Common use of Damage Clause in Contracts

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 below, Landlord shall restore the Building and the portions of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. If the Premises or any portion appurtenant areas of the Building that materially adversely affects Tenant’s or Property necessary to provide access to or use of the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 15.2 below, Landlord shall shall, subject to the last sentence of this Section 15.1, restore the Building and the portions of the Premises constituting Landlord-Insured Improvements Restoration Areas to substantially the same condition as existed immediately following completion of Landlord’s Workprior to such Casualty, or in the event of a partial Taking which affects the Building and the PremisesRestoration Areas, restore the remainder of the Building and the Premises Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. In If any other portion of the event Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that neither party terminates would have been received by Tenant had it been maintaining the coverages required under this Lease pursuant to Section 14.2 below, then, subject Lease). Subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights LeaseMortgagees, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of use good faith efforts to obtain all required permits therefortherefor and to thereafter promptly commence and diligently prosecute restoration so as to substantially complete restoration of the Premises within twelve (12) months after the date of the Casualty with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after the date of the Casualty in the case of restoration of less than 50% of the Building. During such restoration, Landlord shall have the right to relocate Tenant’s Parking Spaces in accordance with Section 1.3(b) above. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord possible. ▇▇▇▇▇▇ agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other Landlord in such manner as a party Landlord may reasonably request to assist such party Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the BuildingRestoration Areas. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgageea Mortgagee) less all reasonable third party costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the fiscal year in which a Casualty occurs, there shall be included in Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 14.115.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. 27.1 In case of partial or total destruction of the Premises, the Tenant will give immediate notice thereof to the Landlord. If the Premises shall have been damaged or any portion destroyed to an extent less than 25% of the Building that insurable value thereof, the Landlord will restore the Premises to their former condition within a reasonable time at its expense. If the Premises shall have been damaged or destroyed to an extent of 25% or more of the insurable value thereof, the Landlord may within Ninety (90) days elect to (a) restore the Premises to their former condition within One Hundred Twenty (120) days of Landlord's election date at its expense, or (b) terminate this Lease by giving notice of termination to the Tenant. If Landlord elects to restore the Premises and does not substantially complete said restoration within One Hundred Twenty (120) days (excluding noncompletion of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which does not materially adversely affects interfere with Tenant’s access to or 's use of such part of the Premises), Tenant shall have the right to terminate this Lease by giving written notice to Landlord. A just proportion of the Basic Rent, according to the nature and extent of the damage or destruction, will be abated from the time of the same until the Premises are damaged in whole shall have been restored (as hereinabove provided) or part because of fire or other insured casualty (“Casualty”)this Lease terminated, or excepting, however, that if the Premises or any portion nature of the Building that materially adversely affects Tenant’s access damages is such as to or use of render the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”)wholly unsuitable for Tenant's use, then unless this Lease is terminated in accordance with Section 14.2 belowby Landlord, as hereinbefore provided, all rent shall ▇▇▇▇▇ and Tenant's obligations under this Lease shall be suspended until such time as the Premises shall have been fully restored by the Landlord. There shall be no obligation upon the part of the Landlord to repair or rebuild during the last year of the term of this Lease. Landlord's obligation to repair or rebuild pursuant to this paragraph shall restore be limited to the Building basic building, systems and equipment and replacement of any interior work which may have been installed at Landlord's cost. Landlord's obligation to repair or rebuild shall also be limited to the portions extent of insurance proceeds made available by any mortgagee having control over disposition of such proceeds and shall be further limited to not include the restoration, repair or rebuilding of any portion of the Premises constituting Landlord-Insured Improvements for which Tenant is required to substantially the same condition as existed immediately following completion maintain insurance under Paragraph 26.3 of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasiblethis Lease. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts be responsible to complete restoration promptly restore, repair or replace any portion of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to for which Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be is required to expend more than the greater maintain insurance under Paragraph 26.3 of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured ImprovementsLease.

Damage. If Landlord shall have the Premises right to terminate this Lease if: (a) the Building shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or any portion reconstruction of the Building that materially adversely affects Tenant’s access to shall be required (whether or use of not the Premises are damaged in whole or part because of fire or other insured casualty has been damaged); (“Casualty”), or if the Premises or any portion of b) Landlord is not permitted by applicable Law to rebuild the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 below, Landlord shall restore the Building and the portions of the Premises constituting Landlord-Insured Improvements to substantially the same condition form as existed immediately following completion before the fire or casualty; (c) the Premises have been materially damaged and there is less than two (2) years of the Lease Term remaining on the date of the casualty; (d) any Mortgagee requires that the insurance proceeds be applied to the payment of the Mortgage; or (e) a material uninsured loss to the Building occurs. Landlord shall also have the right to terminate this Lease under the circumstances set forth in Section 11.6. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within ninety (90) days after (i) the settlement of the loss resulting from the casualty between Landlord and ▇▇▇▇▇▇▇▇’s insurers and (ii) the date Landlord determines the loss is uninsured. If Landlord does not terminate this Lease, (A) subject to Landlord’s Work, or in ability to obtain the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeurenecessary permits, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts and proceed with reasonable diligence to complete restoration of repair and restore the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for (excluding Alterations and Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other Property); provided, however, in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend spend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) insurance proceeds received by Landlord which is allocable to the Premises, and (bB) Tenant shall commence and proceed with reasonable diligence to repair and restore the Net Premises (hereinafter definedincluding Alterations and Tenant’s Property) insurance proceeds Landlord receives for damage to a substantially similar condition as existed prior to the Premises and/or casualty, and otherwise in accordance with the Building terms and conditions of this Lease. All proceeds of insurance carried by Tenant covering the Alterations and Tenant’s Property shall belong to and be payable to Tenant. If this Lease is terminated by Landlord or the Net Taking award attributable Tenant pursuant to this Article 11 or pursuant to any other Section hereof, or if Tenant does not repair and refixture the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.111.1, under no circumstances the proceeds covering the Alterations shall belong to and be payable to Landlord, and any such proceeds received by Tenant shall be paid by Tenant to Landlord. None of the Landlord Related Parties shall be required liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsand restoration of the damage.

Damage. If the building or other improvements on the ------ Premises shall be damaged or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged in whole or part because of destroyed by fire or other insured casualty (“Casualty”)casualty, or if LESSEE and the Premises or any portion of Leasehold Mortgagee, at LESSEE'S sole cost and expense, shall promptly and diligently proceed to adjust the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection loss with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of insurance companies and arrange for the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 below, Landlord shall restore the Building and the portions of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment disbursement of insurance proceeds or Taking awardsproceeds, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting of the insurance proceeds due paid plus (i) the amount of any "deductible," and (ii) the amount which LESSEE has elected to self-insure under Section 12.05, repair, rebuild or replace such buildings, the parking garage, and other improvements, so as to restore the Premises. The net proceeds of any insurance recovered by reason of such damage or destruction in connection with excess of the cost of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred to herein as the "Net Insurance Proceeds") shall, if such Net Insurance Proceeds exceeds Five Million and No/Dollars ($5,000,000.00), be held by the Leasehold Mortgagee (provided that such Leasehold Mortgagee is a bank, savings association, insurance company or other similar institutional lender having capital surplus and undivided profits of at least $50,000,000.00; herein called "Institutional Lender"), or, if no Institutional Lender then holds a mortgage lien, or deed to secure debt on LESSEE'S Leasehold interest in the Premises, by any Casualty escrow agent which affects is reasonably acceptable to LESSOR and LESSEE and the Premises Leasehold Mortgagee, if any; and the Net Insurance Proceeds shall be released for the purpose of paying the fair and reasonable cost of restoring the building and other improvements on the Premises. Such Net Insurance Proceeds shall be released to LESSEE, or to LESSEE'S contractors, from time to time as the Buildingwork progresses, pursuant to such requirements and limitations as may be reasonably acceptable to LESSEE and LESSEE'S Leasehold Mortgagee (if the mortgagee so requires), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. In no event shall Landlord be required to expend more If the Net Insurance Proceeds are less than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) ), such Net Insurance Proceeds may be held by LESSEE or LESSEE'S Leasehold Mortgagee and (b) used by LESSEE or LESSEE'S Leasehold Mortgagee to pay the fair and reasonable cost of restoring such building and other improvements. If the Net Insurance Proceeds (hereinafter definedregardless of the amount thereof) insurance proceeds Landlord receives for damage exceed the full cost of the repair, rebuilding or replacement of the damaged building or other improvements, then the amount of such excess Net Insurance Proceeds shall be paid to the Premises and/or the Building LESSEE or the Net Taking award attributable to the Premises and/or the Building. “Net” means retained by the insurance proceeds carrier upon the completion of such repair, rebuilding or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsreplacement.

