Common use of UNTENANTABILITY Clause in Contracts

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) the Building is so damaged by fire or other casualty that the estimated cost to repair same amounts to fifty percent (50%) or more of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord may terminate this Lease by written notice to Tenant within one hundred twenty (120) days after the date of such fire or other casualty. Rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work.

UNTENANTABILITY. (a) A “Total Loss” If the Leased Premises are made untenantable in whole or in part by fire or other casualty, the Base Monthly Rent, until repairs shall be deemed made or the Lease terminated as hereinafter provided, shall be apportioned on a per diem basis according to the part of the Leased Premises which is usable by the Tenant, if, but only if, such fire or other casualty was not caused by the fault or negligence of the Tenant, its contractors, agents, or employees. If such damage shall be so extensive that the Leased Premises cannot, in Landlord's opinion, be restored to tenantability by the Landlord within a period of sixty (60) days, either party shall have occurred the right to cancel this Lease by notice to the other given at any time within sixty (60) days after the date of such damage; except that if such fire or casualty resulted from the Tenants' fault or negligence, the Tenant shall have no right to cancel. If a portion of the Building other than the Leased Premises shall be so damaged that in the opinion of the Landlord the Building should be restored in such a way as to alter the Leased Premises materially, the Landlord may cancel this Lease by notice to the Tenant given at any time within sixty (i60) days after the date of such damage. If more than twenty-five percent (25%) of the Building is so damaged made untenantable by fire or other casualty that the estimated cost to repair same amounts to fifty percent (50%) or more regardless of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) whether the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Lossare untenantable), Landlord may terminate this Lease by written notice to Tenant within one hundred twenty (120) days after the date of such fire or other casualty. Rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Lossgiving effective notice pursuant to this Section, provided this Lease and the term and the estate hereby granted shall expire on the date fifteen (15) days after the giving of such notice as fully and completely as if such date were the date hereinafter set for the expiration of the term of this Lease. In the event neither Landlord recovers sufficient nor Tenant cancels the Lease, within sixty (60) days and Landlord wishes to effect such restoration, the Landlord shall, promptly after adjustment of any relevant insurance proceedsclaims, commence such restoration at Landlord's expense. In no event shall Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for expend funds in excess of its insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform recovery on such workrestoration.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) the Building is so damaged by fire or other casualty that the estimated cost to repair same amounts to fifty percent (50%) % or more of the total estimated construction cost of the entire Building; Building or (ii) the Building is so damaged by fire or other casualty that LandlordLessor, in its sole discretion, decides to demolish and not to immediately rebuild same; , or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof hereof. Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord Lessor may terminate this Lease by written notice to Tenant Lessee within one hundred twenty (120) days after the date of such fire or other casualty. casualty Monthly Rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. Alternatively, if ▇▇▇L▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord Lessor shall repair and restore the Leased Premises at LandlordLessor’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond LandlordLessor’s control. Monthly Rent shall ▇a▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant Lessee shall permit Landlord Lessor and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord Lessor recovers sufficient insurance proceeds, Landlord . Lessor shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments adjustments, and (ii) delays caused by forces beyond LandlordLessor’s control. Monthly Rent shall ▇a▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant progress Lessee shall permit Landlord perm it Lessor and its contractors to have free access to the Leased Premises to perform such work. (d) Should Lessor fail to repair or otherwise restore the Property or Leased Premises as required or otherwise elected herein, the Lessee’s sole and exclusive remedy shall be to terminate this Lease, with Monthly Rent due only through the date of Untenantability.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) If the Building is so damaged Demised Premises or the building in which they are located are made unfit for occupancy by the elements, fire or other casualty cause, the Landlord may elect to terminate this Lease as of the time when the Demised Premises or building are made unfit for occupancy, by notice to the Tenant within 90 days after that occurrence. In the estimated cost alternative, Landlord may elect to repair same amounts the building or the premises at the Landlord’s expense within 180 days after the Landlord is enabled to fifty percent (50%) or more take possession of the total estimated construction cost damaged premises and undertake reconstruction or repairs, in which event this Lease shall not terminate but rent shall be abated on a per diem basis, pro rata, for the portion of the entire Building; (ii) Demised Premises rendered unfit for occupancy. If the Building is Landlord elects to so damaged repair, restore or rehabilitate the building or the premises and does not substantially complete the work within said 180 day period, excluding from said period loss of time caused by fire or other casualty that the delay beyond the control of the Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months then either party may terminate this Lease as of the Term hereof Any time when the premises or the building were made unfit for occupancy, by notice to the other casualty loss party not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) later than 30 days after expiration of said 180 day period, as so computed. In the event of a Total Losstermination of the Lease pursuant to this paragraph, Landlord may terminate this Lease by written notice to Tenant within one hundred twenty (120) days after the date of such fire or other casualty. Rent rent, including any escalation thereof, shall be apportioned on a per diem basis and shall be paid to the date of termination. Anything herein stated to the contrary notwithstanding, in the event that the building in which the Demised Premises are located shall be damaged in any way whatsoever, and the estimated cost of repairing such fire damage shall exceed one-half of the value of the building at the time of the happening of such damage (as determined) by reason of such damage, the Landlord may decide to demolish said building and rebuild the same and, in such event, either the Landlord or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides the Tenant shall have the right to rebuild and restore the Property following a Total Loss, terminate this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access giving to the Leased Premises to perform other 30 days written notice of such worktermination. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work.

UNTENANTABILITY. A. In the event (a) A “Total Loss” shall be deemed to have occurred if (i) the Building is so damaged by fire or other casualty that the estimated cost to repair same amounts to fifty percent (50%) or more a substantial part of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months casualty, or (b) a substantial part of the Term hereof Any Building (or any area required to provide access or services to the Premises or Building) is damaged by fire or other casualty loss not amounting casualty, Landlord shall, within 60 days after the date of said fire or casualty, give Tenant an estimate of the length of time that will be required to complete the rebuilding and restoration of the Premises or the Building (including an estimated construction schedule) so that affected areas of the Premises or Building are no longer untenantable. For purposes of this Section 17, a Total Loss "substantial part of the Premises" shall be deemed damaged if at least 100,000 square feet of Rentable Area of the Premises is thereby rendered untenantable, and a “Partial Loss”. "substantial part of the Building (bor any area required to provide access or services to the Premises of Building)" shall be deemed damaged if at least 300,000 square feet of Rentable Area in the Building (whether within or outside the Premises) In is rendered untenantable. "Untenantable" shall mean that the event normal conduct of a Total Losstenant's business in its premises in the Building, Landlord may terminate this Lease by written notice to Tenant within one hundred twenty is materially impaired. If such estimated time for rebuilding and restoration exceeds twelve (12012) days after months from the date of such fire or other casualty. Rent shall be apportioned on a per diem basis and paid to , or if the unexpired portion of the Term as of the date of such fire or other casualtycasualty is eighteen months (18) or less, then either Landlord or Tenant (but only if more than 100,000 square feet of Rentable Area of the Premises is rendered untenantable) may terminate this Lease upon written notice to the other given any time within 30 days after Landlord gives Tenant written notice containing the estimate. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total LossIf neither party so elects, this Lease shall not terminate (except as otherwise provided in Section 17F) and Landlord shall shall, at Landlord's expense, use all reasonable efforts to repair and restore the Leased Premises at Landlord’s expense or Building within the estimated time for rebuilding and with due diligencerestoration given by Landlord to Tenant in its notice, subject, however, subject to (i) reasonable delays for due to insurance adjustments and adjustment, or (ii) delays caused by forces matters beyond Landlord’s 's reasonable control. , and Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction reconstruction and repair. Tenant shall permit Landlord and its contractors to have free access to repair until the Leased Premises to perform such workare again tenantable. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work.

UNTENANTABILITY. If the demised premises or the building are made untenantable by fire or other casualty, Landlord shall proceed with all due diligence to repair, restore or rehabilitate the building or the demised premises at Landlord's expense in which event this Lease shall not terminate. If however, ▇▇▇▇▇▇▇▇ does not so contract or commence such reconstruction of the premises, Landlord may elect: A. To terminate this Lease as of the date of the fire or casualty by notice to Tenant within one hundred fifty (a150) A “Total Loss” days after date, or B. Proceed with all due diligence to repair, restore or rehabilitate the building or the demised premises at Landlord's expense, in which latter event this Lease shall not terminate, provided, however, if Landlord fails to repair, restore or rehabilitate the demised premises within 270 days after the aforementioned 150 days, then Tenant shall have the right to terminate this Lease as of the date of such fire or casualty by serving notice on Landlord within ten (10) days after the expiration of the said 270 day period. In the event the Lease is not terminated pursuant to this provision, Base Rent and Rent Adjustments shall ▇▇▇▇▇ on a per diem basis during the period of untenantability. In the event of the termination of this Lease pursuant to this section, Base Rent and Rent Adjustments shall be deemed apportioned on a per diem basis and paid to have occurred if (i) the Building is so date of the fire or other casualty. In the event that the demised premises are partially damaged by fire or other casualty that but not made wholly untenantable, then Landlord shall, except during the estimated cost last year of the term hereof proceed with all due diligence to repair same amounts and restore the demised premises and the Base Rent and Rent Adjustments shall ▇▇▇▇▇ in proportion to fifty percent (50%) or more the untenantability of the total estimated construction cost demised premises during the period of untenantability. Notwithstanding anything hereinbefore contained in this section, if a portion of the entire Building; (ii) demised premises are made untenantable as aforesaid during the Building is so damaged by last year of the term hereof, Landlord or Tenant shall have the right to terminate this Lease as of the date of the fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord may terminate this Lease by giving written notice thereof to Tenant the other within one hundred twenty thirty (12030) days after the date of such the fire or other casualty. , in which event the Base Rent and Rent Adjustments shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work.

