or casualty, requiring less than twelve fourteen (1214) months to rebuild in Landlord’s reasonable judgmentjudgment of the Restoration Estimator; or in the case of a condemnation or taking thirtytwenty-five percent (3525%) or less of the floor area of the Premises or Building or any part of the means of access thereto or of the thirty-five twenty percent (3520%) of the parking spaces or less within of the Building Parking Area Area) are damaged by fire or any other casualty or are taken by eminent domain, then Landlord shall give prompt notice (i.e. within thirty (30) days) thereof to Tenant, which notice shall specify Landlordthe Restoration Estimator’s estimation of the time period within which such repairs shall be completed, and thereafter Landlord shall proceed promptly and with due diligence to the extent permitted by the net award of insurance plus any deductible and other funds required to complete such restoration amounts and using such amount as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award to put the Premises, Building or part thereof, and/or the Building Parking Area, or part thereof, into as near as possible to the condition and character thereof prior to such damage or takingaward. In the event that Landlord fails to repair such damage and restore the Premises, Building and/or Building Parking Area Premises to substantially the same condition prior to such fire and other casualty within the time period as reasonably estimated by Landlord, but in no event greater than such twelve fourteen (1214) month period from the date of such Landlord’s notice to Tenant, or any extension thereof permitted for delays lost due to any Tenant’s delay Delay and/or Force Majeure (as hereinbefore provided), then Tenant may terminate this Lease by written notice to Landlord and to Landlord’s mortgagee(s), as provided in Section 10.3 hereof, specifying a date not more than thirty (30) days after the giving of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to substantially the same condition prior to such fire or other casualty during such period, not to exceed thirty (30) days, as specified in Tenant’s notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force and effect. If less than a substantial part of the Premises and/or the Building Parking Area as aforesaid shall be so damaged, then Fixed Base Rent and additional rent due hereunder shall be equitably abated until the Premises, Building Premises and/or the Building Parking Area are so restored as set forth hereunder. Landlord’s architect’s certificate, given in good faith, shall be deemed conclusive statements therein contained and binding upon Tenant with respect to the performance and completion of any repair or restoration work undertaken by Landlord pursuant to this Section, except in the event of disagreement between Landlord and Tenant relating to this Section, in which event the dispute resolution provisions of Section 3.6 shall apply. Further, Tenant shall have all general rights and provisions relating to the initial construction in Article III in connection with any rebuilding under this Article VII, but expressly excluding any such allowances set forth therein. Notwithstanding any language to the contrary, Landlord shall use diligent efforts to may construct mutually agreeable “Replacement Parking” pursuant to the following: If not more than twenty percent (20%) of the Building Parking Area shall be so damaged, taken, appropriated, or condemned as aforesaid, then Landlord shall use diligent efforts or Tenant may elect to provide Replacement Parking and render Tenant’s notice of termination nugatory (if applicable) by, within thirty (30) days following the effective date of such destruction, taking, appropriation or condemnation, giving to Tenant notice in writing that Landlord will, at Landlord’s sole cost and expense, construct replacement parking spaces of the same quantity and quality and convenience as the parking spaces so taken, appropriated or condemned (i.e., Landlord using diligent efforts to shall locate the replacement parking spaces as close to the Building as possible). Any of such Replacement Parking shall be preapproved by Tenant and shall be constructed by Landlord within a reasonable time period following the effective date of such destruction, taking, appropriation or condemnation, but in no event later than thirty (30) days after the occurrence of such destruction, taking, appropriation or condemnation, it being agreed by Landlord and Tenant that such time period shall be extended to include weather-related delays as aforesaid, in which event such Replacement Parking will be completed as reasonably possible thereafter, Landlord agreeing to proceed promptly and with due diligence to complete construction of any Replacement Parking. Landlord and Tenant acknowledge that if Landlord is prevented from performing the final paving for said Replacement Parking on account of weather, such final paving may be performed as soon thereafter as is feasible. Such notice shall be accompanied by (A) a site plan showing (i) the location of the Replacement Parking spaces, and (B) an opinion from counsel for Landlord that such Replacement Parking may be constructed as-of-right under then applicable zoning and land use regulations. In the event of any other taking of the Premises, Building or Building Parking Area, or any part thereof, for temporary use or for less than one (1) year, (i) an equitable proportion of the Fixed Rent and additional rent this Lease shall be abated during the period of any such temporary takingand remain unaffected thereby; and (ii) Landlord shall pay to Tenant its pro rata share of any such use, provided that if any taking is for a period extending beyond the Term of this Lease, such award shall be apportioned appointed between Landlord and Tenant as of the Term Expiration Date. In such event, Landlord agrees to use diligent efforts to provide Tenant with temporary parking within the Park or at its other nearby locations, if available. Tenant has the option but not the obligation, in any fire or other casualty which creates a Landlord repair obligation in accordance with the terms of this Section to make available for such reconstruction all or a portion of the amount by which the cost of repair as certified by Landlord’s architect exceeds the amount of proceeds received by Landlord.