Damage. (a) If at any time prior to expiration of this Sublease, the Subleased Premises are wholly or any partially damaged, destroyed or rendered inaccessible by a risk fully covered (excluding deductibles) by insurance maintained by Landlord or for Landlord's benefit, and the Subtenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all or a substantial portion of the Building Subleased Premises, then, Subtenant shall give Sublandlord notice which Sublandlord shall transmit to Landlord. Within the later of twenty (20) days after Subtenant's notice or forty-five (45) days after the damage or destruction, Sublandlord shall give Subtenant notice of Landlord's reasonable determination that materially adversely affects Tenant’s access to the Subleased Premises can or use cannot be fully restored and ready for occupancy within one (1) year from the date of the Premises are damaged in whole damage or part because destruction, without payment of fire overtime or other insured casualty premiums. (“Casualty”)1) If Landlord determines that the Subleased Premises can be so restored within one (1) year, or if the Premises or any (i) this sublease shall remain in full force, (ii) rent shall be abated proportionally for such portion of the Building that materially adversely affects Tenant’s access Subleased Premises as is inaccessible or unusable, to the extent rent is abated under the Lease, and (iii) Landlord shall proceed diligently to repair the damage or use destruction, including all Tenant improvements, using materials of at least the quality used in the original construction of the Complex, Premises are subject to and Tenant Improvements with a taking minimum of interference in connection with the exercise of any power of eminent domainSubtenant's normal operations. If, condemnationin Sublandlord's sole but reasonable judgment, or purchase under threat or in lieu thereof (Landlord shall not have performed any of the foregoing, a “Taking”)above obligations in strict compliance therewith, then unless Sublandlord may, but shall not be required to, undertake such obligations at Landlord's expense. (2) If Landlord determines that the Subleased Premises cannot be so restored within one (1) year, then Subtenant may, at its option, request Sublandlord to exercise its rights to terminate the Lease with respect to the Subleased Premises, which Sublandlord agrees to do. (b) If any time prior to expiration or termination of this Lease Sublease, the Subleased Premises are wholly or partially damaged, destroyed or rendered inaccessible by a risk not fully covered (excluding deductibles) by insurance maintained by Landlord or for Landlord's benefit, and the Subtenant is terminated unable, in accordance its sole but reasonable discretion, to carry on its normal operations in all or a substantial portion of the Subleased Premises, then Subtenant shall give Sublandlord notice which Sublandlord shall transmit to Landlord. Promptly following receipt of notice from Landlord, Sublandlord shall give Subtenant notice informing Subtenant whether Landlord intends to repair such damage or destruction, and if so, whether such damage or destruction can be fully restored and ready for occupancy within one (1) year from the date of damage or destruction, without payment of overtime or other premiums. (1) If Landlord elects to repair and such damage or destruction can be fully restored within one (1) year, (i) this Sublease shall remain in full force, (ii) rent shall be abated proportionally for such portion of the Subleased Premises as is inaccessible or unusable to the extent rent is abated under the Lease, (iii) Landlord shall proceed diligently to repair the damage or destruction, including all Tenant improvements, using materials of at least the quality used in the original construction of the Complex, Demised Premises and Tenant Improvements with Section 14.2 belowa minimum of interference in Subtenant's normal operations. If, in Subtenant's sole but reasonable judgment, Landlord shall restore the Building and the portions not have performed any of the above obligations in strict compliance therewith, then Sublandlord may, but shall not be required to, undertake such obligations at Landlord's expense. (2) If Landlord does not elect to repair or determines that the Subleased Premises constituting Landlord-Insured Improvements cannot be so restored within one (1) year, then Subtenant may, at its option, request Sublandlord to substantially exercise its right to terminate the same condition as existed immediately following completion of Landlord’s Work, or in Lease with respect to the event of a partial Taking which affects the Building and the Subleased Premises, restore the remainder of the Building and the Premises not so Taken which Sublandlord agrees to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsdo.

Damage. If 12.01 INSURED LOSS shall herein mean damage or destruction which was caused by an event required to be covered by the insurance described in Section 11. 12.02 In the event the Building is damaged or destroyed to the extent of less than fifty percent (50%) of the replacement value thereof, Landlord, at its sole cost and expense, unless it elects to terminate this Lease pursuant to this Section 12, will proceed with reasonable speed to repair the Premises or any portion of the Building that materially adversely affects Tenant’s access Building, as the case may be (i) to or use a condition substantially equal to the condition of the Premises are damaged or the Building existing immediately prior to such damage or destruction, (ii) pursuant to all applicable requirements of law and duly constituted governmental authority, and (iii) in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises or any portion case of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domainPremises, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with specifications, working plans and drawings prepared by Landlord, at its sole cost and expense, and approved in advance by Tenant, which appeal shall not be unreasonably withheld or delayed. The building insurance proceeds under the policies maintained by Tenant shall be applied toward the cost of all repairs and restoration Landlord is required to make under this Section 14.2 below, 12.02 and such repairs and restoration proceeds shall be available to the Landlord shall restore the Building to facilitate such repairs and the portions restoration of the Premises constituting Landlord-Insured Improvements to substantially Premises. Tenant shall reimburse Landlord for any amounts not covered by the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasibleinsurance proceeds. In the event the Building is damaged or destroyed to the extent of more than fifty percent (50%) of the replacement value thereof, Landlord will have the right to elect to demolish, rebuild or reconstruct the Building if it is damaged by fire or other casualty and, if Landlord so elects, whether or not the Premises have been damaged, this Lease may be terminated by Landlord upon written notice to the Tenant and the rent will be adjusted to the date of the fire or other casualty. In the event of the Building is damaged or destroyed to the extent of more than fifty percent (50%) of the replacement value thereof, Tenant shall have the right to terminate the Lease, by written notice, and the rent will be adjusted to the date of the fire or other casualty. If such damage makes the Premises untenantable and was not caused by any act, neglect or default of Tenant, its servants, agents, employees, visitors or licensees, there will be an equitable abatement of rent for the period during which and to the extent that neither the Premises are untenantable and until Landlord fully repairs and restores the Premises and the Building to a condition substantially equal to the condition thereof which existed immediately prior to that fire or other casualty (or to the condition otherwise approved by Tenant). If repair of the Premises is delayed by Tenant's failure to adjust its own insurance claim, there will be no abatement of rent for the period of such delay. Notwithstanding anything to the contrary contained herein, in the event Landlord has not completed the repairs and restoration of the Premises and/or the Building within eight (8) months after the date such damage and such delay is not the result of Tenant's failure to provide the necessary insurance proceeds to repair such damage or destruction, then Tenant, at its option, may cancel and terminate this Lease upon ten (10) days written notice to Landlord. Further, if the Building shall be damaged or destroyed to the extent of more than thirty-five percent (35%) of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, as the same may have been extended, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving written notice to the other party terminates within thirty (30) days following such damage or destruction, unless Tenant, within thirty (30) days following the receipt of such notice from Landlord shall exercise an option to extend the Term of this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor2 hereof. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect If this Lease is terminated pursuant to this Section 14.112, under no circumstances Landlord and Tenant shall Landlord each be required to repair any released from its respective liability and obligations hereunder accruing from and after the date of such damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsdestruction.