UNTENANTABILITY. If the demised premises or 50% or more of the Rentable --------------- Area of the Building is made untenantable by fire or other casualty, Landlord may elect: (a) A “Total Loss” to terminate this Lease of the date of the fire or casualty by notice to the Tenant within sixty after that date, or (b) proceed with all due diligence to repair, restore or rehabilitate the Building or the demised premises, in which event this Lease shall not terminate. In the event the Lease is not terminated pursuant to this provision, rent shall ▇▇▇▇▇ on a per diem basis during the period of untenantability. In the event of the Determination of this Lease pursuant to this section, rent shall be deemed apportioned on a per diem basis and paid to have occurred if (i) the Building is so date of the fire or other casualty. In the event that the are partially damaged by fire or other casualty that but are not made wholly untenantable, then Landlord shall, except during the estimated cost last year of the term hereof, all due diligence to repair same amounts and restore the demised premises and the rent shall ▇▇▇▇▇ in proportion to fifty percent (50%) or more the nonusability of the total estimated construction cost demised premises during the period of untenantability. If a portion of the entire Building; (ii) demised premises are made untenantable as aforesaid during the Building is so damaged by last year of the term hereof, Landlord shall have the right to terminate this Lease as of the date of the fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord may terminate this Lease by giving written notice thereof to Tenant within one hundred twenty thirty (12030) days after the date of such fire or other casualty. Rent , in which event, the rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event the premises or the Building is damaged by fire or other casualty resulting from the act or neglect of a Partial LossTenant, its agents, contractors, employees or invitees, Tenant shall not be released from any of its obligations hereunder including, without limitation, its duty to repair the premises and its liability to Landlord for damages caused by such fire or other casualty and its duty to pay rent, which rent shall not be abated. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damage to alterations, additions, improvements or decorations provided by Landlord recovers sufficient insurance proceedseither directly or through an allowance to Tenant (whether by rent abatement or otherwise). Notwithstanding anything to the contrary herein set forth, Landlord shall be required have no duty pursuant to proceed with all due diligence this Section 13 to repair and or restore any portion of the Leased Premisesalterations, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ additions or improvements in proportion the premises or the decorations thereto except to the non-usability extent that such alterations, additions, improvements and decorations were provided by Landlord at Landlord's cost, at the beginning of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workterm.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) If the Building is so damaged Premises are made untenantable in whole or in part by fire or other casualty casualty, the fixed monthly rent, additional rent and other charges, until repairs shall be made or the Lease terminated as hereinafter provided, shall be proportionately abated on a per diem basis according to the part of the Premises which is reasonably usable by Tenant for the normal operation of its business. If such damage shall be so extensive that the estimated cost to repair same amounts to fifty percent Premises cannot be restored by Landlord within a period of four (50%4) or more of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Lossmonths, Landlord may terminate and Tenant shall have the right to cancel this Lease by written notice to Tenant the other given at any time within one hundred twenty thirty (12030) days after the date of such fire or damage. If a portion of the Building other casualty. Rent than the Premises shall be apportioned on so damaged that in the reasonable judgment of Landlord the Building should be restored in such a per diem basis and paid way as to alter the Premises materially, Landlord may cancel this Lease by notice to Tenant given at any time within thirty (30) days after the date of such fire or other casualtydamage. Alternatively, if ▇▇▇▇▇▇▇▇ decides In the event of giving effective notice pursuant to rebuild and restore the Property following a Total Lossthis paragraph, this Lease and the term and the estate hereby granted shall not terminate and Landlord shall repair and restore expire on the Leased Premises at Landlord’s expense and with due diligence, subject, however, earlier to occur of (i) reasonable delays for insurance adjustments the date fifteen (15) days after the giving of such notice and (ii) delays caused by forces beyond the date on which Tenant is forced to cease normal operation of its business from the Premises as a result of such damage, as fully and completely as if such date were the date hereinbefore set for the expiration of the term of this Lease. If this Lease is not so terminated, Landlord will promptly (taking into account the time necessary to effectuate a satisfactory settlement with Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during 's insurance company) restore the period of construction and repairdamage to the Building and/or the Premises, as the case may be. Tenant hereby expressly waives the provisions of Section 227 of the New York Real Property Law and agrees that the foregoing provisions of this Paragraph 11.01 shall permit Landlord govern and its contractors to have free access control in lieu thereof. Anything contained in the foregoing to the Leased Premises to perform such work. contrary notwithstanding, if the Premises, or any material portion thereof and/or Tenant's reasonable access thereto, and/or Tenant's reasonable use of the Designated Parking Spaces (cor reasonable alternative parking facilities) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work.so damaged or impaired that Tenant's

UNTENANTABILITY. (a) A “Total Loss” If said Leased Premises shall be deemed to have occurred if (i) the Building is so partially damaged by fire or other casualty that casualty, the estimated cost damage to said Leased Premises (but not to Lessee's property, which shall remain the responsibility of Lessee to repair same or replace) shall be repaired by and at the expense of Lessor. Notwithstanding the foregoing, however, fire or other casualty damage to the Leased Premises in amounts to fifty percent of One Thousand Dollars (50%$1,000.00) or more less per occurrence shall be repaired by and at the expense of Lessee. Lessor shall incur no liability on account of any delay in the total estimated construction cost completion of such repairs which may arise by reason of adjustment of insurance, labor difficulties or any other cause beyond Lessor's control. If all or substantially all of said Leased Premises or the entire Building; (ii) the Building is so damaged Buildings are made unfit for occupancy by fire or other casualty that Landlordcasualty, in its sole discretionacts of God or other causes, decides Lessor may elect (a) to demolish and not to immediately rebuild same; or (iii) terminate this Lease as of the date when said Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total LossBuildings are so made unfit for occupancy, Landlord may terminate this Lease by written notice to Tenant Lessee within one hundred twenty ninety (12090) days after that date, or (b) to repair, restore or rehabilitate said Leased Premises at Lessee's expense, or the date Buildings at Lessor's expense, within ninety (90) days after Lessor is enabled to take possession of such fire the damaged Leased Premises and undertake reconstruction or other casualty. Rent repairs; and if Lessor elects so to repair, restore or rehabilitate said Leased Premises or the Buildings this Lease shall not terminate, except as hereinafter provided, but rent shall be apportioned abated on a per diem basis and paid proportionate to the date of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild extent and restore for the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the period that said Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays are unfit for insurance adjustments and (ii) delays caused by forces beyond Landlord’s controloccupancy. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event Lessor shall proceed under (b) above and shall not substantially complete the work within said ninety (90) day period (excluding from said period loss of a Partial Losstime resulting from delays beyond the reasonable control of Lessor) either Lessor or Lessee may then terminate this Lease, provided Landlord recovers sufficient insurance proceedsas of the date when said Leased Premises or the Buildings were so made unfit for occupancy, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion written notice to the non-usability other not later than ten (10) days after the expiration of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such worksaid ninety (90) day period, computed as herein provided.

UNTENANTABILITY. (a) A “Total Loss” If the condition referred to in Section 9.2 is such so as to make the entire premises untenantable, then the rental which Tenant is obligated to pay hereunder shall abat▇ ▇▇ of the date of the occurrence until the premises have been fully and completely restored by Landlord. Any unpaid or prepaid rent for the month in which said condition occurs shall be deemed prorated. If the premises are partially damaged or destroyed, then during the period that Tenant is deprived of the use of the damaged portion of said premises, Tenant shall be required to have occurred if (i) pay rental covering only that part of the Building premises that it is so damaged able to occupy, based on the portion of the total rent which the amount of square foot area remaining that can be occupied bears to the total square foot area of all premises covered by this Lease. In the event the premises are substantially or totally destroyed by fire or other casualty that so as to be entirely untenantable, and it shall require more than ninety (90) days from the estimated cost to repair same amounts to fifty percent (50%) or more date of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by said fire or other casualty that for Landlord to complete restoration of same, then Landlord, in its sole discretionupon written notice to Tenant, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord may terminate this Lease by written notice to Tenant within one hundred twenty (120) days after Lease, in which case the date of such fire or other casualty. Rent rent shall be apportioned on a per diem basis and paid to the date of such fire said Fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subjectDue allowance, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be given for 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 or strikes, national emergencies and other conditions beyond the control of Landlord. No compensation, or claim, or diminution of rent will be allowed or paid by Landlord, by reason of inconvenience, annoyance, or injury to proceed with all due diligence to repair and restore business, arising from the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to necessity or repairing the non-usability Demised Premises or any portion of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workbuilding of which they arc a part.

UNTENANTABILITY. If the Premises or 50% or more of the Rentable Area of the Building is made untenantable by fire or other casualty, Landlord may elect: (a) A “Total Loss” to terminate this Lease as of the date of the fire or casualty by notice to Tenant within sixty (60) days after that date, or (b) proceed with all due diligence to repair, restore or rehabilitate the Building or the Premises, in which event this Lease shall not terminate. In the event the Lease is not terminated pursuant to this provision, rent shall ▇▇▇▇▇ on a per diem basis during the period of untenantability. In the event of the termination of this Lease pursuant to this section, rent shall be deemed apportioned on a per diem basis and paid to have occurred if (i) the Building is so date of the fire or other casualty. In the event that the Premises are partially damaged by fire or other casualty that but are not made wholly untenantable, then Landlord shall, except during the estimated cost last year of the Term hereof, proceed with all due diligence to repair same amounts and restore the Premises and the Rent shall ▇▇▇▇▇ in proportion to fifty percent (50%) or more the nonusability of the total estimated construction cost Premises during the period of untenantability. If a portion of the entire Building; (ii) Premises are made untenantable as aforesaid during the Building is so damaged by last year of the Term hereof, Landlord shall have the right to terminate this Lease as of the date of the fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord may terminate this Lease by giving written notice thereof to Tenant within one hundred twenty thirty (12030) days after the date of such fire or other casualty. , in which event, the Rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. AlternativelyIn the event the Premises or the Building is damaged by fire or other casualty resulting from the act or neglect of Tenant, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Lossits agents, this Lease contractors, employees or invitees, Tenant shall not terminate be released from any of its obligations hereunder including, without limitation, its duty to repair the Premises and its liability to Landlord for damages caused by such fire or other casualty and its duty to pay Rent, which Rent shall not be abated. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damage to alterations, additions, improvements or decorations provided by Landlord either directly or through an allowance to Tenant (whether by rent abatement or otherwise). Notwithstanding anything to the contrary herein set forth, Landlord shall have no duty pursuant to this Article Thirteen to repair or restore any portion of the alterations, additions or improvements in the Premises or the decorations thereto except to the extent that such alterations, additions, improvements and restore the Leased Premises decorations were provided by Landlord, at Landlord’s expense and with due diligencecost, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during at the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability beginning of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workTerm.

UNTENANTABILITY. (If the condition referred to in Section 9.2 is such so as to make the entire premises untenantable, then the rental which Tenant is obligated to pay hereunder shall a) A “Total Loss” ▇▇▇▇ as of the date of the occurrence until the premises have been fully and completely restored by Landlord. Any unpaid or prepaid rent for the month in which said condition occurs shall be deemed prorated. If the premises are partially damaged or destroyed, then during the period that Tenant is deprived of the use of the damaged portion of said premises, Tenant shall be required to have occurred if (i) pay rental covering only that part of the Building premises that it is so damaged able to occupy, based on the portion of the total rent which the amount of square foot area remaining that can be occupied bears to the total square foot area of all premises covered by this Lease. In the event the premises are substantially or totally destroyed by fire or other casualty that so as to be entirely untenantable, and it shall require more than ninety (90) days from the estimated cost to repair same amounts to fifty percent (50%) or more date of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by said fire or other casualty that for Landlord to complete restoration of same, then Landlord, in its sole discretionupon written notice to Tenant, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord may terminate this Lease by written notice to Tenant within one hundred twenty (120) days after Lease, in which case the date of such fire or other casualty. Rent rent shall be apportioned on a per diem basis and paid to the date of such said fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subjectDue allowance, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be given for 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 or strikes, national emergencies and other conditions beyond the control of Landlord. No compensation, or claim, or diminution of rent will be allowed or paid by Landlord, by reason of inconvenience, annoyance, or injury to proceed with all due diligence to repair and restore business, arising from the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to necessity of repairing the non-usability Demised Premises or any portion of the Leased Premises during the period while repairs building of which they are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such worka part.

