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occurrence of such destruction, but only to the extent that proceeds of such insurance are available to Landlord for such purpose,
<br />commence reconstruction and restoration of the Premises (but not Tenant's Trade Fixtures, Tenant Owned Alterations and Utility
<br />Installations, furnishings, equipment and personal property) and prosecute the same diligently to completion, in which event this
<br />Lease shall continue in full force and effect, provided that the rent shall be abated as set forth in Section 9.4 below. If, however,
<br />insurance proceeds are not sufficient to pay the full cost of such reconstruction, if the damage or destruction is due to the acts or
<br />omissions of Tenant, its agents, employees or contractors, or if Landlord is restricted by any governmental authority, Landlord may
<br />elect to either terminate this Lease or pay the cost of such reconstruction. In the event of the repair and/or restoration of the
<br />Premises following casualty pursuant to this Paragraph 9, following the completion of such repair and/or restoration, Tenant shall
<br />promptly commence and diligently prosecute to completion the repair and restoration of Tenant's Trade Fixtures, Tenant Owned
<br />Alterations and Utility Installations, furnishings, equipment and personal property.
<br />9.2 Uninsured Casualty. If th-i Premises are damaged or destroyed to any extent whatever as a result of any casualty
<br />or peril not covered by the insurance maintained pursuant to Paragraph 8.3, Landlord may within 120 days after the occurrence of
<br />such destruction: (a) commence reconstruction and restoration of the Premises and prosecute the same diligently to completion,
<br />in which event this Lease shall continue in full force and effect; or (b) notify Tenant in writing that it elects not to reconstruct or
<br />restore the Premises, in which event this Lease shall cease and terminate as of the date of service of such notice. If Landlord elects
<br />to reconstruct the Premises following destruction as a result of any casualty or peril not covered by such insurance, Landlord's and
<br />Tenant's obligations with respect to the reconstruction of the Premises shall be as described and limited in Paragraph 9.1 above.
<br />9.3 Damage Near End of Term. Notwithstanding anything to the contrary contained in Paragraphs 9.1 and 9_2 above,
<br />if the. Premises is damaged by casualty during the last twelve 112) months of the Term to an extent whereby repairs and/or
<br />restoration cannot be completed within the shorter of (i) 90 days or (ii) the remaining Term of this Lease, then Landlord and Tenant
<br />each shall have the option to terminate this Lease by giving written notice to the other of the exercise of such option within 60 days
<br />after such casualty, in which event this Lease shall cease and terminate as of the date of service of such notice.
<br />9.4 Abatement of Rent. During the period following the casualty until the completion of Landlord's repair and/or
<br />restoration of casualty damage to the Premises, Tenant's obligation for payment of Base Rent, Real Property Taxes, insurance
<br />premiums and any other recurring charges under this Lease, shall be abated in proportion to the degree to which Tenant's use of
<br />the Premises is impaired but only to the extent to which Landlord receives reimbursement for such abatement pursuant to the rental
<br />value insurance maintained under Paragraph 8.3(b) above. Except for abatement of Base Rent, Real Property Taxes, insurance
<br />prerniums, and such other charges, if any, as aforesaid, all other obligations of Tenant hereunder shall be performed by Tenant, and
<br />Tenant shall have on claim against Landlord for any damage suffered by reason of any such damage, repair or restoration.
<br />9.5 Termination -Advance Payments. Upon termination of this Lease pursuant to this Paragraph 9, an equitable
<br />adjustment shall be made concerning advance Base Rent and any other advance payments made by Tenant to Landlord. Landlord
<br />shall, in addition, return to Tenant so much of Tenant's Security Deposit as has not been, or is not then required to be, used by
<br />Landlord under the terms of this Lease.
<br />9.6 Waive Statutes. Landlord and Tenant agree that the terms of this Lease shall govern the effect of any damage to
<br />or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future
<br />statute to the extent inconsistent herewith.
<br />10. Real Property Taxes.
<br />10.1 Payment of Taxes. During the Term of this Lease, Landlord shall pay the "Real Property Taxes", as defined in
<br />Paragraph 10.2 below, applicable to the Project (as an item of Operating Expenses).
<br />10.2 Definition of "Real Property Taxes." As used herein, the term "Real Property Taxes" shall include any form of real
<br />estate tax or assessment, general, special, ordinary or extraordinary, and any license fee, commercial rental tax, Improvement bond
<br />or bonds, levy or tax (other than inheritance, personal income or estate taxes) imposed upon the Premises, Building and/or Project
<br />by any authority having the direct or indirect power to tax, including any city, state or federal government, or any school,
<br />agricultural, sanitary, fire, street, drainage or other improvement district thereof, levied against any legal or equitable interest of
<br />Landlord in the Premises, Building and/or Project, Landlord's right to rent or other income therefrom, and/or Landlord's business of
<br />leasing the Premises, Building and/or Project. The team "Real PropertyTaxes" shall also Include any tax, ten, levy, assessment or
<br />charge, or any increase therein, imposed by reason of events occurring, or changes in applicable law taking effect, during the term
<br />of this Lease, including but not limited to a change in the ownership of the Premises, Building and/or Project or in the improvements
<br />thereon, the execution of this Lease, or any modification, amendment or transfer thereof, and whether or not contemplated by the
<br />Parties.
<br />10.3 Personal Property Taxes. Tenant shall pay prior to delinquency all taxes assessed against and levied upon Tenant
<br />Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property contained in the Premises
<br />or elsewhere. When possible, Tenant shall cause its Trade Fixtures, furnishings, equipment and all other personal property to be
<br />assessed and billed separately from the real property of Landlord. If any of Tenant's said personal Property shall be assessed with
<br />Landlord's real property, Tenant shall pay Landlord the taxes attributable to Tenant within ten 0 0) days after receipt of a written
<br />statement setting forth the taxes applicable to Tenant's property or, at Landlord's option, as provided in Paragraph 10.1(b).
<br />11. Assignment and Subletting.
<br />11.1 Landlord's Consent Required.
<br />(a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or
<br />encumber or enter into a concession, license, management or operating agreement with respect to (collectively, "assignment") or
<br />sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent given under and
<br />subject to the terms of Paragraph 34.
<br />lb) A change in the control of Tenant shall constitute an assignment requiring Landlord's consent. The
<br />transfer, on a cumulative basis, of twenty-five percent (25%) or more of the voting control of Tenant or of the beneficial ownership
<br />of Tenant shall constitute a change in control for this purpose.
<br />(c) The involvement of Tenant or its assets in any transaction, or series of transactions (by way of merger,
<br />sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or
<br />hypothecation of this Lease or Tenant's assets occurs, which results or will result in a reduction of the Net Worth of Tenant, as
<br />hereinafter defined, by an amount equal to or greater than twenty-five percent (25%1 of such Net Worth of Tenant as it was
<br />represented to Landlord at the time of the execution by Landlord of this Lease or at the time of the most recent assignment to which
<br />Landlord has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever
<br />time said Net Worth of Tenant was or is greater, shall be considered an assignment of this Lease by Tenant to which Landlord may
<br />reasonably withhold its consent. "Net Worth of Tenant" for purposes of this Lease shall be the net worth of Tenant (excluding any
<br />guarantors) established under generally accepted accounting principles consistently applied.
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