Damage. (a) If the Building, Land or Premises are damaged by fire or other casualty, and this Lease is not terminated, as provided in clause 14(b) below, Landlord shall repair the damage at no expense to Tenant to the extent of the Base Building Improvements, as described herein, with reasonable promptness after notice to it of the damage; provided, however, that Landlord shall not be required to repair or replace any of Tenant’s property or any alterations made by Tenant in the Premises, including the Tenant Improvements. In such event, Landlord shall provide to Tenant an amount equal to the Tenant Allowance and other similar allowances provided by Landlord to Tenant hereunder to improve and build-out space as a part of expansions of the space leased by Tenant under this Lease, to be disbursed as described herein, and Rent shall ▇▇▇▇▇ for the Premises, or portions thereof, from the date of the damage until the earlier date to occur of: (i) the date Tenant occupies any portion of the Building that materially adversely affects Tenant’s access Premises for the purposes of conducting its business therein (as to such portion only), or use (ii) if four (4) or less floors of the Premises are damaged by the casualty, one hundred twenty (120) days after Landlord has substantially completed the restoration of the Base Building Improvements and provides access to the Premises to Tenant so that work on Tenant Improvements can commence therein, with Tenant having an additional fifteen (15) days prior to Rent commencement under such circumstances for every additional floor so damaged by the casualty in whole question so that restoration thereof is required; provided, however, if one of the floors damaged in such casualty is the 20th floor of the Building, then Tenant shall have, as to that floor only, an additional thirty (30) days after Landlord turns over such space to Tenant in accordance with the above, prior to Rent commencement for such floor. All of the Rent commencement dates set forth above shall be extended by Landlord Delay and Tenant Force Majeure Items. Tenant shall have the right to work on the damaged areas of the Premises at the same time Landlord is working on the damaged areas of the Building and each shall cause its respective contractor to cooperate with one another in such efforts. (b) If the Building, Land or part because of Premises are substantially damaged by fire or other insured casualty casualty, Landlord may terminate this Lease by notice to Tenant within forty-five (“Casualty”), or if 45) days after the date of the damage and this Lease shall terminate upon the thirtieth (30th) day after such notice by which date Tenant shall vacate and surrender the Premises or any portion of to Landlord; provided, however, Landlord may terminate this Lease in such circumstances only if Landlord terminates all other leases in the Building that materially adversely affects Tenant’s access which Landlord has the right to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless terminate. If this Lease is terminated by Landlord in accordance with Section 14.2 belowthis clause 14(b), Tenant shall not be responsible for any Rent allocable to the period commencing after the date of the damage, and Landlord shall restore refund to Tenant any Rent paid by Tenant allocable to such period along with the notice of termination. The Building, Land or Premises (whether or not the Premises are damaged) shall be deemed substantially damaged if (1) Landlord is required to expend for repairs more than forty-five percent (45%) of the replacement value of the Building and immediately prior to the portions damage, or (2) repair by Landlord in the manner set forth in clause 14(a) above, is not possible in accordance with Landlord’s reasonable estimate, within one hundred eighty (180) days following the date of the damage. (c) If the Building, Land or Premises constituting Landlord-Insured Improvements are damaged by fire or other casualty and this Lease has not been terminated and Landlord does not substantially complete the repair or restoration of the Building, Land or Premises to substantially the same condition extent required under clause 14(a) above within (x) one hundred eighty (180) days after the date of the casualty, or (y) such longer period as existed immediately following Tenant accepts, Tenant may terminate this Lease by notice to Landlord given at any time after the end of the one hundred eighty (180) day or longer period, as applicable. If the completion of Landlordrepairs is delayed by Tenant or Tenant’s WorkRepresentatives, the foregoing one hundred eighty (180) day or longer period, as applicable, shall be extended to the extent of such delay. Termination shall be effective thirty (30) days after such notice is given unless Landlord shall substantially complete the repair or restoration within the thirty (30) day period, in which case Tenant’s notice of termination shall be deemed withdrawn. If this Lease is terminated by Tenant in accordance with this clause 14(c), the Rent shall be equitably ▇▇▇▇▇ from the date of damage until the date of termination. This Section 14 is intended to provide the only remedies available to Tenant for damage caused by casualty and, therefore, to the extent permitted by law, Tenant waives the provision of any Laws which would provide alternative or additional remedies in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsdamage.

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access (1) Tenant shall give immediate notice to or use of the Premises are damaged Landlord in whole or part because case of fire or other insured casualty damage in the Demised Premises. If the Demised Premises shall be partially damaged by fire or other cause without the fault or neglect of Tenant, Tenant’s servants, employees, agents, invitees, or licensees, the damage shall be repaired by and at the expense of Landlord and the fixed minimum rent until such repairs shall be made shall be apportioned according to the part of the Demised Premises which is unusable by Tenant. If such partial damage is due to the fault or neglect of Tenant, Tenant’s servants, employees, agents, invitees, or licensees, without prejudice to any other rights and remedies of Landlord and, except as provided in Section 7.4. without prejudice to the rights of subrogation of Landlord’s insurer, the damage shall be repaired by Landlord, but there shall be no apportionment or abatement of rent. Any such repairs required to be made by Landlord shall be commenced promptly and diligently completed. If such repairs are not substantially completed within ninety (“Casualty”)90) days after the Landlord’s receipt of such notice, Tenant shall have the right to either (i) terminate this Lease upon thirty (30) days advance written notice to Landlord; or (ii) complete such repairs on behalf of Landlord and deduct the costs of the same from the next installment(s) of rent due hereunder, unless completion of such repairs is practically impossible within such period of time, in which event said ninety (90) day period shall be extended to a reasonable completion date, provided Landlord has commenced and is diligently pursuing repairs to completion, and rent shall continue to ▇▇▇▇▇. If the Demised Premises as a whole are totally damaged or are rendered wholly untenantable by fire or other cause, or if the Premises Building shall be substantially damaged and unsuitable for Tenant’s purposes so that Landlord shall decide to demolish the Demised Premises, Landlord may, within thirty (30) days after such fire or any portion other cause, give Tenant notice of such decision, and thereupon the Demised Term of the Building that materially adversely affects Demised Premises shall expire by lapse of time ten (10 ) days after such notice is given, and Tenant shall vacate the Demised Premises and surrender the same to Landlord. Tenant’s access to or use liability for rent and other charges under the Lease for the Demised Premises shall cease as of the day following the casualty. Notwithstanding the foregoing or anything to the contrary contained in this Lease, in the event that Landlord elects to demolish the Demised Premises are subject to a taking in connection with the exercise as provided for herein, then Tenant after receipt of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any Landlord’s notice of the foregoing, a same (the “TakingDemolition Notice”), then unless this Lease is terminated may elect to exercise its Option to Purchase as to either or both of the Demised Premises and the Future Development Rights Site C and Site J as set forth in accordance with Section 14.2 belowArticle 1.4 by giving Landlord written notice of the same within twenty (20) days after receipt of Landlord’s Demolition Notice. Thereafter, Landlord shall restore the Building and the portions of the Premises constituting Landlord-Insured Improvements be obligated to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awardssell such property and/or development rights, as the case may be, to Tenant and instances of Force Majeure, Landlord shall commence such restoration promptly receipt assign to Tenant all of all required permits therefor. Upon substantial completion Landlord’s right, title and interest in and to insurance monies and proceeds recovered or to be recovered as a result of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty fire or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementscasualty.