UNTENANTABILITY. (a) A “Total Loss” If the condition referred to in Section 9.2 is such so as to make the entire premises untenantable, then the rental which Tenant is obligated to pay hereunder shall abat▇ ▇▇ of the date of the occurrence until the premises have been fully and completely restored by Landlord. Any unpaid or prepaid rent for the month in which said condition occurs shall be deemed prorated. If the premises are partially damaged or destroyed, then during the period that Tenant is deprived of the use of the damaged portion of said premises, Tenant shall be required to have occurred if (i) pay rental covering only that part of the Building premises that it is so damaged able to occupy, based on the portion of the total rent which the amount of square foot area remaining that can be occupied bears to the total square foot area of all premises covered by this Lease. In the event the premises are substantially or totally destroyed by fire or other casualty that so as to be entirely untenantable, and it shall require more than ninety (90) days from the estimated cost to repair same amounts to fifty percent (50%) or more date of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by said fire or other casualty that for Landlord to complete restoration of same, then Landlord, in its sole discretionupon written notice to Tenant, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord may terminate this Lease by written notice to Tenant within one hundred twenty (120) days after Lease, in which case the date of such fire or other casualty. Rent rent shall be apportioned on a per diem basis and paid to the date of such said fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subjectDue allowance, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be given for reasonable time required for adjustment and settlemnent of insurance claims, and for such other delays as may result from government restrictions, and controls on construction, if any, and or strikes, national emergencies and other conditions beyond the control of Landlord. No compensation, or claim, or diminution of rent will be allowed or paid by Landlord, by reason of inconvenience, annoyance, or injury to proceed with all due diligence to repair and restore business, arising from the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to necessity of repairing the non-usability Demised Premises or any portion of the Leased Premises during the period while repairs building of which they are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such worka part.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) If the Building is so damaged by fire or other casualty that the estimated cost to repair same amounts to fifty percent (50%) or more of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. any portion thereof become Untenantable and such Untenantability continues more than three (b) In the event of a Total Loss, Landlord may terminate this Lease by written notice to Tenant within one hundred twenty (1203) days after the date of such fire or other casualty. Rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease (which three day period shall not terminate be extended for Unavoidable Delays) after Tenant shall have given notice thereof to Landlord and Landlord shall repair and restore the Leased Premises at Landlord’s expense and any Mortgagee or Ground Lessor which is a party to an SNDA with due diligenceTenant, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. then Rent shall ▇▇▇▇▇ with respect to the Premises or such portion thereof commencing on the first Business Day after such three-day period, and such abatement shall continue for the duration of such Untenantability. Landlord agrees at all times to use diligent efforts to correct any Untenantability of the Premises. (ii) If any period of Untenantability involving more than fifty percent (50%) of the Rentable Area of the Premises continues for more than 180 consecutive days (without, except as provided below, any extension for Unavoidable Delays) after Tenant shall have given notice thereof to Landlord and any Mortgagee or Ground Lessor which is a per diem basis party to an SNDA with Tenant, Tenant shall have the right (during the period the Untenantability persists beyond the foregoing 180-day period), but exercisable only by written notice to Landlord within the fifteen (15) day period following said 180 consecutive day period, to terminate this Lease, which termination shall be effective upon receipt of construction such written notice; provided, however, if the remediation of such Untenantability requires work by Landlord which is not reasonably susceptible of being performed within such 180-day period then, if Landlord shall have commenced such remediation within such period and repair. Tenant shall permit have diligently prosecuted such remediation, such 180-day period shall be extended for such additional period (beyond the initial 180-day period) as may be required for Landlord and its contractors to have free access to the Leased Premises to perform remedy such workUntenantability but not for more than sixty (60) days after such 180-day period. (ciii) In For purposes of this Lease (including Article 10), “Untenantable” and “Untenantability” shall mean with respect to the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subjector any portion thereof, howeverthat the same cannot reasonably be used by Tenant for the normal conduct of its business and in accordance with applicable Laws, to and in fact is not being so used for any purpose other than storage, including by reason of (ia) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability condition of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work.Premises, or applicable portion thereof, (b) lack of access, electricity, HVAC, or other services, or

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) If the Premises or the Building is so damaged are made untenantable by fire or other casualty that cause, the estimated cost Landlord may elect (a) to repair same amounts to fifty percent (50%) or more terminate this Agreement as of the total estimated construction cost date of such casualty by notice to the entire Building; (ii) the Building is so damaged by fire Tenant within thirty days after that date, or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In to repair all damage to the event of a Total Loss, Premises or the Building so that the same shall be restored to such condition as existed immediately prior to such damage. If the Landlord may elects to terminate this Lease Agreement, the rent shall be abated on a per-diem basis and be paid to the date of the fire or casualty. If the Landlord elects to restore the Premises and Building, such restoration shall be completed with reasonable promptness in substantially the same condition as existed immediately prior to the casualty. If the Premises are unusable during such restoration, or if the Tenant is reasonably required to close its operations while such repairs are made, the rent shall abat▇ ▇▇▇ing such period of repair while such operations have ceased. If the Tenant continues to operate on the Premises during such repairs, but is unable to use a substantial portion of the Premises, then the rent shall be prorated in the proportion which the area of unusable leased space bears to the total Premises for the period that said space is unusable. The Landlord will not be liable for business losses to the Tenant by written notice reason of damage to Tenant the Premises except for that damage caused by the negligent or willful actions of the Landlord. Notwithstanding anything contained in this Section 9 to the contrary, if the Premises are not or cannot be made tenantable within one hundred twenty (120) days after the date of such fire or other casualty. Rent shall be apportioned on a per diem basis the casualty for any reason whatsoever, the Tenant may terminate this Agreement and paid to the date of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workLease. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) If the Building is so damaged Premises are made untenantable in whole or in part by fire or other casualty that the estimated cost to repair same amounts to fifty percent (50%) or more of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by fire or other casualty that LandlordRent, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss until repairs shall be deemed a “Partial Loss”. (b) In made or the event of a Total LossLease terminated as hereinafter provided, Landlord may terminate this Lease by written notice to Tenant within one hundred twenty (120) days after the date of such fire or other casualty. Rent shall be apportioned on a per diem basis and paid according to the part of the Premises which is usable by the Tenant, if, but only if, such fire or other casualty be not caused by the gross negligence or willful misconduct of the Tenant, its contractors, agents, or employees. If such damage shall be so extensive that the Premises cannot be restored to Building Standard by the Landlord within a period of four (4) months, either party shall have the right to cancel this Lease by notice to the other given at any time within thirty (30) days after the date of such damage, except that if such fire or casualty resulted from the gross negligence or willful misconduct of Tenant the Tenant shall have no right to cancel. If a portion of the Building other casualty. Alternativelythan the Premises shall be so damaged that in the opinion of the Landlord the Building should be restored in such a way as to alter the Premises materially, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, Landlord may cancel this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access notice to the Leased Premises to perform Tenant given at any time within thirty (30) days after the date of such work. (c) damage. In the event of a Partial Lossgiving effective notice pursuant to this section, provided this Lease and the term and the estate hereby granted shall expire on the date fifteen (15) days after the giving of such notice as fully and completely as if such date were the date hereinbefore set for the expiration of the Term of this Lease. If this Lease is not so terminated, the Landlord recovers sufficient insurance proceedswill promptly repair the damage. In the event that Landlord has not completed any such repairs within six (6) months after the date of casualty (as the same may be extended, Landlord shall be required not to proceed with all exceed eight [8] months after the date of casualty, due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond outside Landlord’s reasonable control. Rent shall ▇▇▇▇▇ in proportion ) (the “Outside Repair Date”), at any time after the Outside Repair Date, but prior to the non-usability of the Leased Premises during the period while date that such repairs are in progress. completed, Tenant shall permit may give notice to Landlord of its intent to terminate this Lease, and if Landlord still fails to complete the repairs within thirty (30) days of Tenant’s notice, Tenant may, as its contractors to have free access to the Leased Premises to perform such worksole and exclusive remedy, terminate this Lease.