Casualty and Taking. In case during the Term all or any substantial part of the Premises, Building, and/or the Building Parking Area, or any part thereof, or both (i.e. in the case of a fire or casualty, requiring greater than twelve (12) months to rebuild in Landlord’s 's reasonable judgment; or in the case of a condemnation or a taking, more than thirty-five percent (35%) of the floor area of the Premises, Building Premises or any material part of the means of access thereto or more than thirtytwenty-five percent (3525%) of the parking spaces located within the Building Parking Area) are damaged by fire or any other casualty or by action of public or other authority in consequence thereof or are taken by eminent domain Landlord shall give prompt notice, (i.e. within thirty (30) days thereof) to Tenant (the “"Landlord’s 's Notice”") and this Lease shall terminate either at Landlord’s 's or Tenant’s 's election, except as provided hereinbelow, which may be made by notice given to the other within thirty (30) days after the date of Landlord’s 's Notice, which termination shall be effective (i) in the event of a casualty, not less than thirty (30) nor more than sixty (60) days after the date of notice of such termination and (ii) in the event of eminent domain event, as of the date on which such taking becomes effective and Tenant is deprived of the use and enjoyment of the Premises, Building, or part thereof, and/or the Building Parking Area, or part thereof. In the event Landlord elects not to rebuild, then any insurance proceeds actually received by Landlord shall, during the initial Term, be allocated between Landlord and Tenant as follows: first, to Landlord's mortgagee(s) up to the amount of the mortgage(s) then, to the Tenant an amount equal to the sum of the amounts actually paid by Tenant to Landlord for the Tenant's Work installed hereunder multiplied by a fraction the numerator of which is the number of months remaining in the initial Term and denominator of which is one hundred and eighty (180), plus the total amount of the Tenant's Contribution to Landlord's Work multiplied by a fraction the numerator of which is the number of months remaining in the initial Term plus (one hundred twenty (120) months less any expired months in any extended terms) and denominator of which is three hundred (300); then to Landlord or its mortgagee(s), as their interests may appear, that certain portion of any remaining insurance proceeds. Notwithstanding any language to the contrary, any and all of Landlord's obligations to allocate to Tenant any such portion of the insurance proceeds described in the preceding sentence shall be limited to the extent such proceeds are actually received by Landlord.If in any such case the Lease is not so terminated, Landlord shall proceed promptly and use due diligence to put the Premises, Building or part thereof, and/or the Building Parking Area, or part thereof, or in case of taking, what may remain thereof (excluding any items installed by Tenant which Tenant may be permitted to remove upon the expiration of the Term) into as near as possible to the condition and character thereof prior to such damage or taking, and in any event shall apply all insurance proceeds or eminent domain awards received by it toward such work, for use and occupation to the extent permitted by the net award of insurance plus any deductibles and such amounts as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award, and an equitable proportion of the Fixed Rent and additional rent according to the nature and extent of the injury shall be abated until the Premises, Building Premises or such remainder and the Building Parking Area shall have been put by Landlord in such condition; and in case of a taking which permanently reduces the area of the Premises, an equitable proportion of the Fixed Rent and additional rent shall be abated for the remainder of the Term and, if necessary, and an appropriate adjustment shall be made to the Landlord’s Annual Estimated Operating Costs and other additional rent payable hereunder. However, in the case of a casualty, if such damage is not repaired and the Premises, Building, or portion thereof, and/or Building Parking Area or part thereof, are not restored to the same condition as they were prior to such damage within twelve (12) months from the date of Landlord’s Notice, then Tenant, within thirty (30) days from the expiration of such twelve (12) month period or from the expiration of any extension thereof by reason of any Tenant’s Delay and/or Force Majeure (as defined in Section 3.5 hereof and subject to the provisions set forth below) as hereinafter provided, may terminate this Lease by notice to Landlord and Landlord’s mortgagee(s), given in accordance with Section 10.3 hereof, specifying a date not more than ten (10) days after the giving of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to the same condition prior to such casualty during such period, not to exceed ten (10) days, as specified in Tenant’s notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force or effect. The period within which the required repairs may be accomplished hereunder shall be extended by (a) the number of days lost as a result of a Tenant’s Delay, with such term, however, relating to restoration or repair as referenced herein and not to the initial construction of the Building, and (b) the number of days lost as a result of Force Majeure, as defined in Section 3.5. If less than a substantial part of the Premises or Building, or portion thereof, and/or the Building Parking Area, or portion thereof (i.e. in the case of a fire or casualty, requiring less than twelve (12) months to rebuild in Landlord’s reasonable judgment; or in the case of a condemnation or taking thirty-five percent (35%) or less of the floor area of the Premises or Building or any part of the means of access thereto or of the thirty-five percent (35%) of the parking spaces or less within the Building Parking Area are damaged by fire or any other casualty or are taken by eminent domain, then Landlord shall give prompt notice (i.e. within thirty (30) days) thereof to Tenant, which notice shall specify Landlord’s estimation of the time period within which such repairs shall be completed, and thereafter Landlord shall proceed promptly and with due diligence to the extent permitted by the net award of insurance plus any deductible amounts and such amount as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award to put the Premises, Building or part thereof, and/or the Building Parking Area, or part thereof, into as near as possible to the condition and character thereof prior to such damage or taking. In the event that Landlord fails to repair such damage and restore the Premises, Building and/or Building Parking Area to substantially the same condition prior to such fire and other casualty within the time period as reasonably estimated by Landlord, but in no event greater than such twelve (12) month period from the date of such Landlord’s notice to Tenant, or any extension thereof permitted for delays lost due to any Tenant’s delay and/or Force Majeure (as hereinbefore provided), then Tenant may terminate this Lease by written notice to Landlord and to Landlord’s mortgagee(s), as provided in Section 10.3 hereof, specifying a date not more than thirty (30) days after the giving of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to substantially the same condition prior to such fire or other casualty during such period, not to exceed thirty (30) days, as specified in Tenant’s notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force and effect. If less than a substantial part of the Premises and/or the Building Parking Area as aforesaid shall be so damaged, then Fixed Rent and additional rent due hereunder shall be equitably abated until the Premises, Building and/or the Building Parking Area are so restored as set forth hereunder. Landlord’s architect’s certificate, given in good faith, shall be deemed conclusive statements therein contained and binding upon Tenant with respect to the performance and completion of any repair or restoration work undertaken by Landlord pursuant to this Section, except in the event of disagreement between Landlord and Tenant relating to this Section, in which event the dispute resolution provisions of Section 3.6 shall apply. Further, Tenant shall have all general rights and provisions relating to the initial construction in Article III in connection with any rebuilding under this Article VII, but expressly excluding any such allowances set forth therein. Notwithstanding any language to the contrary, Landlord shall use diligent efforts to construct mutually agreeable “Replacement Parking” pursuant to the following: Landlord shall use diligent efforts to provide Replacement Parking and render Tenant’s notice of termination nugatory (if applicable) by, within thirty (30) days following the effective date of such destruction, taking, appropriation or condemnation, giving to Tenant notice in writing that Landlord will, at Landlord’s sole cost and expense, construct replacement parking spaces of the same quantity and quality and convenience as the parking spaces so taken, appropriated or condemned (i.e., Landlord using diligent efforts to locate the replacement parking spaces as close to the Building as possible). Any of such Replacement Parking shall be preapproved by Tenant and shall be constructed by Landlord within a reasonable time period following the effective date of such destruction, taking, appropriation or condemnation, but in no event later than thirty (30) days after the occurrence of such destruction, taking, appropriation or condemnation, it being agreed by Landlord and Tenant that such time period shall be extended to include weather-related delays as aforesaid, in which event such Replacement Parking will be completed as reasonably possible thereafter, Landlord agreeing to proceed promptly and with due diligence to complete construction of any Replacement Parking. Landlord and Tenant acknowledge that if Landlord is prevented from performing the final paving for said Replacement Parking on account of weather, such final paving may be performed as soon thereafter as is feasible. Such notice shall be accompanied by (A) a site plan showing (i) the location of the Replacement Parking spaces, and (B) an opinion from counsel for Landlord that such Replacement Parking may be constructed as-of-right under then applicable zoning and land use regulations. In the event of any other taking of the Premises, Building or Building Parking Area, or any part thereof, for temporary use or for less than one (1) year, (i) an equitable proportion of the Fixed Rent and additional rent shall be abated during the period of any such temporary taking; and (ii) Landlord shall pay to Tenant its pro rata share of any such use, provided that if any taking is for a period extending beyond the Term of this Lease, such award shall be apportioned between Landlord and Tenant as of the Term Expiration Date. In such event, Landlord agrees to use diligent efforts to provide Tenant with temporary parking within the Park or at its other nearby locations, if available. Tenant has the option but not the obligation, in any fire or other casualty which creates a Landlord repair obligation in accordance with the terms of this Section to make available for such reconstruction all or a portion of the amount by which the cost of repair as certified by Landlord’s architect exceeds the amount of proceeds received by Landlord.