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access 13.1.1 Subject to or use of the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”)terms and conditions hereof, or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to are totally or use of partially damaged or destroyed from any cause, thereby rendering the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, totally or purchase under threat partially inaccessible or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 belowuntenantable, Landlord shall diligently (taking into account the time necessary to effectuate a satisfactory settlement with any insurance company involved) restore and repair (i) the Building and the portions of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Workit was in prior to such damage or destruction, or in and (ii) the event of a partial Taking which affects the Building and the Original Premises, restore Fifth Floor Must-Take Space, Fixed Date Expansion Option Space, Unilateral Expansion Space, Identified ROFR Space and Tenanted Space leased by Tenant pursuant to the remainder terms of the Building and the Premises not so Taken this Lease, to substantially the same condition that each such portion of the Premises was in on the date that Landlord delivered possession thereof to Tenant. 13.1.2 Within ninety (90) days after the occurrence of such damage or destruction (the “Determination Period”), Landlord will provide Tenant, in writing (the “Restoration Notice”), with a good faith written estimate (based on the restoration period estimated by a third party architect, general contractor or similar professional) of the date by which the repairs and restoration will be completed, including the time needed for removal of debris, preparation of plans, bidding of contracts, and issuance of all required governmental permits. 13.1.3 If, as is reasonably feasibleset forth in the Restoration Notice, the repairs and restoration to be performed by Landlord pursuant to Section 13.1.1 above cannot be completed within two (2) years following the occurrence of such damage or destruction, including the time needed for removal of debris, preparation of plans, bidding of contracts, and issuance of all required governmental permits, Landlord and Tenant shall each have the right to terminate this Lease by giving written notice to the other party at any time within thirty (30) days following expiration of the Determination Period, which termination shall be effective as of the date such party delivers notice of its election to terminate the Lease, and all liabilities and obligations. In Base Rent and all Additional Rent otherwise to come due hereunder shall be abated from the event that date of the casualty in the same proportion as the untenantable portion of the Premises bears to the whole thereof through the date on which Landlord substantially completes the repairs and restoration to be performed by Landlord pursuant to Section 13.1. 1. If neither party terminates this the Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeureterms hereof, Landlord shall commence such restoration shall, promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means after adjusting the insurance proceeds or Taking award actually paid claim and obtaining governmental approvals for reconstruction, commence and diligently prosecute to Landlord (and not paid over to completion the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect restoration pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements13.1.1 above within the aforementioned two (2) year period.

Damage. If the Premises or any portion of the Premises shall be destroyed or damaged ------ by fire or any other casualty, Tenant shall immediately give notice thereof to Landlord. Within thirty (30) days of the date of Tenant's notice, Landlord shall provide Tenant with a reasonable written estimate, calculated in good faith, of the number of days that it will take to restore the Building and/or Premises (the "Restoration Estimate"). If the Restoration Estimate is greater -------------------- than 180 days, both Landlord and Tenant shall have the right to terminate this Lease by giving 30 days written notice to the other. If the Restoration Estimate is less than 180 days, Landlord shall promptly commence and diligently pursue through completion the restoration of the Building and/or Premises and this Lease shall continue in full force and effect. If, however, the cost of the restoration exceeds the insurance proceeds Landlord reasonably expects to receive due to the casualty (provided, however, that materially adversely affects the -------- ------- insurance required to be carried by Landlord by this Lease was in effect on the date of the casualty) or Landlord's lender demands that such insurance proceeds be paid to it, Landlord may terminate the Lease, subject to Tenant’s access 's right to or propose keeping the Lease in effect by Tenant's paying for the restoration. If Tenant elects to do so, Tenant shall notify Landlord within ten (10) business days of receiving Landlord's notice of termination of the Lease, and the parties shall engage in good faith negotiations to determine the terms of Tenant's election to pay for the restoration; provided, however, that if the parties do -------- ------- not reach agreement to keep this Lease in effect within ten (10) business days after Tenant delivers such written notice to Landlord, then this Lease shall terminate as of the date set forth in Landlord's notice of termination. Following a casualty, Tenant's obligation to pay Rent shall be abated in proportion to the interference caused to its use and occupation of the Premises are damaged in whole provided that Tenant no longer occupies or part because uses such affected Premises for the active conduct of fire or other insured casualty (“Casualty”)its business. Notwithstanding the terms of the foregoing paragraph, or if the Premises or any portion casualty occurs in the last year of the Building that Term (unless Tenant shall have renewed this Lease as provided herein) and materially adversely affects Tenant’s access to 's use or use occupation of the Premises are subject to a taking in connection with the exercise of any power of eminent domain(i.e., condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 below, Landlord shall restore the Building and the portions more than 25% of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Workhas been damaged, or the cost to repair is reasonably estimated by Landlord to exceed $250,000), either Landlord or Tenant may elect to terminate this Lease by giving the other party 30 days prior written notice. Notwithstanding the provisions of the immediately preceding paragraph to the contrary, if Landlord elects to terminate this Lease as a result of such casualty occurring in the event of a partial Taking which affects the Building and the Premises, restore the remainder last year of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates Term (unless Tenant shall have renewed this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlordprovided herein), Tenant shall use diligent efforts not have the right to complete restoration of keep this Lease in effect by paying for the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsrestoration.

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged in whole or part because of fire or other insured casualty or otherwise become not habitable (“Casualty”), or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 15.2 below, Landlord shall restore the Building and the portions of and/or the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of LandlordTenant’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In If, in Landlord’s reasonable judgment, any element of the event that neither party terminates this Lease pursuant to Section 14.2 belowTenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, thensuch restoration shall also be made by Landlord, subject but at Tenant’s sole cost and expense. Subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights LeaseMortgagees, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Landlord’s Force Majeure, Landlord shall commence substantially complete such restoration promptly within one (1) year after Landlord’s receipt of all required permits therefortherefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord possible. Tenant agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other Landlord in such manner as a party Landlord may reasonably request to assist such party Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgageea Mortgagee) less all costs and expenses, including reasonable adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.115.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements. If part of the Premises shall be subject to a Taking, and this Lease is not terminated as provided in this Section 15, the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances and to reflect Tenant’s diminished ability to use the Premises.