UNTENANTABILITY. In the event that the Premises are rendered Untenantable (hereinafter defined) because of any failure by Landlord to provide the services required under Section 5.2, because the Premises are rendered inaccessible, or because of Landlord’s failure to perform any repairs or maintenance required to be furnished by Landlord pursuant to Section 4.2 hereof, and: (i) such failure is reasonably within the ability of Landlord to prevent or remedy; and (ii) Tenant does not in fact use the Premises for the operation of its business during the entirety of such period of Untenantability, then: (a) A “Total Loss” if such Untenantability continues for a period of five (5) consecutive business days after Tenant provides written notice to Landlord of the Untenantability, then Base Rental and Pass-Through Expenses hereunder shall be deemed to have occurred if (i) abated from the Building is so damaged by fire or other casualty that the estimated cost to repair same amounts to fifty percent (50%) or more date on which Tenant first provided Landlord notice of the total estimated construction cost of Untenantability and continuing until the entire BuildingUntenantability ceases; (ii) the Building is so damaged by fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”.and (b) In if such Untenantability continues for a period of thirty (30) consecutive days after Tenant provides written notice to Landlord of the event of a Total LossUntenantability, Landlord may then Tenant shall have the right to terminate this Lease effective immediately by sending a written termination notice to Tenant within one hundred twenty Landlord at any time after the thirtieth (12030th) days after consecutive day of Untenantability but prior to the date on which the Untenantability ceases. Upon any termination of the Lease in accordance with this Section 5.3(b), the Lease shall automatically terminate as of the date of Tenant’s notice and Landlord and Tenant shall each be released from any and all obligations or liabilities under the Lease accruing after such fire or other casualtydate, except for any obligations and liabilities which expressly survive any termination of this Lease. Rent At Landlord’s request, Tenant shall be apportioned on promptly execute and return to Landlord a per diem basis and paid to termination agreement prepared by Landlord documenting the date termination of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease pursuant to this Section 5.3(b), which obligation shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, survive any termination of this Lease pursuant to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workthis Section 5.3(b). (c) In The parties agree to cooperate and use reasonable efforts to correct any Untenantability of the event Premises. As used herein, the term “Untenantability” means that the Premises are rendered unusable for general office use. Notwithstanding anything to the contrary contained herein, the provisions of a Partial LossSection 4.6, provided Landlord recovers sufficient insurance proceedsand not this Section 5.3, Landlord shall be required to proceed with all due diligence to repair govern and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays control any circumstances in which Untenantability is caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such worka Casualty.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) a. If, in the reasonable opinion of Landlord, 50% of the rentable square footage of the Premises or more than 50% of the value of the Building is so are damaged or destroyed by fire or other casualty that the estimated cost casualty, Landlord may elect: i. to repair same amounts to fifty percent (50%) or more terminate this Lease as of the total estimated construction cost date of the entire Building; (ii) the Building is so damaged by such fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord may terminate this Lease by written notice to Tenant the other within one hundred twenty (120) days of such date, but only if Landlord is simultaneously terminating all other similarly affected tenancies, licenses, and the like in the Building, or ii. to proceed with all due diligence to substantially restore the Building or the Premises at Landlord’s expense, except for property and improvements of Tenant, in which latter event this Lease shall not terminate; provided, however, if Landlord fails to substantially restore the Premises within one hundred eighty (180) days after Landlord receives possession of the damaged Premises and undertakes reconstruction or repairs, then Tenant shall have the right to terminate this Lease as of the date of such fire or casualty by serving notice on Landlord subsequent to the expiration of the one hundred eighty (180) day period and prior to the date of Substantial Completion of the restoration, in which event Landlord shall refund any overpayment of Total Rent and return the Security Deposit to Tenant within thirty (30) days thereafter. b. In the event this Lease is not terminated pursuant to this Paragraph 14, Total Rent shall ▇▇▇▇▇ on a per diem basis during the period of untenantability or inaccessibility of the Premises. In the event of the termination of the Lease pursuant to this Paragraph 14, Total Rent shall be apportioned on a per diem basis and paid to the date of the fire or other casualty. If the Premises are damaged by fire or other casualty but all or a substantial part of the Premises are not made untenantable, then Landlord shall, except during the last year of the Term, proceed with all due diligence to repair and restore the Premises, and the Total Rent shall ▇▇▇▇▇ in proportion to the non-usability or inaccessibility of the Premises during the period of such partial untenantability. If the Premises are partially damaged as aforesaid during the last year of the Term, Landlord (unless Tenant has exercised its Extension Option) or Tenant shall each have the right to terminate this Lease as of the date of the fire or other casualty by giving written notice thereof to the other party within thirty (30) days after the date of fire or other casualty, in which event the Total Rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. Alternatively. c. Notwithstanding anything herein to the contrary, if ▇▇▇▇▇▇▇▇ decides if, after the occurrence of a fire or other casualty, it will require, in Landlord’s reasonable opinion, more than one hundred eighty (180) days after the date of such casualty to rebuild repair and restore the Property following a Total LossPremises (or any material portion thereof) or the Building or the access thereto, or if the casualty occurs during the last twelve (12) months of the Term, or if the electricity and/or other Building services shall not be available to the Premises for more than one hundred eighty (180) days after the date of such casualty, then, in each instance, Tenant shall have the right to terminate this Lease by written notice to Landlord of such election given within ten (10) days after receipt of written notice from Landlord regarding Landlord’s intention to rebuild or repair and Landlord’s reasonable estimate of the time required to complete such repairs. In the event Tenant exercises the above-described right of termination, this Lease shall not terminate and as of the date which is thirty (30) days after the giving of such written notice by Tenant to Landlord exercising the right of termination, in which event Landlord shall repair return the over-deposit of Total Rent, if any, and restore the Leased Security Deposit to Tenant, and thereafter neither party shall have any further rights or obligations hereunder (except for those obligations that expressly survive the termination or expiration of this Lease). Between the time of any casualty and the time the Premises at Landlord’s expense and with due diligenceis restored, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Total Rent shall ▇▇▇▇▇ on a per diem proportionate basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability that portion of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workso damaged, unusable and/or inaccessible.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if A. In the event (i) all or a substantial portion of the Building is so damaged Premises are made untenantable by fire or other casualty that the estimated cost and Landlord shall decide not to restore or repair same amounts to fifty percent (50%) or more of the total estimated construction cost of the entire Building; same, or (ii) the Building is so damaged by fire or other casualty that LandlordLandlord shall decide to demolish or not rebuild the same, then, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months any of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Losssuch events, Landlord may shall have the right to terminate this Lease by written notice to Tenant within one hundred twenty (120) days after the date of such fire or other casualty. casualty and the Rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides In the event that all or a substantial portion of the Premises are made untenantable by fire or other casualty and Landlord shall decide to rebuild and restore the Property following a Total Losssame, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s Landlord"s expense and with due diligence, subject, however, subject to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s 's reasonable control, but Landlord shall not be obligated to expend therefor an amount in excess of the proceeds of insurance recovered with respect thereto. In such event, the Rent due hereunder shall ▇▇▇abat▇ ▇▇ on a per diem basis proportion to the nonusability of the Premises during the period of construction reconstruction and repair. Tenant shall permit Landlord and its contractors to have free access . B. Subject to the Leased preceding paragraph, and subject to the last sentence of this paragraph, if the Premises to perform are damaged by fire or other casualty but such work. (c) In damage does not render all or a substantial portion of the event of a Partial LossPremises or Building untenantable, provided Landlord recovers sufficient insurance proceeds, then Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to subject to (i) reasonable delays for insurance adjustments and adjustments, and (ii) delays caused by forces beyond Landlord’s 's reasonable control. In such event, the Rent shall ▇▇▇abat▇ ▇▇ in proportion to the non-usability nonusability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access progress unless such partial damages are due to the Leased fault or neglect of Tenant. If the partial damage is the result of the fault or neglect of Tenant, Rent shall not abat▇ ▇▇▇ing said period. If the Premises are made partially untenantable as aforesaid during the last two (2) years of the Term, Landlord shall have the right to perform such work.terminate this Lease as of the date of fire or

UNTENANTABILITY. (a) A “Total Loss” If the Premises or any part of the Building shall be deemed to have occurred if (i) the Building is so damaged by fire or other casualty and if such damage does not render all or a substantial portion of the Premises or the Building untenantable, then Landlord shall proceed to repair and restore with reasonable promptness the Building or the Premises (excluding leasehold improvements paid for by Tenant) at Landlord's expense, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord's reasonable control. If any such damage renders all or a substantial portion of the Premises or the Building untenantable, Landlord shall, with reasonable promptness after the occurrence of such damage, estimate the length of time that will be required to substantially complete the repair and restoration of the Building and shall by notice advise Tenant of such estimate. If it is so estimated that the estimated cost amount of time required to substantially complete such repair same amounts and restoration will exceed one hundred eighty (180) days from the date such damage occurred, then either Landlord or Tenant (but as to fifty percent (50%) Tenant, only if all or more a substantial portion of the total estimated construction cost of Premises are rendered untenantable) shall have the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlord, in its sole discretion, decides right to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord may terminate this Lease by written as of the date of such damage upon giving notice to the other at any time within twenty (20) days after Landlord gives Tenant the notice containing said estimate (it being understood that Landlord may, if it elects to do so, also give such notice of termination together with the notice containing said estimate). Unless this Lease is terminated as provided in the preceding sentence, Landlord shall proceed with reasonable promptness to repair and restore the Building and Premises, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord's reasonable control, and also subject to zoning laws and building codes then in effect. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease (except as hereinafter provided) if such repairs and restoration are not in fact completed within the time period estimated by Landlord, as aforesaid, or within said one hundred twenty eighty (120180) days so long as Landlord shall proceed with reasonable diligence to complete such repairs and restoration. If the Building and/or Premises is not repaired or restored within nine (9) months after the date of such fire or other casualty, then either party may terminate this Lease, effective as of the date of such fire or other casualty, by written notice to the other party not later than thirty (30) days after the expiration of said nine (9) month period, but prior to substantial completion of repair or restoration. Notwithstanding anything to the contrary herein set forth, (a) Landlord shall have no duty pursuant to this Section 14 to repair or restore any tenant improvements, any portion of the alterations, additions or improvements owned or made by Tenant in the Premises, or any personal property of Tenant or to expend for any repair or restoration amounts in excess of insurance proceeds paid to Landlord and available for repair or restoration, and (b) Tenant shall not have the right to terminate this Lease pursuant to this Section 14 if the damage or destruction was caused by the act or neglect of Tenant, its agents or employees. Landlord shall carry insurance in an amount sufficient to enable it to fulfill its obligations to repair as provided in this Section 14 and shall provide Tenant, at If this Lease shall not be terminated pursuant to this Section, then Tenant shall repair and restore the tenant improvements within a reasonable period of time after the Premises are made available by Landlord for such repair and restoration, such repairs or restorations to be made after taking account of the reasonable wear and tear to the tenant improvements that had occurred prior to the fire or other casualty and of changes in the radio broadcasting business that may cause such improvements to be unsuitable or inappropriate for repair or restoration, it being agreed that Tenant shall not be obligated to repair or restore improvements that would have substantially diminished utility or value to Tenant. 93 In the event any such fire or casualty damage not caused by the act or neglect of Tenant, its agents or employees, renders the Premises or any portion thereof untenantable and if this Lease shall not be terminated pursuant to the foregoing provisions of this Section 14 by reason of such damage, then Base Rent and Rent Adjustments shall abat▇ ▇▇▇ing the period beginning with the date of such damage and ending with the date when Landlord substantially completes its repair and restoration work. Such abatement shall be in an amount bearing the same ratio to the total amount of Base Rent and Rent Adjustments for such period as the portion of the Premises being repaired and restored by Landlord and not theretofore delivered to Tenant bears to the entire Premises. In the event of termination of this Lease pursuant to this Section 14, Base Rent and Rent Adjustments shall be apportioned on a per diem basis and be paid to the date of such the fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work.