Casualty and Taking. In case during the Term all or any substantial part of the Premises, Building, and/or the Building Parking Area, or any part thereof, or both (i.e. in the case of a fire or casualty, requiring greater than twelve nine (129) months to rebuild in Landlord’s reasonable judgment; or in the case of a condemnation or a taking, more than thirtyfifteen-five percent (3515%) of the floor area of the Premises, Building Premises or any material part of the means of access thereto or more than thirty-five fifteen percent (3515%) of the parking spaces located within the Building Parking Area) are damaged by fire or any other casualty or by action of public or other authority in consequence thereof or are taken by eminent domain Landlord shall give prompt notice, (i.e. within thirty (30) days thereofof the date of casualty or notice of taking by eminent domain) to Tenant (the “Landlord’s Notice”) and this Lease shall terminate either at Landlord’s 's or Tenant’s election, except as provided hereinbelow, which may be made by notice given to the other within thirty (30) days after the date of Landlord’s Notice, which termination shall be effective (i) in the event of a casualty, not less than thirty (30) nor more than sixty (60) days after the date of notice of such termination and (ii) in the event of eminent domain event, as of the date on which such taking becomes effective and Tenant is deprived of the use and enjoyment of the Premises, Building, or part thereof, and/or the Expansion Building Parking Area, or part thereof. If in any such case the Lease is not so terminated, Landlord shall proceed promptly and use due diligence to put the Premises, Building or applicable part thereof, and/or the Building Parking Area, or applicable part thereof, or in case of taking, what may remain thereof (excluding any items installed by Tenant which Tenant may be permitted to remove upon the expiration of the Term) into as near as possible to the condition and character thereof prior to such damage or taking, and in any event shall apply all insurance proceeds or eminent domain awards received by it toward such work, for use and occupation to the extent permitted by the net award of insurance plus any deductibles and such amounts as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award, and an equitable proportion of the Fixed Rent and additional rent according to the nature and extent of the injury shall be abated until the Premises, Building Premises or such remainder and the Building Parking Area shall have been put by Landlord in such condition; and in case of a taking which permanently reduces the area of the Premises, an equitable proportion of the Fixed Rent and additional rent shall be abated for the remainder of the Term and, if necessary, an appropriate adjustment shall be made to the Landlord’s Operating Common Area Maintenance Costs and Tax Expense and other additional rent payable hereunder. However, in the case of a casualty, if such damage is not repaired and the Premises, Building, or portion thereof, and/or Building Parking Area or part thereof, are not restored to the same condition as they were prior to such damage within twelve nine (129) months from the date of Landlord’s Noticethe casualty, then Tenant, within thirty (30) days from the expiration of such twelve nine (129) month period or from the expiration of any extension thereof by reason of any Tenant’s Delay (as defined in Section 3.2 hereof) and/or Force Majeure (as defined in Section 3.5 hereof and subject to the provisions set forth below) as hereinafter provided, may terminate this Lease by notice to Landlord and Landlord’s mortgagee(s), given in accordance with Section 10.3 hereof, specifying a date not more than ten thirty (1030) days after the giving of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to as near as possible the same condition as existed prior to such casualty during such period, not to exceed ten thirty (1030) days, as specified in Tenant’s notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force or effect. The period within which the required repairs may be accomplished hereunder shall be extended by (a) the number of days lost as a result of a Tenant’s Delay, as defined in and subject to the provisions of Section 3.2, with such term, however, relating to restoration or repair as referenced herein and not to the initial construction of the BuildingLandlord’s Work, and (b) the number of days lost as a result of Force Majeure, as defined in Section 3.5. If less than a substantial part of the Premises or BuildingLot, or portion thereof, and/or the Building Parking Area, or portion thereof (i.e. in the case of a fire or casualty, requiring less than twelve nine (129) months to rebuild in Landlord’s reasonable judgment; or in the case of a condemnation or taking thirty-five fifteen percent (3515%) or less of the floor area of the Premises or Building or any part of the means of access thereto or of the thirty-five fifteen percent (3515%) of the parking spaces or less within of the Building Parking Area Area) are damaged by fire or any other casualty or are taken by eminent domain, then Landlord shall give prompt notice (i.e. within thirty (30) daysdays after the date of such casualty or the notice of taking by eminent domain) thereof to Tenant, which notice shall specify Landlord’s estimation of the time period within which such repairs shall be completed, and thereafter Landlord shall proceed promptly and with due diligence to the extent permitted by the net award of insurance plus any deductible amounts and such amount as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award to put the Premises, Building or part thereof, and/or the Building Parking Area, or part thereof, into as near as possible to the condition and character thereof prior to such damage or takingaward. In the event that Landlord fails to repair such damage and restore the Premises, Building and/or Building Parking Area Premises to substantially the same condition prior to such fire and other casualty within the time period as reasonably estimated by Landlord, but in no event greater than such twelve nine (129) month period from the date of such Landlord’s casualty or notice to Tenantof taking, or any extension thereof permitted for delays lost due to any Tenant’s delay Delay and/or Force Majeure (as hereinbefore provided), then Tenant may terminate this Lease by written notice to Landlord and to Landlord’s mortgagee(s), as provided in Section 10.3 hereof, specifying a date not more than thirty (30) days after the giving of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to substantially the same condition prior to such fire or other casualty during such period, not to exceed thirty (30) days, as specified in Tenant’s notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force and effect. If less than a substantial part of the Premises and/or the Building Parking Area as aforesaid shall be so damaged, then Fixed Rent and additional rent and other sums due hereunder under this Lease (whether paid directly by Tenant or reimbursable to Landlord) shall be equitably abated until thirty (30) days after the Premises, Building Premises and/or the Building Parking Area are so restored as set forth hereunder. Landlord’s architect’s certificate, given in good faith, shall be deemed conclusive statements therein contained and binding upon Tenant with respect to the performance and completion of any repair or restoration work undertaken by Landlord pursuant to this Section, except in the event of disagreement between Landlord and Tenant relating to this Section, in which event the dispute resolution provisions of Section 3.6 shall apply. Further, Tenant shall have all general rights and provisions relating to the initial