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 below, Landlord shall restore the Building and the portions of and/or the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In If, in Landlord’s reasonable judgment, any element of the event that neither party terminates this Lease pursuant to Section 14.2 belowTenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, thensuch restoration shall also be made by Landlord, subject but at Tenant’s sole cost and expense. Subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Leaseleases, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence substantially complete such restoration promptly receipt within fifteen (15) months after the Casualty or Taking with respect to substantial reconstruction of all required permits thereforat least fifty percent (50%) of the Building, or, within two hundred seventy (270) days after the Casualty or Taking in the case of restoration of less than fifty percent (50%) of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord possible. Tenant agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other Landlord in such manner as a party Landlord may reasonably request to assist such party Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. If the Premises or any and/or the portion of the Building necessary for Tenant's occupancy are damaged by fire, earthquake, act of God, the elements, or other casualty, and if (i) such casualty does not occur during the last Lease Year of the initial Term or, if such casualty occurs during the last Lease Year of the initial Term, Tenant has timely exercised the Renewal Option (as defined in Section 41(a)) pursuant to Section 41(a) and waives in writing any right it may have to rescind such exercise under Section 41(c), (ii) such casualty does not occur during the last Lease Year of the Extended Term (as defined in Section 41(a)), if any, and (iii) such casualty, in Landlord's opinion, can be repaired within one hundred eighty (180) days following the issuance of all building permits required by the relevant governmental authorities (the "Rebuilding Period"), then Landlord shall forthwith repair the same, subject to the provisions of this Section hereinafter set forth, and this Lease shall remain in full force and effect except that materially adversely affects Tenant’s access to or use a proportional abatement of rental (based upon square footage) shall be allowed Tenant for such part of the Premises are damaged as shall be rendered unusable by Tenant in whole or the conduct of its business during the time such part because is so unusable. Landlord's determination that such repair may be made within the Rebuilding Period shall not obligate Landlord to complete the same within such period. For purposes of fire or other insured casualty (“Casualty”)this Section 10, or if "repairs" shall include all repair and restorative work Landlord in Landlord's good faith discretion deems advisable, including, without limitation, all work and improvements Landlord deems advisable to improve the Premises or any portion condition and quality of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domainBuilding, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 below, Landlord shall restore the Building and the portions of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, or whether in the event form of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases government mandated building code upgrades or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsotherwise.

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 15.2 below, Landlord shall restore the base Building and the portions of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion upon issuance of Landlord’s Workthe certificate of occupancy therefor, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In Subject to delays due to any act or omission by any of the event that neither party terminates this Lease pursuant to Section 14.2 belowTenant Parties which causes an actual delay in the performance of Landlord’s obligations (a “Tenant Delay”), then, and subject further to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant DelaysMortgagees, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence use diligent efforts to substantially complete such restoration promptly within one (1) year after ▇▇▇▇▇▇▇▇’s receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises all Tenant-Insured Improvements to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord possible. ▇▇▇▇▇▇ agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other Landlord in such manner as a party Landlord may reasonably request to assist such party Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgageea Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the fiscal year in which a Casualty occurs, there shall be included in Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 14.115.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged in whole or part because of by fire or other insured casualty (“Casualty”)cause covered by Landlord’s policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, or if all damage to the Premises or any portion structural portions of the Building that materially adversely affects Tenantbuilding required to be maintained by Landlord pursuant to this Lease and Landlord’s access Work as set forth on Exhibit C shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall a▇▇▇▇ pro-rata according to or use the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of “labor troubles” or any other cause beyond Landlord’s control. If, however, the Premises are subject rendered wholly untenantable by fire or other cause, or Landlord shall decide not to a taking rebuild the same, Landlord may, at its option, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such damage, notice in connection with writing of its intention to cancel this Lease, whereupon the exercise Term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in none of the certain contingencies in this Article mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any power period during which the occupation of eminent domain, condemnation, or purchase under threat or in lieu thereof (any said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, a “Taking”)Landlord shall not be responsible for consequential damages, then unless lost profits or any damage to Tenant’s personal property. If Landlord does not elect to terminate this Lease is terminated in accordance with Section 14.2 belowas provided above, Landlord shall restore the Building and proceed in a commercially reasonable manner to repair the portions of the Premises constituting Landlord-Insured Improvements which Landlord is required to substantially restore in accordance with this Article and, upon the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlordrepairs, Tenant shall use diligent and commercially reasonable efforts to complete restoration repair the portions of the Premises which are the responsibility of Tenant to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer insure under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured ImprovementsLease.

Damage. If the Premises or any portion of the Premises shall be destroyed or damaged ------ by fire or any other casualty, Tenant shall immediately give notice thereof to Landlord. Within thirty (30) days of the date of Tenant's notice, Landlord shall provide Tenant with a reasonable written estimate, calculated in good faith, of the number of days that it will take to restore the Building and/or Premises (the "Restoration Estimate"). If the Restoration Estimate is greater -------------------- than 180 days, both Landlord and Tenant shall have the right to terminate this Lease by giving 30 days written notice to the other. If the Restoration Estimate is less than 180 days, Landlord shall promptly commence and diligently pursue through completion the restoration of the Building and/or Premises and this Lease shall continue in full force and effect. If, however, the cost of the restoration exceeds the insurance proceeds Landlord reasonably expects to receive due to the casualty (provided, however, that materially adversely affects the insurance required to -------- ------- be carried by Landlord by this Lease was in effect on the date of the casualty) or Landlord's lender demands that such insurance proceeds be paid to it, Landlord may terminate the Lease, subject to Tenant’s access 's right to or propose keeping the Lease in effect by Tenant's paying for the restoration. If Tenant elects to do so, Tenant shall notify Landlord within ten (10) business days of receiving Landlord's notice of termination of the Lease, and the parties shall engage in good faith negotiations to determine the terms of Tenant's election to pay for the restoration; provided, however, that if the parties do not reach agreement -------- ------- to keep this Lease in effect within ten (10) business days after Tenant delivers such written notice to Landlord, then this Lease shall terminate as of the date set forth in Landlord's notice of termination. Following a casualty, Tenant's obligation to pay Rent shall be abated in proportion to the interference caused to its use and occupation of the Premises are damaged in whole provided that Tenant no longer occupies or part because uses such affected Premises for the active conduct of fire or other insured casualty (“Casualty”)its business. Notwithstanding the terms of the foregoing paragraph, or if the Premises or any portion casualty occurs in the last year of the Building that Term (unless Tenant shall have renewed this Lease as provided herein) and materially adversely affects Tenant’s access to 's use or use occupation of the Premises are subject to a taking in connection with the exercise of any power of eminent domain(i.e., condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 below, Landlord shall restore the Building and the portions more than 25% of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Workhas been damaged, or the cost to repair is reasonably estimated by Landlord to exceed $250,000), either Landlord or Tenant may elect to terminate this Lease by giving the other party 30 days prior written notice. Notwithstanding the provisions of the immediately preceding paragraph to the contrary, if Landlord elects to terminate this Lease as a result of such casualty occurring in the event of a partial Taking which affects the Building and the Premises, restore the remainder last year of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates Term (unless Tenant shall have renewed this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlordprovided herein), Tenant shall use diligent efforts not have the right to complete restoration of keep this Lease in effect by paying for the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsrestoration.