UNTENANTABILITY. Tenant shall give prompt notice to Landlord in case of any fire or other damage to the premises. If (a) A “Total Loss” the premises shall be deemed damaged to have occurred if the extent of thirty per cent (i30%) or more of the cost of replacement thereof during the last two (2) years of the Term or (b) the Building is so shall be damaged by fire or other casualty that to the estimated cost to repair same amounts to extent of fifty percent per cent (50%) or more of the total estimated construction cost of replacement thereof whether or not the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event damaged, then in either of a Total Losssuch events, Landlord may terminate shall have the right and option to cancel this Lease by written notice to Tenant within one hundred twenty ninety (12090) days after the date of such fire occurrence, and thereupon this Lease shall cease and terminate with the same force and effect as though such date were the date fixed for the expiration of the Term. In such case, Tenant shall vacate and surrender the Premises to Landlord. Tenant's liability for the Rents and other charges reserved hereunder, excluding indemnity obligations of Tenant, shall cease as of the date of such damage or destruction and landlord shall make an equitable refund of any Rents or other casualtycharges paid by Tenant in advance and not earned or accrued. Rent Landlord shall not be liable to repair and replace leasehold improvements unless same are covered pursuant to this Lease, by insurance and then only to the extent of the insurance proceeds received by Landlord therefor. Unless this Lease is terminated by Landlord as aforesaid, this Lease shall remain in full force and effect and the parties waive the provisions of any law to the contrary, and Landlord and Tenant agree that the Premises shall be apportioned on a per diem basis repaired and paid restored with due diligence to substantially the condition thereof immediately prior to such damage or destruction. In no event shall Landlord be required to replace or restore additions, improvements or alterations to the date Premises made by or at the expense of Tenant (including construction work in excess of the established standards for the Building) unless Landlord shall have received the proceeds of the insurance policies mentioned under Section 17(B)(i), and in such event, Landlord's obligation shall be limited to the amount of such proceeds actually received by Landlord. Landlord shall have no obligation to replace or restore office furniture or equipment, trade fixtures, merchandise, samples, supplies or any other items of Tenant's property in the Premises or the Building. If by reason of such fire or other casualty. Alternativelycasualty the Premises are rendered wholly untenantable, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during be abated, or if only partially damaged, the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord Rent shall be required abated proportionately as to proceed with all due diligence that portion of the Premises rendered untenantable; in either event, until thirty (30) days after notice by Landlord to repair Tenant that the Premises have been substantially repaired and restore restored or until Tenant's operations are substantially restored in the Leased entire Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent whichever shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workoccur sooner.

UNTENANTABILITY. (a) A “Total Loss” Except as otherwise provided, if the Building shall be deemed to have occurred if (i) the Building is so partially damaged by fire or other casualty that this Lease shall remain in full force and effect and the estimated cost damage the Building shall be repaired by Landlord. Until such repairs are made, Rent shall be abated on a per diem basis proportionate to repair same amounts the extent to fifty percent (50%) or more which the rentable square footage of the total estimated construction cost of the entire Building; (ii) the Building is so damaged rendered unfit for occupancy. Landlord shall incur no liability other than abatement of rent on a per diem basis proportionate the extent to which the rentable square footage of the Building is rendered unfit for occupancy, on account of any delay in the completion of such repairs which may arise by reason of adjustment; of insurance, labor difficulties or other cause beyond Landlord's reasonable control. If all or any portion of the Building is destroyed by fire or other casualty that Landlordcasualty, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire acts of God or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Losscause, Landlord may terminate this Lease elect, by written notice to Tenant within one hundred twenty sixty (12060) days after the date of such fire casualty: (a) to terminate this Lease as of the date when the Building is so destroyed or other casualtymade unfit for occupancy; or (b) to repair, restore or rehabilitate the Building Landlord's expense within one hundred (100) days after Landlord is enabled to take possession of the damaged Building and undertake reconstruction or repairs; and if Landlord elects to so repair, restore or rehabilitate the Building, this Lease shall not terminate, Landlord in good faith shall attempt to complete its. work as promptly as reasonably possible, and Rent shall be apportioned abated on a per diem basis and paid proportionate to the date extent and for the period during which the Building is unfit for occupancy. Landlord's failure to elect to terminate this Lease in a timely fashion shall constitute its election to proceed to repair the Building. In the event Landlord shall proceed pursuant to the provisions of such fire thin subparagraph, and shall not substantially complete the work within said one hundred (100) day period (excluding from said period loss or time resulting from adjustment of insurance, labor difficulties or other casualtyActs of Cod) either Landlord or Tenant may then terminate this Lease, as of the date when the Building was made unfit for occupancy, by written notice to the other not later than ten (10) days after the expiration of said one hundred (100) day period, computed as herein provided. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore In the Property following a Total Loss, event of termination of this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligencepursuant to this Section 10.1, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on be apportioned a per diem basis during to and including the period effective date of construction such termination, and repair. Tenant shall permit Landlord promptly vacate the Premises and its contractors surrender the same to have free access Landlord. If the damage or destruction is due to the Leased Premises to perform such work. (c) In fault or negligence of Tenant, or Tenant's agents, contractors, servants, employees, licensees or invitees, the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord debris shall be required to proceed with all due diligence to repair and restore removed at the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability expense of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workTenant.

UNTENANTABILITY. In the event the Premises are damaged or destroyed by fire, or the elements, or any other casualty so that they are unusable by the Tenant, the Landlord shall within forty-five (a45) A “Total Loss” days thereafter make an election to either construct or repair the Premises or may terminate this Lease. The Landlord shall give written notice to the Tenant as to August 10, 2006 Landlord JCO Tenant GC this election. In the event of the termination of this Lease pursuant to this Paragraph, rents shall be deemed proportioned on a per diem basis and shall be paid in full to have occurred if (i) the Building is so damaged by date of the fire or other casualty that casualty. In the estimated cost event the Landlord restores and repairs the Premises, then the rent payable by the Tenant shall be abated for the number of days in which the Tenant is prevented from operating his business because of such damage or destruction. In the event the Premises are partly damaged or destroyed by casualty, but are still usable by the Tenant, the Landlord shall cause such damage to repair same amounts to be repaired and the minimum rent payable by Tenant shall be proportionately abated during the period of construction. In the event fifty percent (50%) or more of the total estimated construction cost rentable area of the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In damaged or destroyed by any casualty, regardless of whether the event of a Total Lossdemised Premises described herein are affected by such casualty, the Landlord may may, at its option, terminate this Lease by giving the Tenant sixty (60) days prior written notice, and further provided that said notice is delivered to Tenant within one hundred twenty thirty (12030) days after following the date of such fire or other casualty. Rent shall then be apportioned on a per diem basis and paid adjusted to the date of such fire or other termination, unless the Premises are unusable by Tenant as a result of the casualty, in which event rent shall be adjusted to the date of casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event the Premises are damaged or destroyed by fire or any other casualty caused by the negligence of a Partial LossTenant or Tenant's agents, provided Landlord recovers sufficient insurance proceedsemployees, or invitees, Landlord shall be required shall, in addition to proceed with all due diligence other rights and causes of action available to repair Landlord at law or in equity and restore all rights under the Leased PremisesLease, subject, however, have the right to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ terminate the Lease and/or exercise any other remedy available to Landlord hereunder in proportion to the non-usability event of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workTenant's default.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) the Building is so damaged by fire or other casualty that the estimated cost to repair same amounts to fifty percent (50%) % or more of the total estimated construction cost of the entire Building; Building or (ii) the Building is so damaged by fire or other casualty that LandlordLessor, in its sole discretion, decides to demolish and not to immediately rebuild same; , or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof hereof. Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord Lessor may terminate this Lease by written notice to Tenant Lessee within one hundred twenty (120) days after the date of such fire or other casualty. Monthly Rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ Lessor decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord Lessor shall repair and restore the Leased Premises at LandlordLessor’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces reasonably beyond LandlordLessor’s control. Monthly Rent shall ▇a▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant Lessee shall permit Landlord Lessor and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord Lessor shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments adjustments, and (ii) delays caused by forces reasonably beyond LandlordLessor’s control. Monthly Rent shall ▇a▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant Lessee shall permit Landlord Lessor and its contractors to have free access to the Leased Premises to perform such work. Lessor shall endeavor to exercise its rights hereunder with the least possible interruption of or disturbance to the operation of Lessee’s business. (d) Should Lessor fail to repair or otherwise restore the Property or Leased Premises as required or otherwise elected herein, the Lessee’s sole and exclusive remedy shall be to terminate this Lease. (e) Notwithstanding anything to the contrary, in the event that the estimated or actual completion date for Lessor’s construction or repair is more than one hundred twenty (120) days from the date of such damage or other casualty, then Lessee shall have the right to terminate by the giving of written notice to Lessor, and Lessee’s obligation to pay Base Monthly Rent hereunder shall cease as of the date of such casualty.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) If either the Building is so damaged Office or Warehouse spaces are made untenantable by fire or other casualty that cause, the estimated cost to repair same amounts to fifty percent (50%) or more of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord may elect (a) to terminate this Lease by written notice to Tenant within one hundred twenty (120) days after Agreement as of the date of such fire casualty by notice to the Tenant within thirty days after that date, or other casualty. Rent (b) to have the Landlord repair all damage to Office or Warehouse space so that the same shall be apportioned restored to such condition as existed immediately prior to such damage. If the Landlord elects to terminate this Agreement, the rent shall be abated on a per per-diem basis and be paid to the date of such the fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides If the Landlord elects to rebuild and restore the Property following a Total LossPremises and Building, this Lease such restoration shall not terminate and Landlord shall repair and restore be completed with reasonable promptness. If the Leased Premises at Landlord’s expense and with due diligenceare unusable during such restoration, subjector if the Tenant is reasonably required to close its operation while such repairs are made, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent the rent shall ▇▇▇▇▇ during such period of repair while such operations have ceased and the Premises are completely closed. If the Tenant continues to operate on the specific Premises during such repairs, but is unable to use a per diem basis during substantial portion of the specific Premises, then the rent shall be prorated in the proportion which the area of unusable leased space bears to the total specific Premises for the period of construction and repairthat said space is unusable. Tenant shall permit The Landlord and its contractors to have free access will not be liable for business losses to the Leased Premises Tenant by reason of damage to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore specific Premises. If the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays untenantability is caused by forces beyond Landlord’s controlthe fault of the Tenant, there will be no apportionment or abatement of rent. Rent shall ▇▇▇▇▇ Nothwithstanding anything contained in proportion this Section 10 to the non-usability contrary, if the specific Premises are not or cannot be made tenantable within 90 days after the date of the Leased Premises during casualty for any reason whatsoever, the period while repairs are in progress. Tenant shall permit Landlord may terminate this Agreement and its contractors to have free access to the Leased Premises to perform such worklease.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) Unless all or substantially all of the Building is so made unfit for occupancy by fire or other casualty, acts of God or other cause, if the Premises shall be partially damaged by fire or other casualty casualty, this Lease shall remain in full force and effect and the damage to the Premises shall be repaired by the Landlord, and the rent until such repairs shall be made shall be abated on a per diem basis proportionate to the extent and for the period that the estimated cost to repair same amounts to fifty percent (50%) Premises are unfit for occupancy. Landlord shall incur no liability on account of any delay in the completion of such repairs which may arise by reason of adjustment of insurance, labor difficulties or more any other cause beyond Landlord’s control. If all or substantially all of the total estimated construction cost of the entire Building; (ii) Premises or the Building is so damaged are made unfit for occupancy by fire or other casualty that Landlordcasualty, in its sole discretionacts of God or other cause, decides to demolish and not to immediately rebuild same; Landlord shall repair, restore or (iii) rehabilitate the Leased Premises or the Building is damaged at Landlord’s expense. In such event, rent shall be abated on a per diem basis proportionate to the extent and for the period that the Premises are unfit for occupancy, provided that if such repairs are not restored or repaired within two hundred ten (210) days after commencement of such restoration or repair, as mutually agreed by Landlord and Tenant, then: (a) Tenant shall have the right to terminate this Lease, as of the date when the Premises were rendered untenantable, by notice to Landlord not later than sixty (60) days from the date Landlord and Tenant acknowledge that the Premises are incapable of being repaired or restored within the aforesaid two hundred ten (210) day period. If, during the final two (2) years of the Term (as may be extended), all or substantially all of the Premises or the Building are made unfit for occupancy by fire or other casualty during the last 12 months casualty, acts of the Term hereof Any God or other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Losscause, Landlord may elect to terminate this Lease as of the date when the Premises or the Building are so made unfit for occupancy, by written notice to Tenant within one hundred twenty ninety (12090) days after that date unless, within thirty (30) days following receipt of Landlord’s notice to terminate, Tenant exercises an Option to Renew. Any termination of this Lease pursuant to this Section 15 shall be effective as of the date when the Premises were rendered untenantable. In the event neither Landlord or Tenant elect to terminate this Lease, Landlord shall proceed to diligently repair, restore or rehabilitate the Premises, as improved and supplemented, at Landlord’s expense, as soon as reasonably possible after Landlord is able to take possession of such fire the damaged Premises and undertake reconstruction or other casualtyrepairs. In the event of termination of this Lease pursuant to this Section 15, Annual Base Rent shall be apportioned on a per diem basis and paid up to the effective date of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such worktermination. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work.