construction in Article III in connection with any rebuilding under this Article VII, but expressly excluding any such allowances set forth therein. Notwithstanding any language to the contrary, Landlord shall use diligent efforts to may construct mutually agreeable “Replacement Parking” pursuant to the following: If not more than fifteen percent (15%) of the Building Parking Area shall be so damaged, taken, appropriated, or condemned as aforesaid, then Landlord shall use diligent efforts may elect to provide Replacement Parking and render Tenant’s notice of termination nugatory (if applicable) by, within thirty (30) days following the effective date of such destruction, taking, appropriation or condemnation, giving to Tenant notice in writing that Landlord will, at Landlord’s sole cost and 's expense, construct replacement parking spaces of the same quantity and quality and convenience as the parking spaces so taken, appropriated or condemned (i.e., Landlord using diligent best efforts to locate the replacement parking spaces as close to the Expansion Building as possible). Any of such Replacement Parking shall be preapproved by Tenant and shall be constructed by Landlord within a reasonable time period following the effective date of such destruction, taking, appropriation or condemnation, but in no event later than thirty ninety (3090) days after the occurrence of such destruction, taking, appropriation or condemnation, it being agreed by Landlord and Tenant that such time period shall be extended to include weather-related delays as aforesaid, in which event such Replacement Parking will be completed as reasonably possible thereafter, Landlord agreeing to proceed promptly and with due diligence to complete construction of any Replacement Parking. Landlord and Tenant acknowledge that if Landlord is prevented from performing the final paving for said Replacement Parking on account of weather, such final paving may be performed as soon thereafter as is feasible. Such notice shall be accompanied by (A) a site plan showing (i) the location of the Replacement Parking spaces, and (B) an opinion from counsel for Landlord that such Replacement Parking may be constructed as-of-right under then applicable zoning and land use regulations. In the event of any other taking of the Premises, Building or Building Parking Area, or any part thereof, for temporary use or for less than one (1) year, (i) an equitable proportion of the Fixed Rent and additional rent shall be abated during the period of any such temporary taking; and (ii) Landlord shall pay to Tenant its pro rata share of any such use, provided that if any taking is for a period extending beyond the Term of this Lease, such award shall be apportioned between Landlord and Tenant as of the Term Expiration Date. In such event, Landlord agrees to use diligent efforts to provide Tenant with temporary parking within the Park or at its other nearby locations, if available. Tenant has the option but not the obligation, in any fire or other casualty which creates a Landlord repair obligation in accordance with the terms of this Section to make available for such reconstruction all or a portion of the amount by which the cost of repair as certified by Landlord’s architect exceeds the amount of proceeds received by Landlord.

Casualty and Taking. In case during the Term all or any substantial part of the Premises, Building, and/or Building or the Building Parking AreaCharxxx Xxxare Site, or any part thereof, or both (i.e. in the case of a fire or casualty, requiring greater than twelve (12) months to rebuild in Landlord’s reasonable judgment; or in the case of a condemnation or a taking, more than thirty-five percent (35%) of the floor area of the Premises, Building or any material part of the means of access thereto one or more than thirty-five percent of them, are (35%i) of the parking spaces located within the Building Parking Area) are damaged materially by fire or any other casualty cause or by action of public or other authority in consequence thereof or are (ii) taken by eminent domain or Landlord shall give prompt noticereceives compensable damage by reason of anything lawfully done in pursuance of public or other authority and as a consequence all or any substantial part of the Premises, (i.e. within thirty (30) days thereof) to Tenant (the “Landlord’s Notice”) and Building or Charxxx Xxxare Site are damaged materially, this Lease shall terminate either at Landlord’s or Tenant’s 's election, except as provided hereinbelow, which may be made made, notwithstanding Landlord's entire interest may have been divested, by notice given to the other Tenant within thirty (30) 30 days after the occurrence of the event giving rise to the election to terminate, which notice shall specify the effective date of Landlord’s Notice, termination which termination shall be effective (i) in the event of a casualty, not less than thirty (30) 30 nor more than sixty (60) 60 days after the date of notice of such termination and (ii) in the event of eminent domain event, as a just proportion of the date on which such taking becomes effective Annual Base Rent and Tenant is deprived additional rent according to the nature and extent of the use injury and the effect on Tenaxx'x xse and enjoyment of the Premises, Building, or part thereof, and/or Premises shall be abated from and after the Building Parking Area, or part thereofoccurrence of the event giving rise to the election to terminate. If in any such case the Premises, Building or the Charxxx Xxxare Site, are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall proceed promptly and use due diligence to put the Premises, Building or part thereofthe Charxxx Xxxare Site, and/or the Building Parking Areaor, or part thereof, or in case of a taking, what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required or permitted to remove upon the expiration of the Termremove) into as near as possible to substantially the same condition and character thereof prior to that existed before such damage fire, casualty or taking, and in any event shall apply all insurance proceeds or eminent domain awards received by it toward such work, for use and occupation taking to the extent permitted by the net award of insurance plus any deductibles and such amounts as Tenant may elect or damages available to make available for such work as hereinafter provided, or the amount of the eminent domain awardLandlord, and an equitable a just proportion of the Fixed Annual Base Rent and additional rent according to the nature and extent of the injury shall be abated until the Premises, Building or the Charxxx Xxxare Site, or such remainder and the Building Parking Area shall have been put by Landlord in such condition; and in case of a taking which permanently reduces the area of the Premises, an equitable Building or Lot, a just proportion of the Fixed Annual Base Rent and additional rent shall be abated according to the nature and extent of the injury and the effect on Tenaxx'x xse and enjoyment of the Premises for the remainder of the Term and, if necessary, and an appropriate adjustment shall be made to the Landlord’s Annual Operating Costs Expenses. If in any such case the Lease is not so terminated and other additional rent payable hereunder. Howeverthe Premises, Building or the Charxxx Xxxare Site (or in the case of a casualtytaking, if at least 90 percent thereof) have not been put into proper condition for use and occupation within one year after the damage or taking occurs, or, in the reasonable judgment of Landxxxx'x xrchitect expressed within 60 days of such damage is not repaired and the Premisesfire, Building, casualty or portion thereof, and/or Building Parking Area or part thereoftaking, are not restored to the same capable