Damage. If the Premises shall be damaged by fire or other natural casualty, without the fault or neglect of Tenant, its servants, employees, agents, contractors, invitees, or licensees, or other persons for whom Tenant is legally responsible, the damage shall be repaired within a reasonable time by and at the expense of Landlord, and the Annual Base Rent and Additional Rent shall abate pro rata until such repairs shall have been made, according to ▇▇▇ part of the Premises which is thereby rendered unusable by Tenant; provided, however, that (i) Landlord shall have no obligation to repair, replace or restore Tenant's furniture, fixtures, furnishings or other personal property and (ii) Tenant shall, with all reasonable diligence and at Tenant's sole expense, make all other repairs and do all other items of work which are necessary to return the Premises to the condition existing immediately prior to such damage or destruction and promptly to complete the Premises for use and occupancy by the Tenant. Due allowance shall be made in Landlord's repair obligation for reasonable delay which may arise by reason of any adjustment or settlement of insurance claims by Landlord, and for delay on account of "labor troubles" or any other cause beyond Landlord's control. Notwithstanding the foregoing, if (i) the Premises are rendered wholly untenantable by fire or other cause and the Landlord decides not to rebuild the Premises, or (ii) if the Premises are damaged by fire or other casualty and such damage cannot reasonably be repaired within ninety (90) days following such fire or other casualty, or (iii) if the entire Building be so damaged that Landlord shall decide to demolish it or not to rebuild it, and (iv) Landlord notifies the Tenant in writing of the extent of such damage and such decision, in any of such events, the Term shall terminate upon the thirtieth (30th) day after such notice is given as if such date were the Termination Date set forth herein, and Tenant shall vacate the Premises and surrender the same to Landlord on such date. Landlord shall have no liability, and shall not be responsible for consequential damages, lost profits or any damage to Tenant's personal property, arising from any such fire or other damage or Landlord's decision to terminate this Lease. No compensation or claim or reduction of rent will be allowed or paid by Landlord by reason of inconvenience, annoyance, or injury to business arising from the necessity of repairing the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of which they are a part however the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 below, Landlord shall restore the Building and the portions of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case necessity may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsoccur.

Damage. If (a) In the Premises event of damage to or destruction of the Premises, the Building, or Tenant's other alterations or improvements, or any portion of thereof, during the Building Term by fire, explosion or other casualty ("Damage"), this Lease will not terminate unless Landlord determines that materially adversely affects Tenant’s access it will take Landlord more than ninety (90) days to or use of repair and restore the Premises to the same condition they are damaged in whole or part because of fire or other insured casualty on the date hereof, in which event Landlord may terminate this Lease by notice to Tenant. (“Casualty”), or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless b) Unless this Lease is terminated pursuant to PARAGRAPH 12(a), and except as expressly provided to the contrary in accordance with Section 14.2 belowthis Lease, Landlord shall restore the Building and the portions of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and any Damage to the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates : (i) this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then shall remain in existence full force and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if effect and to the extent received possible, Tenant shall remain in possession of the Premises, and (ii) whether or not any insurance proceeds are available or adequate for such purposes and regardless of the dollar amount of such damage or loss, at Tenant's own sole cost and expense, Tenant shall repair, refixture, restock and otherwise restore the Premises to the same condition they were in before such fire or other casualty. Due allowance, however, shall be given for a reasonable time required for adjustment and settlement of insurance claims and for such other delays as may result from government restrictions and controls on construction, if any, and for strikes, national emergencies, and other conditions beyond the control of the parties. (c) Any restoration required to be performed by Tenant under this PARAGRAPH 12 shall be commenced by Tenant promptly after such damage or destruction, and shall be diligently and continuously pursued to completion and shall be completed by Tenant in a good and workmanlike manner and in accordance with all Legal Requirements. (d) Tenant shall have no right to terminate this Lease or to have the rent and other charges due hereunder abated despite the occurrence of Damage to the Premises, the Building or Tenant's other Alterations or improvements, even if such Damage prevents the conduct of Tenant's business on the Premises. No compensation, claim, or diminution of Rent will be allowed or paid by Landlord by reason of inconvenience, annoyance, or injury to business arising from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in any such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects Damage or the necessity of repairing the Premises or the Building. In no event shall Landlord be required to expend more than , however the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord necessity may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsoccur.

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 15.2 below, Landlord shall restore the Building and the portions of and/or the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In If, in Landlord’s reasonable judgment, any element of the event that neither party terminates this Lease pursuant to Section 14.2 belowTenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, thensuch restoration shall also be made by Landlord, subject but at Tenant’s sole cost and expense. Subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights LeaseMortgagees, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Landlord’s Force Majeure, Landlord shall commence substantially complete such restoration promptly receipt within the time period originally estimated by Landlord prior to commencement of all required permits thereforthe restoration. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord possible. ▇▇▇▇▇▇ agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other Landlord in such manner as a party Landlord may reasonably request to assist such party Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgageea Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be included in Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 14.115.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. If 22.1 In the event the Premises or the Building, or any portion of the Building that materially adversely affects thereof, shall be damaged by fire or other casualty, which damage substantially interferes with Tenant’s access to or use of the Premises are damaged Premises, this Lease shall terminate one hundred eighty (180) days after the date of such damage, unless ▇▇▇▇▇▇ receives written notice from Landlord within thirty (30) days after the occurrence of such damage that Landlord will repair said damage within such period of time, in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking which case this Lease shall continue in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless full force and effect. If this Lease is terminated in accordance with Section 14.2 belowpursuant to this Section, Landlord Rent shall restore be prorated as of the date of the casualty event and the Security Deposit shall be returned to Tenant, less any offsets permitted hereunder, and all rights and obligations under this Lease shall cease and terminate, except as to those that are stated herein to survive expiration of the Lease Term or termination of this Lease. 22.1 [Intentionally omitted]. 22.3 In the event of any damage to the Building and the portions of or the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion extent that repairs will not be completed within one hundred eighty (180) days after the date of Landlord’s Worksuch damage, or in the event the Project shall be damaged to the extent of a partial Taking which affects the Building and the Premises, restore the remainder twenty-five percent (25%) or more of the Building replacement aggregate cost thereof, either Landlord or Tenant may elect to terminate this Lease upon written notice to the other party of such election within ninety (90) days after the occurrence of the event causing the damage. Rent and all other costs shall be equitably abated for the period during which the Premises not so Taken to substantially are untenantable. To the same condition as is reasonably feasible. In extent and during the event time that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration only a portion of the Premises are tenantable and to substantially the same condition as existed immediately prior extent that Tenant is able to conduct its business therefrom in a reasonable, prudent, and businesslike manner without interference, Tenant will receive a fair diminution of Rent based on an estimated percentage of unusable space in the Premises. 22.4 Landlord’s repairs pursuant to the provisions of this Article, if any, shall be limited to such Casualty repairs as are necessary to place the Project, Building or TakingPremises in the condition existing on the Commencement Date, as and when placed in such condition the case may beProject, as soon as reasonably possible Building and Premises shall be deemed restored and rendered tenantable and Tenant, at its sole expense, shall immediately perform, in accordance with the terms provisions of Article IX14 hereof, andentitled “Alterations; Mechanic’s Liens,” any additional work required and repair or replace its stock in trade, Landlord agrees that Landlord fixtures, furniture, furnishings and equipment. 22.5 All insurance proceeds payable under any fire and/or rental interruption insurance shall release be paid solely to Landlord, and Tenant shall have no interest therein. Insurance proceeds for Tenant’s restoration separate insured interest, such as renter’s insurance or business interruption insurance, shall be payable to Tenant. Tenant shall in no case be entitled to compensation for damages on account of the Premises any insurance proceeds if and annoyance or inconvenience in making repairs under any provision of this Lease. 22.6 Except to the extent received provided in this Article, neither the Rent payable by Landlord from Tenant nor any of Tenant’s insurer obligations under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event provision of this Lease shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for affected by any damage to or destruction of the Premises and/or the Project, Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage toPremises, or make any repairs to or replacements ofportion thereof, by any Tenant-Insured Improvementscause whatsoever.