UNTENANTABILITY. (a1) A “Total Loss” shall be deemed to have occurred if (i) the Building is so damaged by If any fire or other casualty (whether insured or uninsured) renders all or a substantial portion of the Premises or the Building Untenantable (and the term "Untenantable" as used in this Article 14 shall include inaccessibility of the Premises such that Tenant is unable to and does not use the Premises), Landlord shall, with reasonable promptness after the occurrence of such damage, reasonably estimate the length of time that will be required to Substantially Complete the repair and restoration and shall by notice advise Tenant of such estimate ("Landlord's Notice"). If Landlord reasonably estimates that the estimated cost amount of time required to Substantially Complete such repair same amounts to fifty percent and restoration will exceed one hundred eighty (50%180) days (or more of the total estimated construction cost of the entire Building; sixty (ii60) the Building is so damaged by fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty days during the last 12 months two (2) Lease Years of the then applicable Term hereof Any other casualty loss not amounting provided, if Tenant then properly elects to a Total Loss extend the Term of this Lease, then the 180-day test shall be deemed a “Partial Loss”. apply, in place of the 60-day test) from the date such damage occurred, then: (ba) In if the event of a Total LossPremises is rendered completely Untenantable, Landlord may Tenant shall have the right to terminate this Lease by written notice to Tenant within one hundred twenty (120) days after as of the date of such fire or other casualty. Rent shall be apportioned on a per diem basis and paid damage upon giving written notice to the date other at any time within twenty (20) days after delivery of Landlord's Notice, and (b) Landlord shall have the right to terminate this Lease if Landlord terminates the leases of all similarly situated tenants (i.e., Landlord does not discriminate against Tenant in terminating this Lease) or if Landlord does not intend to rebuild the Building in its current form, and Landlord's Notice may also constitute such notice of termination. The term "Untenantable" as used in this Article Fourteen shall mean: (i) with respect to all or part of the Premises (as applicable), that as a result of the casualty, Tenant is unable to conduct its business in the affected portion of the Premises in substantially the manner that it was conducting its business prior to the casualty and does not use the portion of the Premises so affected, and (ii) with respect to the Building other than the Premises, that as a result of the casualty, Landlord and other occupants of the Building are unable to conduct their respective businesses in substantially the manner that they were conducting such businesses prior to the casualty and do not use the Building. In the event that this Lease is not terminated and Tenant continues to operate its business at the Premises during the reconstruction of the Building, Landlord shall, in its performance of such fire or other casualty. Alternativelyconstruction, if ▇▇▇▇▇▇▇▇ decides use reasonable efforts to rebuild and restore minimize disruption and/or inconvenience to Tenant's business; provided, however, that the Property following a Total Loss, parties acknowledge that some disruption and/or inconvenience will inevitably occur due to the performance of such reconstruction work. (2) Unless this Lease shall not terminate and is terminated as provided in the preceding subsection, Landlord shall proceed with reasonable promptness to repair and restore the Leased Premises at Landlord’s expense and with due diligenceto its condition as existed prior to such casualty, subject, however, subject to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s controlForce Majeure delays, and also subject to zoning laws and building codes then in effect. Rent Landlord shall ▇▇▇▇▇ on a per diem basis during the period of construction have no liability to Tenant, and repair. Tenant shall permit not be entitled to terminate this Lease if such repairs and restoration are not in fact completed within the time period estimated by Landlord so long as Landlord shall proceed with reasonable diligence to complete such repairs and its contractors restoration. However, if said repairs and restoration are not completed within the time period estimated by Landlord, plus additional time (up to have free access one (1) year after the date of the casualty) for Force Majeure delays and insurance adjustments, Tenant shall any time thereafter be entitled to the Leased Premises terminate this Lease by five (5) days notice to perform such workLandlord. (c3) In Tenant acknowledges that, in the event of a Partial Loss, provided Landlord recovers sufficient insurance proceedsthat the Premises are to be repaired and restored by Landlord, Landlord shall be required entitled to proceed with all due diligence the full proceeds of any casualty insurance coverage, whether carried by Landlord or Tenant, for damages to repair and restore the Leased Premises, subjectand Landlord covenants to insure the Tenant Additions as required pursuant to Article 16. In the event that this Lease is terminated under this Section 14, however, to (i) reasonable delays for then such insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion proceeds attributable to the non-usability Tenant Work shall be payable to Landlord and Tenant, respectively, in the same proportions that the Improvement Allowance paid by Landlord to Tenant pursuant to Exhibit B and Tenant's direct costs paid to third parties for the Tenant Work, respectively, bear to the total cost of the Leased Tenant Work completed pursuant to Exhibit B. These proportions shall govern the disposition of casualty insurance proceeds attributable to Tenant Work in the Initial Premises in the event this Lease is terminated pursuant to this Section 14 regardless of whether or not alterations or improvements are made to the Initial Premises after completion of the Tenant Work and regardless of whether such alterations or improvements are paid for by Landlord or Tenant. These proportions shall also govern the disposition of casualty insurance proceeds in the event this Lease is terminated pursuant to this Section 14, which proceeds are payable with respect to any tenant work in space added to the Initial Premises during the period while repairs Term (whether such space is added pursuant to options contained in this Lease or otherwise) regardless of whether or not alterations or improvements are made to such space and regardless of whether such alterations or improvements are paid for by Landlord or Tenant. The parties shall cooperate reasonably and in progressgood faith to establish the proportions referred to above within a reasonable time after final completion of the Tenant Work. In any case, Tenant shall permit be entitled to receive all proceeds of Tenant's insurance of its own personal property and equipment which would be removable by Tenant at the Termination Date. (4) Notwithstanding anything to the contrary herein set forth, provided that Landlord complies with its obligation to maintain the insurance it is required to carry pursuant to Article 16, except for deductibles and costs of adjustment, Landlord shall have no duty pursuant to this Section to expend for any repair or restoration of the Premises (including, without limitation, the Tenant Additions) or Building amounts in excess of insurance proceeds paid to Landlord and its contractors available for repair or restoration, unless Tenant makes available to have free access Landlord any shortfall required to complete any such repair or restoration. (5) Any repair or restoration of the Leased Premises to perform such workperformed by Tenant shall be in accordance with the provisions of Article Nine hereof.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if In the event (i) the Premises are made wholly untenantable by fire or other casualty for a period longer than 180 days, (ii) any portion of the Building outside of the Premises that materially adversely affects Tenant’s access to and use of the Premises is so damaged by fire or other casualty that the estimated cost to repair same amounts to fifty percent (50%) or more of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlordfor a period longer than 180 days, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty are made untenantable during the last 12 months year of the Term hereof Any other casualty loss not amounting Term, or (iv) any mortgagee applies the insurance proceeds to a Total Loss reduce its loan balance and the remaining proceeds, if any, are insufficient to pay for the repair or restoration of the Premises and Building, then, in any of such events, either party shall be deemed a “Partial Loss”. (b) In have the event of a Total Loss, Landlord may right to terminate this Lease by written notice to Tenant the other within one hundred twenty thirty (12030) days after the date of such fire or other casualty. Rent casualty and the rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. AlternativelyNotwithstanding anything to the contrary herein set forth, if ▇▇▇▇▇▇▇▇ decides Landlord shall not be obligated to rebuild and repair or restore the Property following a Total LossPremises or the Building if the damage or destruction is due to an uninsurable casualty, this Lease shall or insurance proceeds are insufficient to pay for such repair or restoration, or if any mortgagee applies proceeds of insurance to reduce its loan balance and the remaining proceeds available to Landlord are not terminate and Landlord shall sufficient to pay for such repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workor restoration. (cb) In the event of a Partial Lossthe Premises are made wholly or partially untenantable and the Lease is not terminated by Landlord under this Section, provided Landlord recovers sufficient insurance proceeds, then this Lease shall continue in effect and Landlord shall be required to proceed with all due diligence diligently to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments adjustments, and (ii) delays caused by forces beyond Landlord’s reasonable control. Rent In such event, the rent shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access progress unless such damages are due to the Leased fault or neglect of Tenant. Provided that Landlord shall have maintained a commercially reasonable all-risk or special form policy of property insurance at least equal to the full replacement cost of the Building and commercially reasonable rental interruption coverage, if the damage is the result of the fault or neglect of Tenant, rent shall not ▇▇▇▇▇ during said period unless Landlord will receive insurance proceeds from loss of rent coverage covering the same and Landlord shall not be required to restore the Premises to perform such workand may pursue any and all of its remedies against Tenant. (c) Landlord shall have no liability for any loss, cost, expense, damage, or compensation whatsoever (including any claim for inconvenience, loss of business or annoyance) by reason of any restoration of the Premises or the Building under this Section.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) If the Building Premises is so damaged made untenantable in whole or in part by fire or other casualty that casualty, the estimated cost to repair same amounts to fifty percent (50%) or more of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by fire or Fixed Monthly Rent, Additional Rent and other casualty that Landlordcharges, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss until repairs shall be deemed a “Partial Loss”. (b) In made or the event of a Total LossLease terminated as hereinafter provided, Landlord may terminate this Lease by written notice to Tenant within one hundred twenty (120) days after the date of such fire or other casualty. Rent shall be apportioned on a per diem basis and paid according to the part of the Premises which is usable by Tenant, if, but only if, such fire or other casualty not be caused by Tenant's fixtures or equipment or by fault or negligence of Tenant, its contractors, agents or employees. If such damage shall be so extensive that the Premises cannot be restored by Landlord within a period of nine (9) six (6) months either party small have the right to cancel this Lease by notice to the other given at any time within thirty (30) days after the date of such damage, except that if such fire or casualty be due to Tenant's fixtures or equipment or due to Tenant's fault or negligence Tenant shall have no right to cancel. If Tenant does not elect to termina▇▇ ▇▇▇s Lease as aforesaid, then Tenant may request in writing, within thirty (30) days after the date of the fire or other casualty, that Landlord provide Tenant with temporary alternative premises ("Temporary Premises") until the restoration of the Premises is substantially complete. AlternativelyLandlord shall use commercially reasonable efforts to provide Tenant with Temporary Premises. Landlord shall be under no obligation to relocate any existing tenant to accommodate Tenant, if or to build-out or make any improvements to the Temporary Premises. If the Landlord provides Tenant with Temporary Premises, and the parties mutually agree upon the terms of Tenant's occupancy of the Temporary Premises, including rent for the Temporary Premises, and such other terms and conditions upon which Landlord and Tenant shall mutually agree, then the parties shall execute a written agreement prepared by Landlord's counsel that confirms th▇ ▇▇▇▇▇▇▇▇ decides tanding of Landlord and Tenant. Upon the date that Tenant occupies the Temporary Premises, the term of this Lease and all obligations hereunder shall toll until restoration of the Premises is substantially compete. If a portion of the Building other than the Premises shall be damaged that in the opinion of Landlord the Building should be restored in such a way as to rebuild and restore alter the Property following a Total LossPremises materially, Landlord or Tenant may cancel this Lease by notice to the other party given at any time within thirty (30) days after the date of such damage, except that if such fire or casualty be due to Tenant's fixtures or equipment or due to Tenant's fault or negligence Tenant shall have no right to cancel. In the event of giving effective notice pursuant to this Section, this Lease and the term and the estate hereby granted shall expire on the date fifteen (15) days after the giving of such notice as this Lease is not terminate and so terminated, Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to will promptly (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall taking into a▇▇▇▇▇▇ on ▇he time necessary to obtain required permits and approvals and the time necessary to effectuate a per diem basis during satisfactory settlement with Landlord's insurance company) restore the period of construction and repairdamage insured by Landlord pursuant to Section 10.02. Tenant shall permit Landlord and its contractors to have free access to hereby expressly waives the Leased Premises to perform such work. (c) In the event provisions of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability Section 227 of the Leased Premises during New York Real Property Law and agrees that the period while repairs are foregoing provisions of this Section 11.01 shall govern and control in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such worklieu thereof.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) If a substantial portion of the demised premises or the Building is so damaged made untenantable by fire or other casualty that the estimated cost casualty, Landlord may elect: (a) to repair same amounts to fifty percent (50%) or more terminate this Lease as of the total estimated construction cost date of the entire Building; (ii) the Building is so damaged by fire or other casualty by notice to the Tenant within ninety (90) days after that Landlorddate, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”.or (b) proceed with all due diligence to repair, restore or rehabilitate the Building or the demised Premises, other than leasehold improvements paid for by Tenant, at Landlord's expense, in which event this Lease shall not terminate. In the event of a Total LossLandlord proceeds to repair or restore the Building and Premises but is unable to complete the repairs or restoration to the Building and Premises within 180 days after such damage has occurred, Landlord may then Tenant shall have the right to terminate this Lease by written notice to Landlord which notice must be provided to Landlord no later than 10 days after the expiration of the 180 day period. Landlord shall not be deemed in default with respect to repair or restoration of the Building or the Premises, if the failure to timely perform is due in whole or in part to any strike, labor trouble (whether legal or illegal), civil disorder, failure of power, restrictive governmental laws and regulations, riots, insurrections, war, shortages, accidents, casualties, Acts of God, acts, omissions or delays of or caused by Tenant or any other cause beyond the reasonable control of the Landlord. In such event Tenants right to terminate the Lease shall be extended, by the number of days repair or restoration has been delayed by such act or events. In the event the Lease is not terminated pursuant to these provisions, Base Rent shall ▇▇▇▇▇ on a per diem basis during the period of untenantability. In the event of the termination of this Lease pursuant to this section, Base Rent shall be apportioned on a per diem basis and paid to the date of the fire or other casualty. In the event that the Building or the demised premises is partially damaged by fire or other casualty but an insubstantial portion of the Building or the demised premises is made untenantable, then Landlord shall, except during the last year of the term hereof, proceed with all due diligence to repair and restore the demised premises or the Building and the Base Rent shall ▇▇▇▇▇ in proportion to the non-usability of the demised premises during the period of untenantability. If an insubstantial portion of the demised premises is made untenantable as aforesaid during the last year of the term hereof, Landlord shall have the right to terminate this Lease as of the date of the fire or other casualty by giving written notice thereof to Tenant within one hundred twenty thirty (12030) days after the date of such fire or other casualty. , in which event the Base' Rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides Substantial as referred to rebuild and restore the Property following a Total Loss, in this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord Section 10 shall be required to proceed with all due diligence to more than thirty (30%) percent. No damage, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability or restoration of any portion of the Leased Premises during demised premises or other portion of the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workBuilding except as herein set forth.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred if (i) If the Building Premises is so damaged made untenantable in whole or in part by fire or other casualty that casualty, the estimated cost to repair same amounts to fifty percent (50%) or more of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by fire or Fixed Monthly Rent, Additional Rent and other casualty that Landlordcharges, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss until repairs shall be deemed a “Partial Loss”. (b) In made or the event of a Total LossLease terminated as hereinafter provided, Landlord may terminate this Lease by written notice to Tenant within one hundred twenty (120) days after the date of such fire or other casualty. Rent shall be apportioned on a per diem basis and paid according to the part of the Premises which is usable by Tenant, if, but only if, such fire or other casualty not be caused by Tenant's fixtures or equipment or by fault or negligence of Tenant, its contractors, agents or employees. If such damage shall be so extensive that the Premises cannot be restored by Landlord within a period of nine (9) months, either party shall have the right to cancel this Lease by notice to the other given at any time within thirty (30) days after the date of such damage, except that if such fire or casualty be due to Tenant's fixtures or equipment or due to Tenant's fault or negligence Tenant shall have no right to cancel. If a portion of the Building other casualty. Alternativelythan the Premises shall be so damaged that in the opinion of Landlord the Building should be restored in such a way as to alter the Premises materially, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, Landlord may cancel this Lease shall not terminate and Landlord shall repair and restore by notice to Tenant given at any time within thirty (30) days after the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s controldate of such damage. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Lossgiving effective notice pursuant to this Section, provided Landlord recovers sufficient insurance proceedsthis Lease and the term and the estate hereby granted shall expire on the date fifteen (15) days after the giving of such notice as fully and completely as if such date were the date hereinbefore set for the expiration of the term of this Lease. If this Lease is not so terminated, Landlord shall be will promptly (taking into account the time necessary to obtain required permits and approvals and the time necessary to proceed effectuate a satisfactory settlement with all due diligence to repair and Landlord's insurance company) restore the Leased Premises, subject, however, damage insured by Landlord pursuant to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s controlSection 10.02. Rent shall ▇▇▇▇▇ in proportion to Tenant hereby expressly waives the non-usability provisions of Section 227 of the Leased Premises during New York Real Property Law and agrees that the period while repairs are foregoing provisions of this Section 11.01 shall govern and control in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such worklieu thereof.