of being put into such condition as they were prior to such damage within twelve (12) months from the date of Landlord’s Noticeone year, then Tenant, within thirty (30) days from the expiration of such twelve (12) month period or from the expiration of any extension thereof by reason of any Tenant’s Delay and/or Force Majeure (as defined in Section 3.5 hereof and subject to the provisions set forth below) as hereinafter provided, may terminate this Lease shall terminate at Tenant's election, which may be made by notice to Landlord and Landlord’s mortgagee(s), given in accordance with Section 10.3 hereof, specifying a date not more than within ten (10) days after the giving expiration of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to the same condition prior to such casualty during such period, not to exceed year or within ten (10) daysdays after notice that the damage cannot reasonably be repaired within one year, as specified in Tenant’s noticethe case may be, then and shall be effective on the date such notice is given and all of termination given by Tenant to Landlord Tenant's obligations hereunder shall be null and void and of no further force or effect. The period within which the required repairs may be accomplished hereunder shall be extended by (a) the number of days lost as a result of a Tenant’s Delay, with such term, however, relating then cease except to restoration or repair as referenced herein and not pay rent accrued prior to the initial construction termination, as such rent shall have been reduced pursuant to this Section on account of the Building, and (b) the number of days lost as a result of Force Majeure, as defined in Section 3.5. If less than a substantial part of the Premises or Building, or portion thereof, and/or the Building Parking Area, or portion thereof (i.e. in the case of a fire or casualty, requiring less than twelve (12) months to rebuild in Landlord’s reasonable judgment; or in the case of a condemnation or taking thirty-five percent (35%) or less of the floor area of the Premises or Building or any part of the means of access thereto or of the thirty-five percent (35%) of the parking spaces or less within the Building Parking Area are damaged by fire or any other casualty or are taken by eminent domain, then Landlord shall give prompt notice (i.e. within thirty (30) days) thereof to Tenant, which notice shall specify Landlord’s estimation of the time period within which such repairs shall be completed, and thereafter Landlord shall proceed promptly and with due diligence to the extent permitted by the net award of insurance plus any deductible amounts and such amount as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award to put the Premises, Building or part thereof, and/or the Building Parking Area, or part thereof, into as near as possible to the condition and character thereof prior to such damage or taking. In the event that Landlord fails to repair such damage and restore the Premises, Building and/or Building Parking Area to substantially the same condition prior to such fire and other casualty within the time period as reasonably estimated by Landlord, but in no event greater than such twelve (12) month period from the date of such Landlord’s notice to Tenant, or any extension thereof permitted for delays lost due to any Tenant’s delay and/or Force Majeure (as hereinbefore provided), then Tenant may terminate this Lease by written notice to Landlord and to Landlord’s mortgagee(s), as provided in Section 10.3 hereof, specifying a date not more than thirty (30) days after the giving of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to substantially the same condition prior to such fire or other casualty during such period, not to exceed thirty (30) days, as specified in Tenant’s notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force and effect. If less than a substantial part of the Premises and/or the Building Parking Area as aforesaid shall be so damaged, then Fixed Rent and additional rent due hereunder shall be equitably abated until the Premises, Building and/or the Building Parking Area are so restored as set forth hereunder. Landlord’s architect’s certificate, given in good faith, shall be deemed conclusive statements therein contained and binding upon Tenant with respect to the performance and completion of any repair or restoration work undertaken by Landlord pursuant to this Section, except in the event of disagreement between Landlord and Tenant relating to this Section, in which event the dispute resolution provisions of Section 3.6 shall apply. Further, Tenant shall have all general rights and provisions relating to the initial construction in Article III in connection with any rebuilding under this Article VII, but expressly excluding any such allowances set forth therein. Notwithstanding any language to the contrary, Landlord shall use diligent efforts to construct mutually agreeable “Replacement Parking” pursuant to the following: Landlord shall use diligent efforts to provide Replacement Parking and render Tenant’s notice of termination nugatory (if applicable) by, within thirty (30) days following the effective date of such destruction, taking, appropriation or condemnation, giving to Tenant notice in writing that Landlord will, at Landlord’s sole cost and expense, construct replacement parking spaces of the same quantity and quality and convenience as the parking spaces so taken, appropriated or condemned (i.e., Landlord using diligent efforts to locate the replacement parking spaces as close to the Building as possible). Any of such Replacement Parking shall be preapproved by Tenant and shall be constructed by Landlord within a reasonable time period following the effective date of such destruction, taking, appropriation or condemnation, but in no event later than thirty (30) days after the occurrence of such destruction, taking, appropriation or condemnation, it being agreed by Landlord and Tenant that such time period shall be extended to include weather-related delays as aforesaid, in which event such Replacement Parking will be completed as reasonably possible thereafter, Landlord agreeing to proceed promptly and with due diligence to complete construction of any Replacement Parking. Landlord and Tenant acknowledge that if Landlord is prevented from performing the final paving for said Replacement Parking on account of weather, such final paving may be performed as soon thereafter as is feasible. Such notice shall be accompanied by (A) a site plan showing (i) the location of the Replacement Parking spaces, and (B) an opinion from counsel for Landlord that such Replacement Parking may be constructed as-of-right under then applicable zoning and land use regulations. In the event of any other taking of the Premises, Building or Building Parking Area, or any part thereof, for temporary use or for less than one (1) year, (i) an equitable proportion of the Fixed Rent and additional rent shall be abated during the period of any such temporary taking; and (ii) Landlord shall pay to Tenant its pro rata share of any such use, provided that if any taking is for a period extending beyond the Term of this Lease, such award shall be apportioned between Landlord and Tenant as of the Term Expiration Date. In such event, Landlord agrees to use diligent efforts to provide Tenant with temporary parking within the Park or at its other nearby locations, if available. Tenant has the option but not the obligation, in any fire or other casualty which creates a Landlord repair obligation in accordance with the terms of this Section to make available for such reconstruction all or a portion of the amount by which the cost of repair as certified by Landlord’s architect exceeds the amount of proceeds received by Landlord.