Damage. If 12.01 INSURED LOSS shall herein mean damage or destruction which was caused by an event required to be covered by the insurance described in Section 11. 12.02 In the event the Building is damaged or destroyed to the extent of less than fifty percent (50%) of the replacement value thereof, Landlord, at its sole cost and expense, unless it elects to terminate this Lease pursuant to this Section 12, will proceed with reasonable speed to repair the Premises or any portion of the Building that materially adversely affects Tenant’s access Building, as the case may be (i) to or use a condition substantially equal to the condition of the Premises are damaged or the Building existing immediately prior to such damage or destruction, (ii) pursuant to all applicable requirements of law and duly constituted governmental authority, and (iii) in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises or any portion case of the Building that materially adversely affects Premises, in accordance with specifications, working plans and drawings prepared by Landlord, at its sole cost and expense, and approved in advance by Tenant’s access , which appeal shall not be unreasonably withheld or delayed. The building insurance proceeds under the policies maintained by Tenant shall be applied toward the cost of all repairs and restoration Landlord is required to or use make under this Section 12.02 and such repairs and restoration proceeds shall be available to the Landlord to facilitate such repairs and restoration of the Premises are subject to a taking in connection with Tenant shall reimburse Landlord for any amounts not covered by the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 below, Landlord shall restore the Building and the portions of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasibleinsurance proceeds. In the event the Building is damaged or destroyed to the extent of more than fifty percent (50%) of the replacement value thereof, Landlord will have the right to elect to demolish, rebuild or reconstruct the Building if it is damaged by fire or other casualty and, if Landlord so elects, whether or not the Premises have been damaged, this Lease may be terminated by Landlord upon written notice to the Tenant and the rent will be adjusted to the date of the fire or other casualty. In the event of the Building is damaged or destroyed to the extent of more than fifty percent (50%) of the replacement value thereof, Tenant shall have the right to terminate the Lease, by written notice, and the rent will be adjusted to the date of the fire or other casualty. If such damage makes the Premises untenantable and was not caused by any act, neglect or default of Tenant, its servants, agents, employees, visitors or licensees, there will be an equitable abatement of rent for the period during which and to the extent that neither the Premises are untenantable and until Landlord fully repairs and restores the Premises and the Building to a condition substantially equal to the condition thereof which existed immediately prior to that fire or other casualty (or to the condition otherwise approved by Tenant). If repair of the Premises is delayed by Tenant's failure to adjust its own insurance claim, there will be no abatement of rent for the period of such delay. Notwithstanding anything to the contrary contained herein, in the event Landlord has not completed the repairs and restoration of the Premises and/or the Building within eight (8) months after the date such damage and such delay is not the result of Tenant's failure to provide the necessary insurance proceeds to repair such damage or destruction, then Tenant, at its option, may cancel and terminate this Lease upon ten (10) days written notice to Landlord. Further, if the Building shall be damaged or destroyed to the extent of more than thirty-five percent (35%) of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, as the same may have been extended, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving written notice to the other party terminates within thirty (30) days following such damage or destruction, unless Tenant, within thirty (30) days following the receipt of such notice from Landlord shall exercise an option to extend the Term of this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor2 hereof. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect If this Lease is terminated pursuant to this Section 14.112, under no circumstances Landlord and Tenant shall Landlord each be required to repair any released from its respective liability and obligations hereunder accruing from and after the date of such damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsdestruction.

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 15.2 below, Landlord shall restore the Building and the portions of and/or the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Workon the Commencement Date, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In If, in Landlord’s reasonable judgment, any element of the event that neither party terminates this Lease pursuant to Section 14.2 belowTenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, thensuch restoration shall also be made by Landlord, subject but at Tenant’s sole cost and expense. Subject to rights of the holders of Mortgagees, any mortgagesact or omission by Tenant and/or Tenant’s agents, servants, employees, contractors, subcontractors, licensees and/or subtenants (collectively with Tenant, the lessors under any ground leases or “Tenant Parties”) which causes an actual delay in the Air Rights Lease, Tenant Delaysperformance of Landlord’s restoration, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Landlord’s Force Majeure, Landlord shall commence use commercially reasonable efforts to apply for any required permits within ninety (90) days of such Casualty or partial Taking and substantially complete such restoration promptly within one (1) year after Landlord’s receipt of all such required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord possible. ▇▇▇▇▇▇ agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other Landlord in such manner as a party Landlord may reasonably request to assist such party Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives (or amount of insurance proceeds Landlord would have received if Landlord had maintained the insurance required by this Lease) for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. If the Demised Premises shall be destroyed or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged damaged, in whole or part because of in part, by fire or other insured casualty (a “CasualtyDamage Event”), or if the Premises or any portion Tenant shall promptly notify Landlord when Tenant has knowledge of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”)same, then unless this Lease is terminated in accordance with Section 14.2 belowLandlord shall, Landlord shall at its sole cost and expense, diligently repair and restore the Building and the portions of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other damage in such manner as a party may reasonably request to assist such party not, to the extent practicable, interfere with Tenant’s conduct of its business in collecting insurance proceeds due the Demised Premises; provided that, in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than repair or restore the greater Tenant Property, which shall be repaired and restored by Tenant. At the request of ▇▇▇▇▇▇, Landlord shall, from time to time, promptly inform ▇▇▇▇▇▇ of the progress of ▇▇▇▇▇▇▇▇’s restoration work and of the estimated date of completion of the same and otherwise consult with Tenant. Notwithstanding the generality of the foregoing, at Tenant’s election, provided that Landlord assigns to Tenant all insurance proceeds payable to Landlord under the property insurance policy, Tenant may elect to restore the portion of the Demised Premises so damaged or destroyed to the same condition, as nearly as possible, as existed prior to such Damage Event in good faith, and with promptness and diligence. In such event, Landlord shall cooperate with Tenant in all ways necessary to expedite the restoration. From the time of any damage or destruction to the Building until the earlier to occur of (i) the date when Landlord redelivers possession of the Demised Premises (or the applicable portion thereof) to Tenant in the condition required above or (ii) or the date when Tenant resumes operations of its business in such portion of the Demised Premises, Rent shall be reduced in the proportion to the Rentable Area of the portion of the Demised Premises that is not usable or reasonably accessible by Tenant for the conduct of its business. Notwithstanding the generality of the foregoing, if (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and the Demised Premises are totally damaged or are rendered wholly untenantable, (b) if a reputable licensed engineer estimates that the Net period of time to restore the Demised Premises exceeds three hundred sixty (hereinafter defined360) days from the date of such fire or other casualty or (c) there are less than twelve (12) months remaining in the Term and Tenant elects not to exercise its option to extend the Tenn, or no such option is remaining, then in either of such events, Tenant may, not later than ninety (90) days following the date of the damage, give Landlord a written notice terminating this Lease. If this Lease is so terminated, (a) the Tenn shall expire upon the date set forth in such notice, which shall not be less than thirty (30) days after such notice is given, and Tenant shall vacate the Demised Premises and surrender the same to Landlord no later than the date set forth in the notice, (b) Tenant’s liability for rent hereunder shall cease as of the date of the damage, (c) any prepaid Rent for any period after the date of the damage shall be refunded by Landlord to Tenant, and (d) Landlord shall be entitled to collect all insurance proceeds of policies held by Landlord receives or Tenant providing coverage for damage alterations and other improvements to the Premises and/or the Building or the Net Taking award attributable Demised Premises. Landlord shall retain such proceeds from Tenant’s insurance only to the Premises and/or extent that Landlord performed or paid for such alterations and improvements, whether by contribution, offset or otherwise, and the Building. “Net” means the insurance proceeds or Taking award actually balance of such proceeds, if any, shall be paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 15.2 below, Landlord shall restore the Building and the portions of and/or the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject Subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights LeaseMortgagees, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, and subject to the termination rights of the parties set forth in this Section 15, Landlord shall commence exercise commercially reasonable efforts to substantially complete such restoration as promptly receipt of all required permits thereforas practicable. Upon substantial completion of such restoration by Landlord, Tenant shall (a) use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance possible, or (b) with Landlord’s approval with respect to any Casualty or Taking occurring during the terms last thirty (30) months of Article IXthe Term, and, assign to Landlord agrees that Landlord shall release to Tenant for all of Tenant’s restoration of the Premises right, title and interest in and to any and all insurance proceeds if and relating to such Casualty of Taking, as the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurancecase may be. Landlord and Tenant agree agrees to cooperate with each other Landlord in such manner as a party Landlord may reasonably request to assist such party Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgageea Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Tenant shall pay to Landlord Tenant’s Share of any deductible under any property insurance policy maintained by Landlord. Except as Landlord may elect pursuant to this Section 14.115.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements. Landlord and Tenant shall work cooperatively in good faith to mutually determine how the restoration responsibilities of Landlord and Tenant under this Section 15.1 might be performed so as to restore the Premises as quickly as possible.