UNTENANTABILITY. (a) A “Total Loss” If the Premises shall be deemed to have occurred if (i) the Building is so partially damaged by fire rue or other casualty casualty, this Lease shall remain in full force and effect and the damage to the Premises shall be repaired by Landlord, and the Rent until such repairs shall be made shall be abated on a per diem basis proportionate to the extent and for the period that the estimated cost Premises is unfit for occupancy; provided, however, that there shall be no abatement of Rent if the damage shall have been caused by the fault or neglect of Tenant, or Tenant's agents, contractors, servants, employees, licensees or invites, which shall be without prejudice to repair same amounts to fifty percent (50%) any other rights or more remedies of Landlord. Landlord shall incur no liability on account of any delay in the completion of such repairs which may arise by reason of adjustment of insurance, labor difficulties or any other cause beyond Landlord's control. If all or substantially all of the total estimated construction cost of the entire Building; (ii) the Building Premises is so damaged wholly destroyed or is made unfit for occupancy by fire rue or other casualty that Landlordcasualty, acts of God or other cause, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total LossLandlord's reasonable judgment, Landlord may terminate this Lease elect, by written notice to Tenant within one hundred twenty ninety (12090) days after the casualty date, (1) to terminate this Lease as of the date when the Premises or the building is so destroyed or made unfit for occupancy, or (2) to repair, restore or rehabilitate the Premises or the building at Landlord's expense within six (6) months after Landlord is able to take possession of the damaged Premises and undertake construction of repairs; and if Landlord elects to so repair, restore or rehabilitate the Premises or the building, this Lease shall not terminate, but Rent shall be abated on a per diem basis proportionate to the extent and for the period that the Premises is unfit for occupancy. In the event Landlord shall proceed under (2) above and shall not substantially complete the work within said six (6) month period (excluding from such fire period loss of time resulting from delays beyond the reasonable control of Landlord), either Landlord or Tenant may then terminate this Lease, as of the date when the Premises or the building was so made unfit for occupancy, by written notice to the other casualtynot later than ten (10) days after the expiration of said six (6) month period, computed as herein provided. In the event of termination of this Lease pursuant to this paragraph, Rent shall be apportioned on a per diem basis to and paid to including the effective date of such fire or other casualty. Alternativelytermination, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord promptly vacate the Premises and its contractors surrender the same to have free access Landlord. If the damage or destruction be due to the Leased Premises fault or neglect of Tenant, or Tenant's agents, contractors, servants, employees, licensees or invites, the debris shall be removed at the expense of Tenant. Notwithstanding anything herein stated to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceedscontrary, Landlord shall in no event be required to proceed with all due diligence obligated to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent or rebuild if such damage or destruction shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises occur during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such worklast one (1) year term of this Lease.

UNTENANTABILITY. (a) A “Total Loss” If the condition referred to in Section 9.2 is such so as to make the entire premises untenantable, then the rental which Tenant is obligated to pay hereunder shall abat▇ ▇▇ of the date of the occurrence until the premises have been fully and completely restored by Landlord. Any unpaid or prepaid rent for the month in which said condition occurs shall be deemed prorated. If the premises are partially damaged or destroyed, then during the period that Tenant is deprived of the use of the damaged portion of said premises, Tenant shall be required to have occurred if (i) pay rental covering only that Part of the Building premises that it is so damaged able to occupy, based on the portion of the total rent which the amount of square foot area remaining that can be occupied bears to the total square foot area of all premises covered by this Lease. In the event the premises are substantially or totally destroyed by fire or other casualty that so as to be entirely untenantable, and it shall require more than ninety (90) days from the estimated cost to repair same amounts to fifty percent (50%) or more date of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by said fire or other casualty that for Landlord to complete restoration of same, then Landlord, in its sole discretionupon written notice to Tenant, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord may terminate this Lease by written notice to Tenant within one hundred twenty (120) days after Lease, in which case the date of such fire or other casualty. Rent rent shall be apportioned on a per diem basis and paid to the date of such said fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subjectDue allowance, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event of a Partial Loss, provided Landlord recovers sufficient insurance proceeds, Landlord shall be given for 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 or strikes, national emergencies and other conditions beyond the control of Landlord. No compensation, or claim, or diminution of rent will be allowed or paid by Landlord, by reason or inconvenience, annoyance, or injury to proceed with all due diligence to repair and restore business, arising from the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to necessity of repairing the non-usability Demised Premises or any portion or the building of the Leased Premises during the period while repairs which they are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such worka part.

UNTENANTABILITY. (a) A “Total Loss” shall be deemed to have occurred Except as hereinafter otherwise provided, if (i) the Building is so Premises are damaged by fire or other casualty insured casualty, the damage shall be repaired by and at the expense of Landlord, and Base Rent, until such damaged Premises shall be rendered tenantable, shall ▇▇▇▇▇ on a per day basis in the same proportion that the estimated cost to repair same amounts to fifty percent (50%) or more quantum of damaged Rentable Area of the total estimated construction cost Premises bears to the entire Rentable Area of the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlord, in its sole discretion, decides Premises from time to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”time. (b) In If the event entire Premises or 50% or more of a Total Lossthe Office Building are damaged or rendered untenantable by fire or other casualty, Landlord may terminate this Lease may, by written notice to Tenant within one hundred twenty sixty (12060) days after the date of such the fire or other casualty. , elect to (i) terminate this Lease as of the date of the fire or other casualty, in which event Base Rent and additional rent payable hereunder shall be apportioned on a per diem basis and paid to the date of such the fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild or (ii) repair, restore and restore rehabilitate the Property following a Total Loss, Office Building and/or the Premises at Landlord's expense in which event this Lease shall not terminate and terminate. In the event Landlord elects to repair, restore, rehabilitate, Landlord shall repair undertake and restore the Leased Premises at Landlord’s expense prosecute such repair, restoration and rehabilitation with due diligence, subject, however, to (i) reasonable delays for insurance adjustments diligence and (ii) delays caused by forces beyond Landlord’s control. Base Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access untenantability in the same proportion that the quantum of untenantable Rentable Area of the Premises bears to the Leased entire Rentable Area of the Premises from time to perform time. In the event Landlord elects to repair, restore and rehabilitate, as aforesaid, and fails or is unable to substantially complete such workrepair, restoration or rehabilitation within nine (9) months following the date of the fire or other casualty, either Landlord or Tenant may elect to terminate this Lease without further liability to either party at any time thereafter but prior to such substantial completion by notice to other, provided that said period allowed for repair, restoration and rehabilitation shall be extended by the duration of delays directly or indirectly resulting from causes beyond the control of Landlord of the nature referred to in Section~2~(a). (c) In Under no circumstances shall Landlord be responsible for the event repair, restoration or rehabilitation of a Partial Lossany personal property of Tenant or any improvements or alterations made to the Premises by Tenant, provided Landlord recovers sufficient insurance proceeds, Landlord shall be required to proceed with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays or of any loss or damage caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion neglect or willful act of Tenant, anything herein to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workcontrary notwithstanding.

UNTENANTABILITY. If 50% of the demised premises or 25% or more of the Rentable Area of the Building is made untenantable by fire water damage or other casualty, Landlord may elect: (a) A “Total Loss” to terminate this Lease as of the date of the fire or casualty by notice to the Tenant within sixty (60) days after that date, or (b) proceed with all due diligence to repair, restore or rehabilitate the Building or the demised premises, in which event this Lease shall not terminate. In the event the Lease is not terminated pursuant to this provision, rent shall abate on a per them basis ▇▇▇▇ng the period of untenantability. In the event of the termination of this Lease pursuant to this section, rent shall be deemed apportioned on a per them basis and paid to have occurred if (i) the Building is so date of the fire or other casualty. In the event that the demised premises are partially damaged by fire or other casualty that but are not made wholly untenantable, then Landlord shall, except during the estimated cost last year of the term hereof, proceed with all due diligence to repair same amounts and restore the demised premises in a good and workmanlike manner and the rent shall abate in proportion to fifty percent (50%) or more th▇ ▇▇▇usability of the total estimated construction cost demised premises during the period of untenantability which repairs shall be subject to Tenant's reasonable approval. If a portion of the entire Building; (ii) demised premises are made untenantable as aforesaid during the Building is so damaged by last year of the term hereof, Landlord or Tenant shall have the right to terminate this Lease as of the date of the fire or other casualty that Landlord, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Loss, Landlord may terminate this Lease by giving written notice thereof to Tenant the other within one hundred twenty thirty (1203 0) days after the date of such fire or other casualty. Rent , in which event, the rent shall be apportioned on a per diem them basis and paid to the date of such fire or other casualty. Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such work. (c) In the event the premises or the Building is damaged by fire or other casualty resulting from the act or neglect of a Partial LossTenant, its agents, contractors, employees or invitees, Tenant shall not be released from any of its obligations hereunder including, without limitation, its duty to repair the premises and its liability to Landlord for damages caused by such fire or other casualty and its duty to pay rent, which rent shall not be abated. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damage to alterations, additions, improvements or decorations provided by Landlord recovers sufficient insurance proceedsat Landlord's expense either directly or through an allowance to Tenant (whether by rent abatement or otherwise). Notwithstanding anything to the contrary herein set forth, Landlord shall be required have no duty pursuant to proceed with all due diligence this Section 12 to repair and or restore any portion of the Leased Premisesalterations, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ additions or improvements in proportion the premises or the decorations thereto except to the non-usability extent that such alterations, additions, improvements and decorations were provided by Landlord, at Landlord's cost, at the beginning of the Leased Premises term or during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to term of this lease if the Leased Premises to perform such workaggregate cost thereof exceeded $1,000.00.

UNTENANTABILITY. (a) A “Total Loss” Except as otherwise provided herein, if the Premises or the Building shall be deemed to have occurred if (i) the Building is so partially damaged by fire or other casualty casualty, this Lease shall remain in full force and effect and the damage to the Premises or the Building shall be repaired by Landlord. Until such repairs are made, Rent shall be abated on a per diem basis proportionate to the extent to which the rentable square footage of the Premises is rendered unfit for occupancy; provided, however, that there shall be no abatement of Rent or obligation on the estimated cost part of Landlord to repair same amounts if the damage shall have been caused by the gross neglect of Tenant or its agents, contractors, servants, employees, licensees or invitees, which shall be without prejudice to fifty percent (50%) any other rights or more remedies of Landlord. Landlord shall incur no liability on account of any delay in the completion of such repairs which may arise by reason of adjustment of insurance, labor difficulties or other cause beyond Landlord's reasonable control. If all or any portion of the total estimated construction cost of the entire Building; (ii) Premises or the Building is so damaged destroyed by fire or other casualty that Landlordcasualty, in its sole discretion, decides to demolish and not to immediately rebuild same; or (iii) the Leased Premises or Building is damaged by fire acts of God or other casualty during the last 12 months of the Term hereof Any other casualty loss not amounting to a Total Loss shall be deemed a “Partial Loss”. (b) In the event of a Total Losscause, Landlord may terminate this Lease elect, by written notice to Tenant within one hundred twenty thirty (12030) days after the date of casualty: (a) to terminate this Lease as of the date when the Premises or the Building are so destroyed or made unfit for occupancy, if the amount of insurance proceeds is inadequate to cover the costs of repair or restoration of the Premises, or if the duration of such fire work of repairs or restoration is reasonably estimated by Landlord to exceed six (6) months after Landlord is able to take possession of the damaged Premises to make such repairs or undertake such restoration or (b) to repair, restore or rehabilitate the Premises or the Building at Landlord's expense within six (6) months after Landlord is enabled to take possession of the damaged Premises or the Building and undertake reconstruction or repairs; and if Landlord elects to so repair, restore or rehabilitate the Premises or the Building, this Lease shall not terminate, Landlord in good faith shall attempt to complete its work as promptly as reasonably possible, and Rent shall be abated on a per diem basis proportionate to the extent and for the period during which the Premises are unfit for occupancy. Landlord's failure to elect to terminate this Lease in a timely fashion shall constitute its election to proceed to repair the Premises. In the event Landlord shall proceed pursuant to the provisions of this subparagraph 10.1, and shall not substantially complete the work within said six (6) months period (excluding from said period loss or time resulting from adjustment of insurance, labor difficulties or other casualtyActs of God) either Landlord or Tenant may then terminate this Lease, as of the date when the Premises or the Building were made unfit for occupancy, by written notice to the other not later than thirty (30) days after the expiration of said six (6) month period, computed as herein provided. In the event of termination of this Lease pursuant to this Section 10.1, Rent shall be apportioned on a per diem basis to and paid to including the effective date of such fire or other casualty. Alternativelytermination, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shall repair and restore the Leased Premises at Landlord’s expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ on a per diem basis during the period of construction and repair. Tenant shall permit Landlord promptly vacate the Premises and its contractors surrender the same to have free access to the Leased Premises to perform such work. (c) Landlord. In the event of a Partial LossLandlord elects to terminate this Lease pursuant to clause (a) above, provided Tenant may elect to preserve this Lease without modification or amendment by timely notification thereof to Landlord, whereby Tenant agrees to timely undertake such reconstruction or repairs at Tenant's sole cost and expense, except only to the extent such insurance is available to Landlord recovers sufficient for such reconstruction or repairs, such insurance proceeds, Landlord proceeds shall be required made available to proceed Tenant for such purpose, all such reconstruction or repairs shall be performed by Tenant in accordance with all due diligence to repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord’s control. Rent shall ▇▇▇▇▇ in proportion to the non-usability of the Leased Premises during the period while repairs are in progress. Tenant shall permit Landlord and its contractors to have free access to the Leased Premises to perform such workSection 8.7.