Casualty and Taking. In case during the Term all or any substantial part of the Premises, Building, and/or the Building Parking Area, or any part thereof, or both , (i.e. in the case of a fire or casualty, requiring greater than twelve (12) months to rebuild in Landlord’s 's reasonable judgment; or in the case of a condemnation or a taking, more than thirtytwenty-five percent (3525%) of the floor area of the Premises, Building Premises or any material part of the means of access thereto or more than thirty-five twenty percent (3520%) of the parking spaces located within the Building Parking Area) are damaged by fire or any other casualty or by action of public or other authority in consequence thereof or are taken by eminent domain Landlord shall give prompt notice, (i.e. within thirty (30) days thereof) to Tenant (the “"Landlord’s 's Notice”") and this Lease shall terminate either at Landlord’s 's or Tenant’s 's election, except as provided hereinbelow, which may be made by notice given to the other within thirty (30) days after the date of Landlord’s 's Notice, which termination shall be effective (i) in the event of a casualty, not less than thirty (30) nor more than sixty (60) days after the date of notice of such termination and (ii) in the event of eminent domain event, as of the date on which such taking becomes effective and Tenant is deprived of the use and enjoyment of the Premises, Building, or part thereof, and/or the Building Parking Area, or part thereof. If in any such case the Lease is not so terminated, Landlord shall proceed promptly and use due diligence to put the Premises, Building or part thereof, and/or the Building Parking Area, or part thereof, or in case of taking, what may remain thereof (excluding any items installed by Tenant which Tenant may be permitted to remove upon the expiration of the Term) into as near as possible to the condition and character thereof prior to such damage or taking, and in any event shall apply all insurance proceeds or eminent domain awards received by it toward such work, for use and occupation to the extent permitted by the net award of insurance plus any deductibles and such amounts as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award, and an equitable proportion of the Fixed Rent and additional rent according to the nature and extent of the injury shall be abated until thirty (30) days after the Premises, Building Premises or such remainder and the Building Parking Area shall have been put by Landlord in such condition; and in case of a taking which permanently reduces the area of the Premises, an equitable proportion of the Fixed Rent and additional rent shall be abated for the remainder of the Term and, if necessary, and an appropriate adjustment shall be made to the Landlord’s Annual Estimated Operating Costs and other additional rent payable hereunder. However, in the case of a casualty, if such damage is not repaired and the Premises, Building, or portion thereof, and/or Building Parking Area or part thereof, are not restored to the same condition as they were prior to such damage within twelve (12) months from the date of Landlord’s 's Notice, then Tenant, within thirty (30) 50 days from the expiration of such twelve (12) month period or from the expiration of any extension thereof by reason of any Tenant’s 's Delay (as defined in Section 3.2 hereof) and/or Force Majeure (as defined in Section 3.5 hereof and subject to the provisions set forth below) as hereinafter provided, may terminate this Lease by notice to Landlord and Landlord’s 's mortgagee(s), given in accordance with Section 10.3 hereof, specifying a date not more than ten thirty (1030) days after the giving of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to the same condition prior to such casualty during such period, not to exceed ten thirty (1030) days, as specified in Tenant’s 's notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force or effect. The period within which the required repairs may be accomplished hereunder shall be extended by (a) the number of days lost as a result of a Tenant’s 's Delay, as defined in and subject to the provisions of Section 3.2, with such term, however, relating to restoration or repair as referenced herein and not to the initial construction of the Building, and (b) the number of days lost as a result of Force Majeure, as defined in Section 3.5; provided, however, in no event shall the period within which the repairs are to be accomplished be extended on account of Force Majeure for more than sixty (60) days in the aggregate. If less than a substantial part of the Premises or BuildingLot, or portion thereof, and/or the Building Parking Area, or portion thereof (i.e. in the case of a fire or casualty, requiring less than twelve (12) months to rebuild in Landlord’s 's reasonable judgment; or in the case of a condemnation or taking thirtytwenty-five percent (3525%) or less of the floor area of the Premises or Building or any part of the means of access thereto or of the thirty-five twenty percent (3520%) of the parking spaces or less within of the Building Parking Area Area) are damaged by fire or any other casualty or are taken by eminent domain, then Landlord shall give prompt notice (i.e. within thirty (30) days) thereof to Tenant, which notice shall specify Landlord’s 's estimation of the time period within which such repairs shall be completed, and thereafter Landlord shall proceed promptly and with due diligence to the extent permitted by the net award of insurance plus any deductible amounts and such amount as Tenant may elect to make available for such work as hereinafter provided, or the amount of the eminent domain award to put the Premises, Building or part thereof, and/or the Building Parking Area, or part thereof, into as near as possible to the condition and character thereof prior to such damage or takingaward. In the event that Landlord fails to repair such damage and restore the Premises, Building and/or Building Parking Area Premises to substantially the same condition prior to such fire and other casualty within the time period as reasonably estimated by Landlord, but in no event greater than such twelve (12) month period from the date of such Landlord’s 's notice to Tenant, or any extension thereof permitted for delays lost due to any Tenant’s delay 's Delay and/or Force Majeure (as hereinbefore provided), then Tenant may terminate this Lease by written notice to Landlord and to Landlord’s 's mortgagee(s), as provided in Section 10.3 hereof, specifying a date not more than thirty (30) days after the giving of such notice on which the Term of this Lease shall terminate. Notwithstanding such termination notice by Tenant, in the event that Landlord repairs such damage and restores the Premises to substantially the same condition prior to such fire or other casualty during such period, not to exceed thirty (30) days, as specified in Tenant’s notice, then such notice of termination given by Tenant to Landlord hereunder shall be null and void and of no further force and effect. If less than a substantial part of the Premises and/or the Building Parking Area as aforesaid shall be so damaged, then Fixed Rent and additional rent due hereunder shall be equitably abated until the Premises, Building and/or the Building Parking Area are so restored as set forth hereunder. Landlord’s architect’s certificate, given in good faith, shall be deemed conclusive statements therein contained and binding upon Tenant with respect to the performance and completion of any repair or restoration work undertaken by Landlord pursuant to this Section, except in the event of disagreement between Landlord and Tenant relating to this Section, in which event the dispute resolution provisions of Section 3.6 shall apply. Further, Tenant shall have all general rights and provisions relating to the initial construction in Article III in connection with any rebuilding under this Article VII, but expressly excluding any such allowances set forth therein. Notwithstanding any language to the contrary, Landlord shall use diligent efforts to construct mutually agreeable “Replacement Parking” pursuant to the following: Landlord shall use diligent efforts to provide Replacement Parking and render Tenant’s notice of termination nugatory (if applicable) by, within thirty (30) days following the effective date of such destruction, taking, appropriation or condemnation, giving to Tenant notice in writing that Landlord will, at Landlord’s sole cost and expense, construct replacement parking spaces of the same quantity and quality and convenience as the parking spaces so taken, appropriated or condemned (i.e., Landlord using diligent efforts to locate the replacement parking spaces as close to the Building as possible). Any of such Replacement Parking shall be preapproved by Tenant and shall be constructed by Landlord within a reasonable time period following the effective date of such destruction, taking, appropriation or condemnation, but in no event later than thirty (30) days after the occurrence of such destruction, taking, appropriation or condemnation, it being agreed by Landlord and Tenant that such time period shall be extended to include weather-related delays as aforesaid, in which event such Replacement Parking will be completed as reasonably possible thereafter, Landlord agreeing to proceed promptly and with due diligence to complete construction of any Replacement Parking. Landlord and Tenant acknowledge that if Landlord is prevented from performing the final paving for said Replacement Parking on account of weather, such final paving may be performed as soon thereafter as is feasible. Such notice shall be accompanied by (A) a site plan showing (i) the location of the Replacement Parking spaces, and (B) an opinion from counsel for Landlord that such Replacement Parking may be constructed as-of-right under then applicable zoning and land use regulations. In the event of any other taking of the Premises, Building or Building Parking Area, or any part thereof, for temporary use or for less than one (1) year, (i) an equitable proportion of the Fixed Rent and additional rent shall be abated during the period of any such temporary taking; and (ii) Landlord shall pay to Tenant its pro rata share of any such use, provided that if any taking is for a period extending beyond the Term of this Lease, such award shall be apportioned between Landlord and Tenant as of the Term Expiration Date. In such event, Landlord agrees to use diligent efforts to provide Tenant with temporary parking within the Park or at its other nearby locations, if available. Tenant has the option but not the obligation, in any fire or other casualty which creates a Landlord repair obligation in accordance with the terms of this Section to make available for such reconstruction all or a portion of the amount by which the cost of repair as certified by Landlord’s architect exceeds the amount of proceeds received by Landlordthirty