Damage. If Subject to the Premises or any portion provisions of Sections 10.03 and 12.01 below, if the Building that materially adversely affects Tenant’s access to or use of the Leased Premises are damaged in whole or part because of rendered unusable by fire or other insured casualty (“Casualty”)casualty, or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 belowby Lessor or Lessee as herein provided, Landlord any damage shall restore be repaired by and at the Building expense of Lessor, and the portions Rent (including Base Rent and Additional Rent) shall be equitably abated from the day of the casualty as to that portion of the Leased Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, or which is unusable in the event reasonable determination of a partial Taking Lessor and Lessee. Except to the extent this Lease is terminated by Lessor or Lessee as provided under this Article 10, Lessee's full liability for Rent shall resume on the date on which affects the Building and the Premises, restore the remainder Lessee is able to resume in all material respects its use of the Building damaged portion of the Leased Premises. Notwithstanding the foregoing, should such partial damage materially interfere with Lessee's ability to operate its business and reasonably be estimated to require more than one hundred eighty (180) days to complete, Lessee may by notice to Lessor within thirty (30) days from the Premises date of the casualty, terminate this Lease. Lessor shall commence any repairs required by this Section 10.02 within thirty (30) days of any said fire or other casualty. Lessor shall complete any repairs required by this Section 10.02 within one hundred eighty (180) days of the date repairs are required to commence. If all repairs required by this Section 10.02 are not so Taken to substantially the same condition as is reasonably feasiblecompleted such that Lessee can substantially resume its operations within said one hundred eighty (180) day period. In the event that neither party terminates Lessee may terminate this Lease pursuant by notice to Lessor. If all repairs required by this Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon 10.02 are not fully completed within said one hundred eighty (180) days but substantial completion of such restoration by Landlordthe repairs has been achieved and Lessee can resume its operations in all material respects, Tenant Lessor shall use diligent efforts to complete restoration so notify Lessee of the Premises repairs completed and said one hundred eighty (180) day period shall be extended for up to, but not exceeding, an additional ninety (90) days to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration facilitate completion of the Premises any insurance proceeds if and to the extent received restoration. If all repairs required by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.110.02 are not fully completed within said ninety (90) day extension, under no circumstances shall Landlord be required Lessee may terminate this Lease by notice to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured ImprovementsLessor.

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged become untenantable in whole or part because of fire or other insured casualty covered by insurance required under the Lease (“"Casualty”"), or if as the result of a taking of, or damage to, the Premises (or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking building thereon) in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “"Taking”"), then unless this Landlord or Landlord's engineer shall provide written notice to Tenant of its reasonable estimate of the time reasonably required to substantially complete the necessary repairs or restoration ("Landlord's Repair Notice"). Unless the Lease is terminated in accordance with Section 14.2 below14.2, Landlord Landlord, with reasonable dispatch (but subject to delays for adjustment of insurance proceeds or taking awards, as the case may be, and causes beyond Landlord's reasonable control, shall restore repair the Building and damage in the portions event of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, a Casualty (or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant ) within one (1) year with respect to Section 14.2 below, then, subject to rights substantial reconstruction of at least 50% of the holders of any mortgagesPremises, the lessors under any ground leases or the Air Rights Leaseor, Tenant Delays, Legal Requirements then within 120 days in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration less than 50% of the Premises to from the date of said Casualty or Taking so that the Premises are in substantially the same condition as existed immediately prior following completion of Tenant's Work as set forth in Section 3.5, all subject to such Casualty or Takingrights of Mortgagees, as the case may bezoning laws, as soon as reasonably possible and building codes then in accordance with the terms of Article IXexistence, and, Landlord agrees that and provided Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord not be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) net insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net net Taking award attributable to the Premises. Notwithstanding the cause for any delay, Landlord shall complete restoration within the same time periods set forth above of the Casualty or Taking. If the Premises and/or are untenantable in whole or in part as a result of Casualty or Taking, the Buildingrent payable hereunder during the period in which they are untenantable shall be reduced or abated to such extent as may be fair and reasonable under all of the circumstances. “"Net” " means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgageea Mortgagee) or Taking award less all costs and expenses, including adjusters and attorney’s 's fees, of obtaining the same. Except Tenant also shall be required to pay to Landlord any deductible maintained under the property insurance policy specified in Section 13.1(c) above (but only to the extent not already accounted for in Building Expense Rent). Tenant shall give written notice to Landlord of any damage to the Premises at the time Tenant has notice thereof. Subject to the provisions of Section 13.6 hereof, if the Premises are wholly or partially damaged or destroyed as a result of the willful misconduct of Tenant or any of Tenant's Affiliates, and Landlord may elect elects to undertake to repair or restore all such damage or destruction, such repair and restoration shall be at Tenant's sole cost and expense, and this Lease shall continue in full force and effect without any abatement or reduction in Base Rent or other payments owed by Tenant; provided, however, that Tenant shall be relieved of its obligation pursuant to this Section 14.114.1 to the extent that insurance proceeds are collected by Landlord pursuant to insurance policies carried by Landlord, under in which case Tenant shall be responsible for the payment of the deductible and that portion not covered by insurance. Under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements's personal property.

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged in whole or part because of by fire or other insured casualty (“Casualty”)cause covered by Landlord's policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, or if all damage to the Premises or any portion structural portions of the Building that materially adversely affects Tenant’s access required to or use be maintained by Landlord pursuant to this Lease shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall ▇▇▇▇▇ pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its clients, invitees, licensees, agents, contractors, or employees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of "labor troubles" or any other cause beyond Landlord's control. If, however, the Premises are subject rendered wholly untenantable by fire or other cause, or Landlord shall decide not to a taking rebuild the same, Landlord may, at its option, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such damage, notice in connection with writing of its intention to cancel this Lease, whereupon the exercise term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in neither of the certain contingencies in this Section mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any power period during which the occupation of eminent domain, condemnation, or purchase under threat or in lieu thereof (any said Premises by Tenant may not be possible because of the foregoing, a “Taking”), then unless matters hereinabove stated. If Landlord does not elect to terminate this Lease is terminated in accordance with Section 14.2 belowas provided above, Landlord shall restore the Building and proceed in a commercially reasonable manner to repair the portions of the Premises constituting Landlord-Insured Improvements which Landlord is required to substantially restore in accordance with this Section and, upon the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlordrepairs, Tenant shall use diligent and commercially reasonable efforts to complete restoration repair the portions of the Premises which are the responsibility of Tenant to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible in accordance with the terms of Article IX, and, Landlord agrees that Landlord shall release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer insure under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured ImprovementsLease.